Common use of Compensation and Reimbursement of Expenses Clause in Contracts

Compensation and Reimbursement of Expenses. Purchaser and Sellers hereby agree, jointly and severally, (i) to pay Escrow Agent for its services hereunder in accordance with the fee schedule attached hereto as Exhibit B, which fee will be deemed fully earned immediately, regardless of the actual length of time during which this Escrow Agreement is effective, and (ii) to pay all reasonable expenses incurred by Escrow Agent in connection with the performance of its duties and enforcement of its rights hereunder and other-wise in connection with the preparation, operation, administration and enforcement of this Escrow Agreement, including, without limitation, reasonable attorney's fees, brokerage costs and related expenses incurred by Escrow Agent. No increase in the rate of any fee charged by the Escrow agent shall be valid hereunder unless previously approved in writing by Purchaser and Representative. A fee of $____ will be paid to the Escrow Agent by Purchaser and Sellers upon execution of this Escrow Agreement. As between Purchaser and Sellers, any such compensation and reimbursement to which Escrow Agent is entitled will be borne 50% by Purchaser and 50% by Sellers. Notwithstanding anything to the contrary contained in this Escrow Agreement, Escrow Agent will be entitled to retain from any disbursements requested hereunder any outstanding fees and/or expenses due to ut hereunder. Escrow Agent is hereby granted a first lien on the Escrow Fund for all indebtedness that may become owing to Escrow Agent pursuant to this Escrow Agreement or otherwise in connection with the Escrow Fund. In the event such fees or expenses are not paid to Escrow Agent within thirty (30) days after Escrow Agent makes demand therefor from Purchaser and Sellers, Escrow Agent may charge such fee against the Escrow Fund.

Compensation and Reimbursement of Expenses. Seller, Purchaser and Sellers PBGC hereby agree, jointly and severally, (i) to pay agree that the Escrow Agent may withdraw funds out of the Escrowed Property to satisfy the Escrow Agent's fees for its services hereunder in accordance with the Escrow Agent's fee schedule as attached as Schedule I hereto as Exhibit Bin effect from time to time; provided, which fee will be deemed fully earned immediatelyhowever, regardless the Escrow Agent shall provide written notice (the "WITHDRAWAL NOTICE") to the Seller, Purchaser and PBGC ten (10) business days notice of any pending withdrawal of funds in accordance with this SECTION 11 and shall not effectuate such withdrawal if Seller, Purchaser or PBGC shall object to such withdrawal prior to the effective date set forth in the Withdrawal Notice. In addition, Seller, Purchaser and PBGC, each agree that the Escrow Agent may withdraw funds out of the actual length Escrowed Property to reimburse the Escrow Agent for all of time during which this Escrow Agreement is effective, its reasonable and (ii) to pay all reasonable documented out-of-pocket expenses incurred by the Escrow Agent in connection with the performance of its duties and enforcement of its rights hereunder and other-wise otherwise in connection with the preparation, operation, administration and enforcement of this Escrow Agreement, including, without limitation, reasonable attorney's attorneys' fees, brokerage costs and related expenses incurred by the Escrow Agent, in each case to the extent reasonably necessary (collectively, "OTHER EXPENSES"). No increase in Notwithstanding the rate of any fee charged by the Escrow agent shall be valid hereunder unless previously approved in writing by Purchaser and Representative. A fee of $____ will be paid to foregoing, the Escrow Agent by Purchaser and Sellers upon execution of this Escrow Agreement. As between Purchaser and Sellers, shall have no right to withdraw funds from the Escrowed Property for any such compensation and reimbursement to which Escrow Agent is entitled will be borne 50% by Purchaser and 50% by Sellers. Notwithstanding anything Other Expenses to the contrary contained in this Escrow Agreementextent such expenses arise out of, Escrow Agent will be entitled relate to retain or result from any disbursements requested hereunder any outstanding fees and/or expenses due to ut hereunder. Escrow Agent is hereby granted a first lien on the Escrow Fund for all indebtedness that may become owing to Escrow Agent pursuant to Agent's material breach of this Escrow Agreement or otherwise in connection with the gross negligence, willful misconduct or fraud of the Escrow Fund. In the event such fees or expenses are not paid to Escrow Agent within thirty (30) days after Escrow Agent makes demand therefor from Purchaser and Sellers, Escrow Agent may charge such fee against the Escrow FundAgent.

Compensation and Reimbursement of Expenses. Purchaser and Sellers hereby agree, jointly and severally, (i) to pay Escrow Agent for its services hereunder in accordance with the fee schedule attached hereto as Exhibit B, which fee will be deemed fully earned immediately, regardless of the actual length of time during which this Escrow Agreement is effective, and (ii) to pay all reasonable expenses incurred by Escrow Agent in connection with the performance of its duties and enforcement of its rights hereunder and other-wise in connection with the preparation, operation, administration and enforcement of this Escrow Agreement, including, without limitation, reasonable attorney's fees, brokerage costs and related expenses incurred by Escrow Agent. No increase in the rate of any fee charged by the Escrow agent shall be valid hereunder unless previously approved in writing by Purchaser and Representative. A fee of $____ $ will be paid to the Escrow Agent by Purchaser and Sellers upon execution of this Escrow Agreement. As between Purchaser and Sellers, any such compensation and reimbursement to which Escrow Agent is entitled will be borne 50% by Purchaser and 50% by Sellers. Notwithstanding anything to the contrary contained in this Escrow Agreement, Escrow Agent will be entitled to retain from any disbursements requested hereunder any outstanding fees and/or expenses due to ut hereunder. Escrow Agent is hereby granted a first lien on the Escrow Fund for all indebtedness that may become owing to Escrow Agent pursuant to this Escrow Agreement or otherwise in connection with the Escrow Fund. In the event such fees or expenses are not paid to Escrow Agent within thirty (30) days after Escrow Agent makes demand therefor from Purchaser and Sellers, Escrow Agent may charge such fee against the Escrow Fund.Escrow

Compensation and Reimbursement of Expenses. Purchaser and Sellers hereby agree, jointly and severally, (i) to pay Escrow Agent shall charge for its services hereunder in accordance with the fee schedule attached hereto as Exhibit B, which fee will an amount equal to $10,000 per year and Escrow Agent shall be deemed fully earned immediately, regardless of the actual length of time during which this Escrow Agreement is effective, and (ii) to pay reimbursed for all reasonable expenses incurred by Escrow Agent in connection with the performance of its duties and enforcement of its rights hereunder and other-wise otherwise in connection with the preparation, operation, administration and enforcement of this Escrow Agreement, including, without limitation, reasonable attorney's attorneys’ fees, brokerage costs costs, and related expenses incurred by Escrow Agent. No increase in The Merger Sub and following the rate of any fee charged by Effective Time, the Escrow agent shall be valid hereunder unless previously approved in writing by Purchaser and Representative. A fee of $____ Surviving Corporation will be paid to (i) pay the Escrow Agent by Purchaser and Sellers upon execution of this Escrow Agreement. As between Purchaser Agreement and Sellersfrom time to time thereafter such compensation, any such compensation and reimbursement to which (ii) pay or reimburse the Escrow Agent is entitled will be borne 50% upon request for all expenses, disbursements and advances, including reasonable attorney’s fees and expenses, incurred or made by Purchaser it in connection with the preparation, execution, performance, delivery, modification and 50% by Sellers. Notwithstanding anything to the contrary contained in termination of this Escrow Agreement. The Target Shareholders, Target and Merger Sub hereby grant to Escrow Agent will be entitled a lien upon, and security interest in, all of its respective right, title, and interest in and to retain from any disbursements requested hereunder any outstanding fees and/or expenses due to ut hereunder. Escrow Agent is hereby granted a first lien on all of the Escrow Fund plus all accrued interest and other earnings thereon as security for all indebtedness that may become the payment and performance of its obligations owing to Escrow Agent hereunder, including, without limitation, its respective obligations of payment and reimbursement provided for hereunder, which lien and security interest may be enforced by Escrow Agent without notice by charging and setting-off and paying from the Escrow Fund any and all amounts then owing to it pursuant to this Escrow Agreement or otherwise in connection with the Escrow Fund. In the event such fees or expenses are not paid to Escrow Agent within thirty (30) days after Escrow Agent makes demand therefor from Purchaser and Sellers, Escrow Agent may charge such fee against the Escrow Fundby appropriate foreclosure proceedings.