Payments to Escrow Agent. At the time of execution of this Agreement, Depositors shall pay Escrow Agent an acceptance fee of $10,000. In addition, Depositors shall pay Escrow Agent a fee of $60,000 per annum or part thereof payable upon execution of this Agreement and thereafter on each anniversary date of this Agreement and Depositors agree to reimburse the Escrow Agent for all reasonable expenses, disbursements and advances incurred or made by the Escrow Agent in performance of its duties hereunder (including reasonable fees, expenses and disbursements of its counsel). The obligations contained in this Section shall be a joint and several obligation of the Depositors. Without limiting the rights of the Escrow Agent under the preceding sentence, RSI, on the one hand, and the Shareholders, on the other hand, agree as between themselves that all fees and related expenses of the Escrow Agent hereunder (including fees of its legal counsel) shall be paid one-half by RSI and one-half by the Shareholders.
Payments to Escrow Agent. Except as hereinafter set forth in Section 6.6 hereof, Borrower hereby agrees to delixxx xxx Net Operating Income and all Security Deposits to Escrow Agent on a monthly basis within twenty (20) days of the end of each calendar month from and after the date hereof through the date on which all amounts evidenced or secured by the Note and Security Deed are paid in full.
Payments to Escrow Agent. Escrow Agent shall be paid for services hereunder in accordance with the attached fee schedule and shall be reimbursed for its out of pocket expenses for fees of counsel in setting up the escrow. Payments of all fees shall be the responsibility of Elekom and may, to the extent of unpaid fees and expenses, be deducted from any property placed within the escrow with Escrow Agent. In the event that Escrow Agent is made a party to litigation with respect to the property held hereunder, or brings an action in interpleader or in the event that the conditions of this escrow are not promptly fulfilled, or Escrow Agent is required to render any service not provided for in this agreement and fee schedule, or there is any assignment of the interest of this escrow or any modification hereof, Escrow Agent shall be entitled to reasonable compensation for such extraordinary services and reimbursement for all fees, costs, liability and expenses, including attorney fees. The Escrow Agent may amend its fee schedule from time to time on 60 days prior written notice to the parties. If any controversy arises between the parties hereto or with any third person, Escrow Agent shall not be required to resolve the same or to take any action to do so but may, at its discretion, institute such interpleader or other proceedings as it deems proper. Escrow Agent may rely on any joint written instructions as to the disposition of funds, assets, documents, or other held in escrow.
Payments to Escrow Agent. Escrow Agent shall be paid for services hereunder in accordance with the fee schedule attached hereto as Exhibit A and shall be reimbursed for its reasonable out-of-pocket expenses for fees of counsel in setting up the Escrow Account. Any fees or charges to establish the Indemnity Escrow Account and the Working Capital Escrow Account shall be deducted from the relevant Escrowed Funds. Any subsequent fees or charges of the Escrow Agent in connection with this Agreement shall be deducted from the Indemnity Escrow Account or the Working Capital Escrow Account, as applicable; provided that, Escrow Agent shall provide reasonable notice to Buyer and the Stockholders’ Representative prior to deducting any payments from the Indemnity Escrow Account or the Working Capital Escrow Account, as applicable. In the event that Escrow Agent is made a party to litigation with respect to the property held hereunder, or brings an action in interpleader or in the event that the conditions of this escrow are not promptly fulfilled, or Escrow Agent is required to render any service not provided for in this agreement and fee schedule, or there is any assignment of the interest of this escrow or any modification hereof, Escrow Agent shall be entitled to reasonable compensation for such extraordinary services and reimbursement for all fees, costs, liability and expenses, including reasonable attorney fees, which shall be divided equally between the Stockholders and Buyer in accordance with the preceding sentence. The Escrow Agent may amend its fee schedule from time to time on thirty (30) days’ prior written notice to the parties. If any controversy arises between the parties hereto or with any third person, Escrow Agent shall not be required to resolve the same or to take any action to do so but may, at its discretion, institute such interpleader or other proceedings as it deems proper. Escrow Agent may rely on any Joint Direction as to the disposition of funds, assets, documents, or other items held in the Indemnity Escrow Account or the Working Capital Escrow Account, as applicable.
Payments to Escrow Agent. Following closing, the Purchaser shall pay the sum of $1,000,000 to an escrow agent chosen by the Vendor and the Purchaser as follows:
(a) $250,000 payable on the 30th day after the Closing Date;
(b) $250,000 payable on the 90th day after the Closing Date;
(c) $250,000 payable on the 120th day after the Closing Date; and
(d) $250,000 payable on the 150th day after the Closing Date. If the Indebtedness Documentation, the Guarantee and Exchange Agreement and the Debentures are in good standing on the thirtieth (30th) day after the first anniversary of the Closing Date, the escrow agent shall pay the monies which it holds in escrow, together with all interest which has accrued thereon, to the Purchaser. In the event that a periodic $250,000 payment is not made by the Purchaser to the escrow agent as set forth above, the Purchaser shall pay a penalty to the Vendor in the amount of $10,000 payable immediately, and such periodic $250,000 payment shall then be due to be paid to the escrow agent no later than thirty (30) days after the date on which it was originally due. In the event that the Purchaser fails again to make a periodic $250,000 payment when due, the Purchaser shall pay a penalty to the Vendor in the amount of $25,000 payable immediately in each instance, and such periodic $250,000 shall then be due to be paid to the escrow agent no later than thirty (30) days after the date on which it was originally due. In the event that any failure by the Purchaser to make any payments to the escrow agent when due results in a past due balance of $500,000 or more, it shall constitute an event of default under the Indebtedness Documentation and the Guarantee and Exchange Agreement. On the occurrence of any event of default under the terms of the Indebtedness Documentation, the Guarantee and Exchange Agreement or the Debentures, all monies held by the escrow agent, together with all interest accrued thereon, shall be paid to the Vendor on account of any balance outstanding under the Indebtedness Documentation or the Guarantee and Exchange Agreement, which shall be in addition to any other remedies available to the Vendor.
Payments to Escrow Agent. Commencing on November 20, 1993 and within twenty (20) days of the end of each calendar month thereafter through the date on which all amounts evidenced or secured by the Note and Security Deed have been paid in full (the "Escrow Term"), Borrower shall deliver to Escrow Agent the Net Operating Income and all Security Deposits related to the Property. All amounts paid by Borrower to Escrow Agent hereunder shall be held and disbursed by Escrow Agent in the manner hereinafter set forth. Borrower's payment of Net Operating Income due on or before November 20, 1993 shall be for the month of October, 1993. Escrow Agent hereby acknowledges receipt of $9,717.83 in Security Deposits from Borrower.
Payments to Escrow Agent. At the Closing, upon the terms and conditions of this Agreement, the Buyer shall pay by wire transfer of immediately available United States funds, to the Escrow Agent, on behalf of the Sellers, an amount equal to the Indemnity Escrow Amount and an amount equal to the Adjustment Escrow Amount to the respective accounts set forth on Schedule 3.2.
Payments to Escrow Agent. As payment for its services rendered hereunder, Escrow Agent shall receive a one-time Initialization Fee of $765 and a Maintenance Fee of $900 per year to be paid by Consultant. Consultant shall also pay $150 for each additional update. Consultant shall also pay Escrow Agent any increases in fees imposed by Escrow Agent on an annual basis upon notice to Consultant. Escrow Agent shall promptly advise Customer of Consultant's failure to pay such fees in a timely manner. Customer shall have the right to pay Escrow Agent its fees, and may offset such fees against any other fees due and owing to Consultant under the Master Agreement or otherwise.
