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

Fees and Expenses of the Escrow Agent. The Escrow Agent 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, jointly and severally, for all reasonable out-of-pocket 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 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 PESI’s failure to pay or reimburse the Escrow Agent for its own portion of the fees and expenses as required by this Section 8, PESI shall indemnify Homeland for the amount deducted by the Escrow Agent as a result of such failure.

Fees and Expenses of the Escrow Agent. The (a) Escrow Agent shall be entitled to receive compensation for its services hereunder in amounts as set forth in Annex II hereto as payment in full for its services hereunder. Each of PESI and Parent agree on Schedule A to pay fifty percent (50%) of the fees set forth in Annex II hereto this Agreement and to reimburse the Escrow Agent, jointly and severally, for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Escrow Agent in the performance reimbursement of its duties hereunder (including reasonable fees and out-of-pocket expenses and disbursements including, but not by way of limitation, the fees and costs of attorneys or agents which it may find necessary to engage in performance of its counsel)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 provisions Escrow Agent shall be entitled to recover fees and expenses that the Escrow Agent is entitled to be paid or reimbursed hereunder and amounts for which the Escrow Agent or any other Indemnified Party is entitled to indemnification under Section 11 hereof, and is granted a lien on, amounts deposited in the Escrow Account and amounts actually earned thereon, if such amounts have not been paid to the Escrow Agent within 30 days after the Escrow Agent has delivered a statement of this Section 8 shall survive such amounts to each of the termination of this Agreement and the resignation or removal of parties hereto other than the Escrow Agent. If Parent or PESI fail to pay any amounts owed to the Escrow Agent pursuant shall be required to this Section 8perform extraordinary services not contemplated herein, all Escrow Agent shall receive reasonable additional compensation therefor, 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 solely as between Homeland and PESI, such amounts shall be paid as follows: one-half 50% by Homeland Superior and one-half Enterprise on the one hand and 50% by PESIWhitxxxxx xxx Aviant on the other. If, pursuant to the preceding sentence, the Escrow Agent deducts 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 and liabilities to which it may, in its judgment, be subjected to in connection with such action. (b) Superior and Enterprise hereby jointly and severally indemnify and agree to hold harmless Whitxxxxx xxx Aviant from and against any sums from the Escrow Amount and all costs, expenses, liabilities and obligations that Whitxxxxx xxx/or Aviant may incur as a result of PESI’s (i) any failure by Superior and Enterprise to pay or reimburse 50% of the Escrow Agent for its own portion of the Agent's fees and expenses as provided in Section 12(a) or (ii) any act or omission by Superior or Enterprise that results in the Escrow Agent or any other Indemnified Party becoming entitled to indemnification under Section 11 hereof. Whitxxxxx xxx Aviant hereby jointly and severally indemnify and agree to hold harmless Superior and Enterprise from and against any and all costs, expenses, liabilities and obligations that Superior and/or Enterprise may incur as a result of (i) any failure by Whitxxxxx xxx Aviant to pay 50% of the Escrow Agent's fees and expenses as provided in Section 12(a) or (ii) any act or omission by Whitxxxxx xx Aviant that results in the Escrow Agent or any other Indemnified Party becoming entitled to indemnification under Section 11 hereof. For purposes of this subsection, the commencement by a party to this Agreement of a lawsuit, arbitration or other proceeding shall not be deemed to be an act resulting in the Escrow Agent or any other Indemnified Party becoming entitled to indemnification hereunder if the party or parties commencing such lawsuit prevail therein. In the event that the Escrow Agent or other Indemnified Party is paid any amount under Section 11 and Superior and Enterprise, on the one hand, and Whitxxxxx xxx Aviant, on the other, dispute which of such parties is required to indemnify the other under this subsection (b), such dispute shall be settled by this arbitration in accordance with Section 86. This subsection (b) sets forth rights and obligations as between Superior and Enterprise, PESI on the one hand, and Whitxxxxx xxx Aviant, on the other, and shall indemnify Homeland for not be deemed to affect the amount deducted by rights or obligations of the Escrow Agent as a result otherwise set forth in this Agreement, nor shall the Escrow Agent have any obligation to determine whether the provisions of such failurethis subsection (b) have been satisfied.

Fees and Expenses of the Escrow Agent. The Escrow Agent shall be entitled to receive compensation as set forth in Annex II hereto as payment in full for its services hereunder. Each of PESI acknowledges that upon the execution and Parent agree to pay fifty percent (50%) of the fees set forth in Annex II hereto and to reimburse the Escrow Agent, jointly and severally, for all reasonable out-of-pocket 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 delivery of this Agreement and the resignation or removal full amount 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 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 PESI’s failure to pay or reimburse the Escrow Agent for its own portion of the fees and expenses as required by this Section 8, PESI shall indemnify Homeland which are or will become due to it for the amount deducted by performance of its obligations throughout the term of this Agreement have been paid to it or that arrangements satisfactory to it for the payment of those amounts have been made. Upon the end of each calendar quarter, the Escrow Agent as a result 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 reasonable out of pockets expenses and disbursements. The Escrow Agent has no lien upon funds held pursuant to this Agreement or for payment of its fees or services under this Agreement or for payment of any other amounts due it for whatever reason. Without limiting the foregoing, the Escrow Agent expressly waives any right of setoff or counterclaim against the escrow funds. Notwithstanding any of the foregoing, monies in the escrow funds may be used to pay fees incurred in the ordinary course with disbursements of the escrow funds, including, but not limited to, wire transfer fees. The Escrow Agent shall not be liable to Charthouse, except for its own gross negligence or willful misconduct. The Charthouse shall indemnify and hold the Escrow Agent harmless from and against any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys fees and disbursements arising out of and in connection with the Agreement ("Indemnifiable Expenses"), except to the extent that such failureIndemnifiable 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 Agreement. 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. The Buyer and the Company Shareholders hereby agree that each shall pay to the Escrow Agent shall be entitled to receive compensation as set forth in Annex II hereto as payment in full for its services hereunder. Each one-half 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 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, jointly actual and severally, for all reasonable documented out-of-pocket expenses, disbursements and advances expenses reasonably incurred or made by the Escrow Agent in the performance of its duties hereunder (including reasonable fees and out-of-pocket expenses and disbursements that may arise as a result of its counsel). The provisions of this Section 8 shall survive any dispute among the termination of this Agreement and the resignation or removal of the Escrow Agent. If Parent or PESI fail to pay any amounts owed Parties hereto with respect to the Escrow Agent pursuant to this Account or any arbitration that may arise under Section 8, all such compensation and reimbursements shall be 5(e) hereof. In releasing any amounts 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 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 sentenceBuyer hereunder, the Escrow Agent deducts may deduct therefrom and pay to itself the amount of any sums from outstanding fees and expenses attributable to the Escrow Amount as a result Buyer payable to it pursuant to the terms of PESI’s failure this Agreement. In releasing any amounts payable to pay or reimburse the Company Shareholders hereunder, the Escrow Agent for its own portion may deduct therefrom and pay to itself the amount of the any outstanding fees and expenses as required 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 8, PESI shall indemnify Homeland for the amount deducted by the Escrow Agent as a result of such failure7.

Fees and Expenses of the Escrow Agent. 10.1 The Escrow Agent Purchaser and the 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 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 each pay fifty percent (50%) of the fees set forth in Annex II hereto and to reimburse of the Escrow Agent for the Escrow Agent, jointly and severally, for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Escrow Agent in the performance of its duties 's services hereunder (including reasonable fees and out-of-pocket expenses and disbursements of its counsel). The provisions of this Section 8 shall survive as set out in Exhibit B) for the termination first year of this Agreement which shall be paid at the same time as the Escrowed Shares and the resignation or removal of Escrowed Amount shall be deposited herein with the Escrow Agent. If Parent All expenses and disbursements incurred in carrying out the Escrow Agent's duties hereunder or PESI fail under the indemnity provided in Section 8 (such latter expenses shall be advanced to pay any amounts owed to Escrow Agent, upon request) and, in the case the Escrow is extended beyond one year and one business day, the fees of the Escrow Agent pursuant to this Section 8, all such compensation and reimbursements for the Escrow Agent's services hereunder shall be payable out 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 attached schedule (or one Designated Vendor if the claims relate only to said Designated Vendor). In the case of a dispute between the Indemnitee and the Designated Vendors (or one Designated Vendor, if the claims relate to only one Designated Vendor), the Escrow Agent may 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 may act and rely upon the advice or opinion so obtained and fifty percent (50%) of the reasonable fees, expenses or disbursements of any 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 or disbursements of any such counsel shall be paid by the Purchaser. This section shall survive termination of this Escrow Amount in accordance herewithAgreement. 10.2 The Purchaser and the Designated Vendors (or one Designated Vendor, provided there remain sufficient funds therefor. If there are not sufficient funds constituting part of if the Escrow Amount claims relate only to said Designated Vendor) shall pay the Escrow Agent’s compensation and reimbursements, then 's charges within thirty (30) days of the date of an invoice from the Escrow Agent’s compensation and reimbursement . Any amount outstanding after such period shall accrue interest, calculated daily, at the Escrow Agent's banker's annual prime interest rate plus 3%. All such fees may be increased after a joint and several obligation period of Homeland and PESI; provided, however, that solely as between Homeland and PESI, such amounts shall be paid as follows: one-half by Homeland and one-half by PESI. If, pursuant two years from the date of this Agreement upon thirty (30) days' written notice to the preceding sentenceparties. 10.3 In all cases, the Escrow Agent deducts any sums from may require payment and shall have the Escrow Amount as a result of PESI’s failure right to pay or reimburse the Escrow Agent for its own portion retain out of the fees Escrowed Amount to be released, if unpaid in full for any fees, expenses and expenses as required by other amount howsoever owing to it hereunder prior to the return of Escrowed Shares or Escrowed Amount to any party in accordance with this Section 8, PESI shall indemnify Homeland for the amount deducted by the Escrow Agent as a result of such failureAgreement.