Compensation, Expense Reimbursement and Indemnification. (a) The Custodian shall be compensated pursuant to a separate fee agreement.
Compensation, Expense Reimbursement and Indemnification. 5.1 Each of the Interested Parties agrees, jointly and severally, (i) to pay or reimburse the Escrow Agent for its reasonable attorney’s fees and expenses incurred in connection with the preparation of this Agreement upon the presentation of reasonable and customary documentation of such fees and expenses and (ii) to pay the Escrow Agent’s compensation for its normal services hereunder in accordance with the fee schedule attached hereto as Schedule 3 and made a part hereof.
Compensation, Expense Reimbursement and Indemnification. The Secured Party covenants and agrees to pay the Bank’s fees specified in Schedule A. All fees specified in Schedule A shall be due and payable upon the execution of this Agreement. The Pledgor agrees to pay or reimburse the Bank promptly following written demand for any reasonable and documented out-of-pocket expenses incurred by the Bank in connection with the administration of its duties hereunder, including but not limited to any reasonable and documented attorney’s fees and expenses, together with any charges for services of an extraordinary nature hereunder that the Bank may be called upon from time to time to perform hereunder. The Pledgor covenants and agrees to indemnify the Bank and its employees, officers, directors and agents (each, an “Indemnified Party”) for, hold each Indemnified Party harmless from, and defend each Indemnified Party against, any and all claims, losses, actions, liabilities, costs, damages or expenses (collectively, “Losses”) of any nature incurred by any Indemnified Party arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to reasonable and documented attorney’s fees, tax liabilities (including any taxes, interest and penalties but excluding any income tax liabilities associated with the Bank’s fees), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Bank, and other costs and expenses of defending or preparing to defend against any claim of liability, except to the extent such Losses shall have been finally adjudicated by a court of competent jurisdiction to have resulted from the Indemnified Party’s own gross negligence or willful misconduct. The foregoing indemnification and agreement to hold harmless shall survive the termination of this Agreement and the resignation or removal of the Bank.
Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties covenants and agrees that the Interested Parties shall share equally in, but in any event be jointly and severally liable for, (i) paying to or reimbursing the Escrow Agent for its reasonable attorney’s fees and reasonable expenses incurred in connection with the preparation of this Agreement; (ii) paying the Escrow Agent’s compensation for its normal services hereunder in accordance with the fee schedule attached hereto as Exhibit A and made a part hereof, which may be subject to change hereafter by the Escrow Agent on an annual basis (the “Escrow Fees”); and (iii) reimbursing the Escrow Agent on demand for all reasonable costs and expenses incurred in connection with the administration of this Agreement or the escrow created hereby or the performance or observance of its duties hereunder that are in excess of the Escrow Fees, including payment of any legal fees and reasonable expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder.
Compensation, Expense Reimbursement and Indemnification. (a) The Purchaser agrees to pay the Escrow Agent’s fees and expenses hereunder in accordance with the fee schedule attached hereto as Schedule 1 and made a part hereof, which may be subject to change hereafter by the Escrow Agent on an annual basis.
Compensation, Expense Reimbursement and Indemnification. (a) Compensation: Offeror, the Company and Parent covenant and agree, jointly and severally, to pay to the Escrow Agent on a timely basis all fees and expenses specified in Schedule A. Without altering or limiting the joint and several liability of the Offeror, the Company and Parent to the Escrow Agent under this Section 5(a), the Offeror, the Company and Parent agree among themselves that Offeror and the Company shall each be responsible for 50% of the fees and expenses specified in Schedule A. Offeror and the Company covenant and agree, jointly and severally, to be responsible for any other fees and expenses payable to the Escrow Agent with respect to the Deposit Escrow Account. Any attorney’s fees incurred in connection with the preparation and negotiation of this Agreement and any Escrow Agent acceptance fees shall be due and payable upon the execution of this Agreement. In the event that any fees or expenses, or any other obligations owed to the Escrow Agent (or its counsel) are not paid to the Escrow Agent within 30 calendar days following the presentment of an invoice for the payment of such fees and expenses or the demand for such payment, then the Escrow Agent may, without further action or notice, pay such fees from the Aggregate Deposit and may sell, convey or otherwise dispose of any amounts held in the Deposit Escrow Account for such purpose. The Escrow Agent may in its sole discretion withhold from any distribution of the Aggregate Deposit an amount of such distribution it reasonably believes would, upon sale or liquidation, produce proceeds equal to any unpaid amounts to which the Escrow Agent is entitled to hereunder.
Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agree, jointly and severally (i) to pay or reimburse the Escrow Agent for its attorney’s fees and expenses incurred in connection with the preparation of this Agreement and (ii) to pay the Escrow Agent’s compensation for its services hereunder in accordance with a fee schedule attached as Schedule A hereto. The Interested Parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent shall have the right and is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account any amounts due to the Escrow Agent under this Section 4 and Section 5(c) below.
Compensation, Expense Reimbursement and Indemnification. (a) The Seller hereby agrees to be the responsible party for payment of the Escrow Agent’s fees and expenses hereunder. Notwithstanding the foregoing, each of the Interested Parties agrees, jointly and severally (i) to pay or reimburse the Escrow Agent for its attorney’s fees and expenses incurred in connection with the preparation of this Agreement and (ii) to pay the Escrow Agent’s compensation for its normal services hereunder in accordance with the fee schedule attached hereto as Exhibit A and made a part hereof.
Compensation, Expense Reimbursement and Indemnification. (a) The Company agrees (i) to pay or reimburse the Escrow Agent for its reasonable attorney’s fees and expenses incurred by it which the Escrow Agent may find reasonably necessary to engage in the performance of its duties and obligations hereunder, or the enforcement thereof, and (ii) to pay the Escrow Agent’s compensation for its normal services hereunder in accordance with the fee schedule attached hereto as Exhibit B and made a part hereof.
Compensation, Expense Reimbursement and Indemnification. (a) Each of the Interested Parties agrees, jointly and severally, to reimburse the Escrow Agent on demand for all costs and expenses incurred in connection with the administration of this Agreement or the escrow created hereby or the performance or observance of its duties hereunder which are in excess of its compensation for normal services hereunder, including without limitation, payment of any legal fees and expenses incurred by the Escrow Agent in connection with resolution of any claim by any party hereunder. Subject to the preceding sentence, the Company agrees that if Xxxx and Xxxx LLP resigns as Escrow Agent hereunder and any successor escrow agent charges fees and expenses for its services hereunder, the Company will pay such fees and expenses.
