Common use of Fees and Expenses of the Escrow Agent Clause in Contracts

Fees and Expenses of the Escrow Agent. The Buyer and the Company Shareholders hereby agree that each shall pay to the Escrow Agent one-half of the Escrow Agent's fees and expenses in accepting and performing its appointment as escrow agent hereunder in accordance with the Fee Schedule attached hereto as ATTACHMENT A and made a part -5- 100 hereof. The Buyer and the Company Shareholders hereby agree that each shall pay one-half of any fees and expenses of counsel and other reasonable, actual and documented out-of-pocket expenses reasonably incurred by the Escrow Agent in the performance of its duties hereunder that may arise as a result of any dispute among the Parties hereto with respect to the Escrow Account or any arbitration that may arise under Section 5(e) hereof. In releasing any amounts payable to the Buyer hereunder, the Escrow Agent may deduct therefrom and pay to itself the amount of any outstanding fees and expenses attributable to the Buyer payable to it pursuant to the terms of this Agreement. In releasing any amounts payable to the Company Shareholders hereunder, the Escrow Agent may deduct therefrom and pay to itself the amount of any outstanding fees and expenses attributable to the Company Shareholders payable to it pursuant to the terms of the Agreement; PROVIDED, HOWEVER, that a written statement of such deductions and the basis therefor is concurrently delivered to the Shareholders' Representative. The Escrow Fund shall be the sole source of recovery of fees and expenses payable by the Company Shareholders under this Section 7.

Fees and Expenses of the Escrow Agent. The Buyer and the Company Shareholders hereby agree that each shall pay to the Escrow Agent one-half shall be entitled to receive compensation as set forth in Annex II hereto as payment in full for its services hereunder. Each of PESI and Parent agree to pay fifty percent (50%) of the fees set forth in Annex II hereto and to reimburse the Escrow Agent's fees , jointly and expenses in accepting and performing its appointment as escrow agent hereunder in accordance with the Fee Schedule attached hereto as ATTACHMENT A and made a part -5- 100 hereof. The Buyer and the Company Shareholders hereby agree that each shall pay one-half of any fees and expenses of counsel and other reasonableseverally, actual and documented for all reasonable out-of-pocket expenses reasonably expenses, disbursements and advances incurred or made by the Escrow Agent in the performance of its duties hereunder (including reasonable fees and out-of-pocket expenses and disbursements of its counsel). The provisions of this Section 8 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. If Parent or PESI fail to pay any amounts owed to the Escrow Agent pursuant to this Section 8, all such compensation and reimbursements shall be payable out of the Escrow Amount in accordance herewith, provided there remain sufficient funds therefor. If there are not sufficient funds constituting part of the Escrow Amount to pay the Escrow Agent’s compensation and reimbursements, then the Escrow Agent’s compensation and reimbursement shall be a joint and several obligation of Homeland and PESI; provided, however, that may arise solely as between Homeland and PESI, such amounts shall be paid as follows: one-half by Homeland and one-half by PESI. If, pursuant to the preceding sentence, the Escrow Agent deducts any sums from the Escrow Amount as a result of any dispute among the Parties hereto with respect PESI’s failure to the Escrow Account pay or any arbitration that may arise under Section 5(e) hereof. In releasing any amounts payable to the Buyer hereunder, reimburse the Escrow Agent may deduct therefrom and pay to itself for its own portion of the amount of any outstanding fees and expenses attributable to as required by this Section 8, PESI shall indemnify Homeland for the Buyer payable to it pursuant to the terms of this Agreement. In releasing any amounts payable to the Company Shareholders hereunder, amount deducted by the Escrow Agent may deduct therefrom and pay to itself the amount of any outstanding fees and expenses attributable to the Company Shareholders payable to it pursuant to the terms of the Agreement; PROVIDED, HOWEVER, that as a written statement result of such deductions and the basis therefor is concurrently delivered to the Shareholders' Representative. The Escrow Fund shall be the sole source of recovery of fees and expenses payable by the Company Shareholders under this Section 7failure.

Fees and Expenses of the Escrow Agent. The Buyer and the Company Shareholders hereby agree that each shall pay to the Escrow Agent one-half acknowledges that upon the execution and delivery of this Agreement the full amount of all of the Escrow Agent's fees and expenses in accepting and performing its appointment as escrow agent hereunder in accordance with the Fee Schedule attached hereto as ATTACHMENT A and made a part -5- 100 hereof. The Buyer and the Company Shareholders hereby agree that each shall pay one-half of any fees and expenses of counsel and other reasonable, actual and documented out-of-pocket expenses reasonably incurred by the Escrow Agent in which are or will become due to it for the performance of its duties hereunder obligations throughout the term of this Agreement have been paid to it or that may arise as a result arrangements satisfactory to it for the payment of any dispute among those amounts have been made. Upon the Parties hereto with respect to the Escrow Account or any arbitration that may arise under Section 5(e) hereof. In releasing any amounts payable to the Buyer hereunderend of each calendar quarter, the Escrow Agent may deduct therefrom as a fee for sevices rendered under this Agreement shall be paid $10 by Charthouse for each purchaser who deposits funds in the escrow account, plus all ordinary and pay reasonable out of pockets expenses and disbursements. The Escrow Agent has no lien upon funds held pursuant to itself the amount this Agreement or for payment of its fees or services under this Agreement or for payment of any outstanding fees and expenses attributable to other amounts due it for whatever reason. Without limiting the Buyer payable to it pursuant to the terms of this Agreement. In releasing any amounts payable to the Company Shareholders hereunderforegoing, the Escrow Agent may deduct therefrom and pay to itself expressly waives any right of setoff or counterclaim against the amount of escrow funds. Notwithstanding any outstanding fees and expenses attributable to the Company Shareholders payable to it pursuant to the terms of the Agreement; PROVIDEDforegoing, HOWEVERmonies in the escrow funds may be used to pay fees incurred in the ordinary course with disbursements of the escrow funds, that a written statement of such deductions and the basis therefor is concurrently delivered to the Shareholders' Representativeincluding, but not limited to, wire transfer fees. The Escrow Fund Agent shall not be liable to Charthouse, except for its own gross negligence or willful misconduct. The Charthouse shall indemnify and hold the sole source of recovery of Escrow Agent harmless from and against any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys fees and expenses payable by disbursements arising out of and in connection with the Company Shareholders under Agreement ("Indemnifiable Expenses"), except to the extent that such Indemnifiable Expenses are based upon gross negligence or willful misconduct claims against the Escrow Agent that are successfully asserted. The Escrow Agent may rely on any notice, instrument or other written communication delivered to it in accordance with this Section 7Agreement. The Escrow Agent shall have no duty to determine the authenticity or correctness of the notice or facts stated therein. The Escrow Agent may assume that any person purporting to give the notice or accept and acknowledge receipt of the notice or to make any statement or execute any document in connection with the provisions of this Agreement has been duly authorized to do so.

Fees and Expenses of the Escrow Agent. 10.1 The Buyer Purchaser and the Company Shareholders hereby agree that Designated Vendors, in proportion to the number of Escrowed Shares deposited by each Designated Vendor (or one Designated Vendor if the claims relate only to said Designated Vendor) shall each pay to fifty percent (50%) of the fees of the Escrow Agent one-half of for the Escrow Agent's fees services hereunder (as set out in Exhibit B) for the first year of this Agreement which shall be paid at the same time as the Escrowed Shares and expenses in accepting and performing its appointment as escrow agent hereunder in accordance the Escrowed Amount shall be deposited herein with the Fee Schedule attached hereto as ATTACHMENT A Escrow Agent. All expenses and made a part -5- 100 hereof. The Buyer disbursements incurred in carrying out the Escrow Agent's duties hereunder or under the indemnity provided in Section 8 (such latter expenses shall be advanced to Escrow Agent, upon request) and, in the case the Escrow is extended beyond one year and one business day, the Company Shareholders hereby agree that each shall pay one-half fees of any fees and expenses of counsel and other reasonable, actual and documented out-of-pocket expenses reasonably incurred by the Escrow Agent for the Escrow Agent's services hereunder shall be paid as to fifty percent (50%) by the Purchaser and as to 50% by the Designated Vendors in proportionto the number of Escrowed Shares then deposited by each Designated Vendor indicated in the performance of its duties hereunder that may arise as a result of any dispute among attached schedule (or one Designated Vendor if the Parties hereto with respect claims relate only to the Escrow Account or any arbitration that may arise under Section 5(e) hereofsaid Designated Vendor). In releasing any amounts payable the case of a dispute between the Indemnitee and the Designated Vendors (or one Designated Vendor, if the claims relate to the Buyer hereunderonly one Designated Vendor), the Escrow Agent may deduct therefrom retain such independent counsel or other advisors as it may reasonably require for the purpose of discharging or determining its duties, obligations or rights hereunder, and pay to itself may act and rely upon the amount advice or opinion so obtained and fifty percent (50%) of the reasonable fees, expenses or disbursements of any outstanding fees such counsel shall be paid by the Designated Vendors (or one Designated Vendor, if the claims relate to only one Designated Vendor) and the remaining fifty percent (50%) of such fees, expenses attributable to or disbursements of any such counsel shall be paid by the Buyer payable to it pursuant to the terms Purchaser. This section shall survive termination of this Escrow Agreement. In releasing any amounts payable to the Company Shareholders hereunder, the Escrow Agent may deduct therefrom and pay to itself the amount of any outstanding fees and expenses attributable to the Company Shareholders payable to it pursuant to the terms of the Agreement; PROVIDED, HOWEVER, that a written statement of such deductions and the basis therefor is concurrently delivered to the Shareholders' Representative. The Escrow Fund shall be the sole source of recovery of fees and expenses payable by the Company Shareholders under this Section 7.

Fees and Expenses of the Escrow Agent. The Buyer and the Company Shareholders hereby agree that each shall pay to the (a) Escrow Agent one-half of the Escrow Agent's fees and expenses in accepting and performing shall be entitled to compensation for its appointment as escrow agent services hereunder in accordance with the Fee amounts as set forth on Schedule attached hereto as ATTACHMENT A to this Agreement and made a part -5- 100 hereof. The Buyer and the Company Shareholders hereby agree that each shall pay one-half to reimbursement of any fees and expenses of counsel and other reasonable, actual and documented its reasonable out-of-pocket expenses reasonably incurred and disbursements including, but not by way of limitation, the Escrow Agent fees and costs of attorneys or agents which it may find necessary to engage in the performance of its duties hereunder, all to be paid 50% by Superior and Enterprise on the one hand and 50% by Whitxxxxx xxx Aviant on the other. The Escrow Agent shall be entitled to recover fees and expenses that the Escrow Agent is entitled to be paid or reimbursed hereunder that may arise as and amounts for which the Escrow Agent or any other Indemnified Party is entitled to indemnification under Section 11 hereof, and is granted a result of any dispute among lien on, amounts deposited in the Parties hereto with respect Escrow Account and amounts actually earned thereon, if such amounts have not been paid to the Escrow Account or any arbitration that may arise under Section 5(e) hereof. In releasing any amounts payable to the Buyer hereunder, Agent within 30 days after the Escrow Agent may deduct therefrom and pay to itself the amount of any outstanding fees and expenses attributable to the Buyer payable to it pursuant to the terms of this Agreement. In releasing any amounts payable to the Company Shareholders hereunder, the Escrow Agent may deduct therefrom and pay to itself the amount of any outstanding fees and expenses attributable to the Company Shareholders payable to it pursuant to the terms of the Agreement; PROVIDED, HOWEVER, that has delivered a written statement of such deductions and amounts to each of the basis therefor is concurrently delivered to parties hereto other than the Shareholders' RepresentativeEscrow Agent. The If Escrow Fund Agent shall be required to perform extraordinary services not contemplated herein, Escrow Agent shall receive reasonable additional compensation therefor, such compensation to be paid 50% by Superior and Enterprise on the sole source of recovery of fees one hand and 50% by Whitxxxxx xxx Aviant on the other. Escrow Agent shall not be required to institute or maintain litigation unless indemnified to its satisfaction for its counsel fees, costs, disbursements and all other costs, expenses payable by the Company Shareholders under this Section 7and liabilities to which it may, in its judgment, be subjected to in connection with such action.