Common use of The Escrow Agent’s Fee Clause in Contracts

The Escrow Agent’s Fee. The Escrow Agent’s fees shall be as set forth on Schedule II hereto. The Escrow Agent shall be entitled to reimbursement for any reasonable expenses or disbursements incurred in connection with the performance of the Escrow Agent’s obligations hereunder. To the extent not paid pursuant to Section 4(e) hereof, BHC and Cerus shall equally bear the Escrow Agent’s fees and reasonable expenses. The Escrow Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection EXECUTION Exhibit B-1 RESTRUCTURING AND SETTLEMENT AGREEMENT [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. herewith, unless first indemnified and held harmless to its satisfaction, except that the Escrow Agent shall not be indemnified against any loss, liability or expense arising out of its negligence or willful misconduct. Such indemnity shall survive the termination or discharge of this Agreement or resignation of the Escrow Agent. In the event that any fees remain unpaid after 30 days after written notice of such fees to each of BHC and Cerus, Escrow Agent may withhold the amount of such unpaid fees from any income distributable to BHC or Cerus.

The Escrow Agent’s Fee. The Escrow Agent’s fees Agent shall be paid a fee for its services under this Agreement as set forth on Schedule II I hereto. The Escrow Agent shall , and be entitled to reimbursement for any reasonable expenses or disbursements actually incurred by the Escrow Agent in connection with the performance of the Escrow Agent’s obligations hereunder. To the extent hereunder (provided that such fees, expenses and disbursements do not paid pursuant arise out of, relate to Section 4(e) hereof, BHC and Cerus shall equally bear or result from the Escrow Agent’s fees gross negligence, bad faith or willful misconduct) (such fees, expenses and reasonable expensesdisbursements being hereinafter referred to collectively as the “Escrow Agent Fees and Expenses”). All Escrow Agent Fees and Expenses shall be paid 50% by Acquiror and 50% by the Stockholder Representative; provided that only the Stockholder Representative’s portion of Escrow Agent Fees and Expenses shall be paid out of earnings on the Escrow Amount. The Escrow Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection EXECUTION Exhibit B-1 RESTRUCTURING AND SETTLEMENT AGREEMENT [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. herewith, unless first indemnified and held harmless to its satisfaction, except that the Escrow Agent shall not be indemnified against any loss, liability or expense arising out of its negligence gross negligence, bad faith or willful misconduct. Such indemnity shall survive the termination or discharge of this Agreement or resignation of the Escrow Agent. In The Escrow Agent will not be entitled to withdraw any amounts from the event that any fees remain unpaid after 30 days after written earnings on the Escrow Amount for payment of Escrow Agent Fees and Expenses hereunder until the expiration of five (5) Business Days following delivery of notice of such fees to each of BHC and Cerus, Escrow Agent may withhold the amount of and basis for such unpaid fees from any income distributable Escrow Agent Fees and Expenses to BHC or Cerusthe Acquiror and the Stockholder Representative.

The Escrow Agent’s Fee. The Escrow Agent’s fees shall be as set forth on Schedule II hereto. (a) The Escrow Agent shall be entitled to reimbursement compensation for its services hereunder as set forth on Schedule I hereto, payable one-half by FTDI and one-half by the Association. The Escrow Agent shall have, and is hereby granted, a prior lien upon any reasonable property, cash, or assets of the Escrow Account, with respect to its unpaid fees and nonreimbursed expenses, superior to the interests of any other persons or entities; and shall be entitled and is hereby granted the right to set off and deduct any unpaid fees and/or nonreimbursed expenses or from amounts on deposit in the Escrow Account. (b) The fees and expenses are due and payable at the signing of this Agreement. The Escrow Agent acknowledges that all legal fees and other expenses and disbursements incurred by the Escrow Agent in connection with the performance determination to enter into this Agreement are included in the amount set forth on Schedule I. FTDI and the Association, jointly and severally, hereby agree to indemnify the Escrow Agent, including its officers, directors, employees and agents for, and to hold it harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Escrow Agent’s obligations , including, without limitation, legal or other fees arising out of or in connection with its entering into this Agreement and carrying out its duties hereunder. To , including, without limitation, the extent not paid pursuant to Section 4(e) hereof, BHC costs and Cerus shall equally bear expenses of defending itself against any claim of liability in the Escrow Agent’s fees and reasonable expensespremises or any action for interpleader. The Escrow Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection EXECUTION Exhibit B-1 RESTRUCTURING AND SETTLEMENT AGREEMENT [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. herewith, unless first indemnified and held harmless to its satisfactionsatisfaction in accordance with the foregoing, except that the Escrow Agent shall not be indemnified against any loss, liability or expense arising out of its gross negligence or willful misconduct. Such indemnity shall survive the termination or discharge of this Agreement or resignation or removal of the Escrow Agent. In the event that any fees remain unpaid after 30 days after written notice of such fees to each of BHC and Cerus, The Escrow Agent may withhold shall be reimbursed one-half by the amount Association and one-half by FTDI for any reasonable expenses or disbursements incurred in connection with the performance of such unpaid fees from any income distributable the Escrow Agent's obligations hereunder, including, without limitation, the actual cost of legal services should the Escrow Agent deem it necessary to BHC or Cerusretain an attorney.

The Escrow Agent’s Fee. The Purchaser and the Seller shall each pay one-half (1/2) of the Escrow Agent’s fees shall be (as such fees are set forth on Schedule II III hereto). The Escrow Agent shall be entitled to reimbursement from Purchaser and the Seller (one-half (1/2) each) for any reasonable expenses or disbursements incurred in connection with the performance of the Escrow Agent’s obligations hereunder. To Purchaser and the extent not paid pursuant Seller shall each remit their respective shares of such fees and reimbursable amounts to Section 4(e) hereof, BHC and Cerus shall equally bear the Escrow Agent promptly upon receipt of an invoice from Escrow Agent’s fees and reasonable expenses. The Escrow Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection EXECUTION Exhibit B-1 RESTRUCTURING AND SETTLEMENT AGREEMENT [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. herewith, unless first indemnified and held harmless to its satisfaction, except that the Escrow Agent shall not be indemnified against any loss, liability or expense arising out of its negligence gross negligence, or willful misconduct. Such indemnity shall survive the termination or discharge of this Agreement or resignation of the Escrow Agent. In the event that any fees remain unpaid after 30 days after written notice of such fees to each of BHC and Cerus, The Escrow Agent may withhold shall have, and is hereby granted, a prior lien upon the amount Escrow Deposit with respect to its unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights, superior to the interests of such any other persons or entities and is hereby granted the right to set off and deduct any unpaid fees fees, non-reimbursed expenses and unsatisfied indemnification rights from any income distributable to BHC or Cerusthe Escrow Deposit.