Common use of Escrow Agent’s Fee Clause in Contracts

Escrow Agent’s Fee. The Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit A, which compensation shall be paid by the Company. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent's services as contemplated by the Escrow Agreement; provided, however, that in the event that the Escrow Agent performs additional services not contemplated in this Escrow Agreement or incurs additional expenses not contemplated in Exhibit A, the Escrow Agent may be entitled to additional fees or reimbursement of costs. Such events that shall entitle the Escrow Agent to receive additional fees or reimbursement of additional costs or expenses are situations wherein: (i) the conditions for the disbursement of funds under the Escrow Agreement are not fulfilled within the original timeframe contemplated under this Agreement, (ii) the Escrow Agent renders any additional material service, requested by a duly authorized agent of the Company or Roth, not contemplated in this Escrow Agreement, (iii) there is any xxxxgnment of interest in the subject matter of this Escrow Agreement, (iv) any material modification hereof, or if any material controversy arises hereunder, or (v) the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement, or the subject matter hereof, in which case the Escrow Agent shall be compensated by the Company for such extraordinary services and reimbursed for costs and expenses, including attorney's fees, occasioned by any delay, controversy, litigation or event, with the amount of such fees to be paid and costs and expenses to be reimbursed to be reasonably determined by the Company. Investment of Proceeds. The funds placed in the Escrow Account (the "Escrow Funds") shall be properly and promptly credited by the Escrow Agent. The Escrow Agent shall hold the funds in cash and uninvest.. On or prior to the date hereof, the parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate IRS forms W-9 or W-8 and other forms and documents that the Escrow Agent may reasonably request. The parties hereto understand that if such tax reporting documentation is not so certified to the Escrow Agent, Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, to withhold a portion of any interest or other income earned on the Escrow Fund pursuant to this Escrow Agreement. To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of funds held or payments made hereunder, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Funds. The parties agree to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses that may be assessed against the Escrow Agent on or with respect to any payment or other activities under this Escrow Agreement unless any such tax, addition for late payment, interest, penalties and other expenses shall arise out of or be caused by the actions of, or failure to act, by the Escrow Agent.

Escrow Agent’s Fee. The Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit AC, which compensation shall be paid by the CompanyFund or any of its affiliates. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent's ’s services as contemplated by the this Escrow Agreement; provided, however, that in the event that the Escrow Agent performs additional services not contemplated in this Escrow Agreement or incurs additional expenses not contemplated in Exhibit A, the Escrow Agent may be entitled to additional fees or reimbursement of costs. Such events that shall entitle the Escrow Agent to receive additional fees or reimbursement of additional costs or expenses are situations wherein: (i) the conditions for the disbursement of funds under the this Escrow Agreement are not fulfilled within the original timeframe contemplated under this Agreementfulfilled, (ii) or the Escrow Agent renders any additional material service, requested by a duly authorized agent of the Company or Roth, service not contemplated in this Escrow AgreementAgreement with the Fund’s or the Dealer Manager’s consent or as required by law, (iii) or there is any xxxxgnment assignment of interest in the subject matter of this Escrow Agreement, (iv) or any material modification hereofhereof with the Fund’s consent, or if any material controversy arises hereunder, or (v) the Escrow Agent is made a party to any litigation pertaining relating to this Escrow Agreement, or the subject matter hereof, in which case then the Escrow Agent shall be reasonably compensated by the Company for such extraordinary services and reimbursed for all reasonable costs and expenses, including reasonable attorney's fees’s fees and expenses, occasioned by any delay, controversy, litigation or event, with and the amount of such fees to same shall be paid and costs and expenses to be reimbursed to be reasonably determined by the Company. Investment Fund or any of Proceedsits affiliates. The funds placed in Fund’s obligations under this Section 7 shall survive the Escrow Account (the "Escrow Funds") shall be properly and promptly credited by the Escrow Agent. The Escrow Agent shall hold the funds in cash and uninvest.. On resignation or prior to the date hereof, the parties shall provide removal of the Escrow Agent with certified tax identification numbers by furnishing appropriate IRS forms W-9 and the assignment or W-8 and other forms and documents that the Escrow Agent may reasonably request. The parties hereto understand that if such tax reporting documentation is not so certified to the Escrow Agent, Escrow Agent may be required by the Internal Revenue Code termination of 1986, as amended, to withhold a portion of any interest or other income earned on the Escrow Fund pursuant to this Escrow Agreement. To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of funds held or payments made hereunder, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Funds. The parties agree to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses that may be assessed against the Escrow Agent on or with respect to any payment or other activities under this Escrow Agreement unless any such tax, addition for late payment, interest, penalties and other expenses shall arise out of or be caused by the actions of, or failure to act, by the Escrow Agent.

Escrow Agent’s Fee. The Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule exhibit attached hereto as Exhibit AB. The Escrow Agent shall send a copy of each invoice to both Parent and the 3F Party Representative. Each of Parent and the Company shall pay one half of such compensation in cash upon receipt of the Escrow Agent's invoice, which it being understood and agreed that the Company shall include all such compensation shall as expenses to be paid by reflected on the CompanyActual Operating Budget reviewed prior to Closing pursuant to the relevant terms of the Merger Agreement. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent's services as contemplated by the this Escrow Agreement; provided, however, that in the event that the Escrow Agent performs additional services not contemplated in this Escrow Agreement or incurs additional expenses not contemplated in Exhibit A, the Escrow Agent may be entitled to additional fees or reimbursement of costs. Such events that shall entitle the Escrow Agent to receive additional fees or reimbursement of additional costs or expenses are situations wherein: (i) the conditions for the disbursement of funds under the Escrow Agreement are not fulfilled within the original timeframe contemplated under this Agreement, (ii) the Escrow Agent renders any additional material service, requested by a duly authorized agent of the Company or Roth, service not contemplated in this Escrow Agreement, (iii) or there is any xxxxgnment assignment of interest in the subject matter of this Escrow Agreement, (iv) or any material modification hereof, or of if any material controversy arises hereunder, or (v) the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement, or the subject matter hereof, in which case then the Escrow Agent shall be reasonably compensated by the Company for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorney's feesfees (the "Extraordinary Expenses"), occasioned by any delay, controversy, litigation or event, with the amount of such fees to be paid and costs and expenses to be reimbursed to be reasonably determined by the Company. Investment of Proceeds. The funds placed in the Escrow Account (the "Escrow Funds") shall be properly and promptly credited by the Escrow Agent. The Escrow Agent may recover such Extraordinary Expenses from either Parent or the Stockholder Representative. The Parties agree, that amongst themselves, the Extraordinary Expenses shall hold the funds in cash be apportioned one-half (1/2) to Parent and uninvest.. On or prior one-half (1/2) to the date hereof, shares deposited or to be deposited in the parties shall provide escrow account established pursuant to the Escrow Agent with certified tax identification numbers escrow agreement required by furnishing appropriate IRS forms W-9 or W-8 and other forms and documents that Section 2.2 of the Escrow Agent may reasonably request. The parties hereto understand that if such tax reporting documentation is not so certified to Merger Agreement upon receipt of the Escrow Agent, Escrow Agent may be required 's invoice by the Internal Revenue Code of 1986, as amended, to withhold a portion of any interest or other income earned on the Escrow Fund pursuant to this Escrow Agreement. To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of funds held or payments made hereunder, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Funds. The parties agree to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses that may be assessed against the Escrow Agent on or with respect to any payment or other activities under this Escrow Agreement unless any such tax, addition for late payment, interest, penalties and other expenses shall arise out of or be caused by the actions of, or failure to act, by the Escrow Agenteach Party.