Expenses of Indemnification Representative. The ------------------------------------------ Indemnification Representative shall be entitled to be reimbursed his reasonable out-of-pocket expenses and the reasonable fees and disbursements of counsel retained by him. Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the contributors to the Escrow Shares, for all services performed pursuant to the Merger Agreement and this Escrow Agreement; provided, however, that payment of any Escrow Adjustment shall take priority over payments to the Indemnification Representative, as provided herein. The Custodian shall follow the joint written instructions of the Indemnification Representative and Cambridge concerning the release or sale of Escrow Shares relating to the reimbursement of the Indemnification Representative. If upon termination of this Agreement, the Indemnification Representative shall not have received the reimbursements to which he is entitled hereunder, then the Indemnification Representative shall be entitled to reimbursement from the Holders on a joint and several basis.
Appears in 2 contracts
Samples: Escrow Agreement (Cambridge Technology Partners Massachusetts Inc), Escrow Agreement (Cambridge Technology Partners Massachusetts Inc)
Expenses of Indemnification Representative. The ------------------------------------------ Indemnification Representative shall be entitled to be reimbursed his reasonable out-of-pocket expenses and the reasonable fees and disbursements of counsel retained by him. Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the contributors to Holders (based on the Escrow Sharespercentages set forth on EXHIBIT 1.1), for all services performed pursuant to the Merger Agreement and this Escrow Agreement; providedPROVIDED, howeverHOWEVER, that payment of any Escrow Adjustment shall take priority over payments to the Indemnification Representative, as provided herein. The Custodian Escrow Agent shall follow the joint written instructions of the Indemnification Representative and Cambridge Parent concerning the release or sale of Escrow Shares relating to the reimbursement of the Indemnification Representative. If upon termination of this Agreement, the Indemnification Representative shall not have received the reimbursements to which he is entitled hereunder, then the Indemnification Representative shall be entitled to reimbursement from the Holders on a joint and several basis.
Appears in 2 contracts
Samples: Escrow Agreement (Lionbridge Technologies Inc /De/), Escrow Agreement (Jeanty Roger O)
Expenses of Indemnification Representative. The Indemnification ------------------------------------------ Indemnification Representative shall be entitled to be reimbursed his reasonable out-of-pocket expenses and the reasonable fees and disbursements of counsel retained by him. Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the contributors to the Escrow Shares, for all services performed pursuant to the Merger Agreement and this Escrow Agreement; provided, however, that payment of any Escrow Adjustment shall take priority over payments to the Indemnification Representative, as provided herein. The Custodian Escrow Agent shall follow the joint written instructions of the Indemnification Representative and Cambridge Parent concerning the release or sale of Escrow Shares relating to the reimbursement of the Indemnification Representative. If upon termination of this Agreement, Agreement the Indemnification Representative shall not have received the reimbursements to which he is entitled hereunder, then the Indemnification Representative shall be entitled to reimbursement from the Holders on a joint and several basis.
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Expenses of Indemnification Representative. The ------------------------------------------ Indemnification Representative shall be entitled to be reimbursed his reasonable out-of-pocket expenses and the reasonable fees and disbursements of counsel retained by him. Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the contributors to the Escrow SharesShares (based on the percentages set forth on EXHIBIT 1.1), for all services performed pursuant to the Merger Agreement and this Escrow Agreement; provided, however, that payment of any Escrow Adjustment shall take priority over payments to the Indemnification Representative, as provided herein. The Custodian Escrow Agent shall follow the joint written instructions of the Indemnification Representative and Cambridge Parent concerning the release or sale of Escrow Shares relating to the reimbursement of the Indemnification Representative. If upon termination of this Agreement, the Indemnification Representative shall not have received the reimbursements to which he is entitled hereunder, then the Indemnification Representative shall be entitled to reimbursement from the Holders on a joint and several basis.
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Samples: Escrow Agreement (Sipex Corp)
Expenses of Indemnification Representative. The ------------------------------------------ Indemnification Representative shall be entitled to be reimbursed his reasonable out-of-pocket expenses and the reasonable fees and disbursements of counsel retained by him. Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the contributors to the Escrow Shares, for all services performed pursuant to the Merger Agreement and this Escrow Agreement; provided, however, that payment of any Escrow Adjustment shall take priority over payments to the Indemnification Representative, as provided herein. The Custodian Escrow Agent shall follow the joint written instructions of the Indemnification Representative and Cambridge Parent concerning the release or sale of Escrow Shares relating to the reimbursement of the Indemnification Representative. If upon termination of this Escrow Agreement, the Indemnification Representative shall not have received the reimbursements to which he is entitled hereunder, then the Indemnification Representative shall be entitled to reimbursement from the Holders on a joint and several basis.
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Expenses of Indemnification Representative. The Indemnification ------------------------------------------ Indemnification Representative shall be entitled to be reimbursed his reasonable out-of-pocket expenses and the reasonable fees and disbursements of counsel retained by him. Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the contributors to the Escrow Shares, for all services performed pursuant to the Merger Agreement and this Escrow Agreement; provided, however, that payment of any Escrow Adjustment shall take priority over payments to the Indemnification Representative, as provided herein. The Custodian shall follow the joint written instructions of the Indemnification Representative and Cambridge Parent concerning the release or sale of Escrow Shares relating to the reimbursement of the Indemnification Representative. If upon termination of this Agreement, the Indemnification Representative shall not have received the reimbursements to which he is entitled hereunder, then the Indemnification Representative shall be entitled to reimbursement from the Holders on a joint and several basis.
Appears in 1 contract
Samples: Escrow Agreement (Del Arroz Manuel)
Expenses of Indemnification Representative. The Indemnification ------------------------------------------ Indemnification Representative shall be entitled to be reimbursed his reasonable out-of-pocket expenses and the reasonable fees and disbursements of counsel retained by him. Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the contributors to the Escrow Shares, for all services performed pursuant to the Merger Exchange Agreement and this Escrow Agreement; provided, however, that payment of any Escrow Adjustment shall take priority over payments to the Indemnification Representative, as provided herein. The Custodian Escrow Agent shall follow the joint written instructions of the Indemnification Representative and Cambridge Parent concerning the release or sale of Escrow Shares relating to the reimbursement of the Indemnification Representative. If upon termination of this Agreement, Agreement the Indemnification Representative shall not have received the reimbursements to which he is entitled hereunder, then the Indemnification Representative shall be entitled to reimbursement from the Holders on a joint and several basis.
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Expenses of Indemnification Representative. The ------------------------------------------ Indemnification Representative shall be entitled to be reimbursed his reasonable out-of-pocket expenses and the reasonable fees and disbursements of counsel retained by him. Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the contributors to the Escrow SharesFund, for all services performed pursuant to the Merger Agreement and this Escrow Agreement; provided, however, that payment of any Escrow Adjustment shall take priority over payments to the Indemnification Representative, as provided herein. The Custodian Escrow Agent shall follow the joint written instructions of the Indemnification Representative and Cambridge Buyer concerning the release or sale of Escrow Shares Fund relating to the reimbursement of the Indemnification Representative. If upon termination of this Agreement, the Indemnification Representative shall not have received the reimbursements to which he is entitled hereunder, then the Indemnification Representative shall be entitled to reimbursement from the other Holders on a joint and several basis.
Appears in 1 contract
Samples: Escrow Agreement (Teradyne Inc)
Expenses of Indemnification Representative. The ------------------------------------------ Indemnification Representative shall be entitled to be reimbursed his reasonable out-of-pocket expenses and the reasonable fees and disbursements of counsel retained by him. Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the contributors to the Escrow SharesHolders, for all services performed pursuant to the Merger Agreement and this Escrow Agreement; provided, however, that payment of any Escrow Adjustment shall take priority over payments to the Indemnification Representative, as provided herein. The Custodian Escrow Agent shall follow the joint written instructions of the Indemnification Representative and Cambridge Parent concerning the release or sale of Escrow Shares relating to the reimbursement of the Indemnification Representative. If upon termination of this Agreement, Agreement the Indemnification Representative shall not have received the reimbursements to which he is entitled hereunder, then the Indemnification Representative shall be entitled to reimbursement from the Holders on a joint and several basis.
Appears in 1 contract
Expenses of Indemnification Representative. The ------------------------------------------ Indemnification Representative shall be entitled to be reimbursed his reasonable out-of-pocket expenses and the reasonable fees and disbursements of counsel retained by him. Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the contributors to the Escrow SharesFunds, for all services performed pursuant to the Merger Share Purchase Agreement and this Escrow Agreement; provided, however, that payment of any Escrow Adjustment shall take priority over payments to the Indemnification Representative, as provided herein. The Custodian Escrow Agent shall follow the joint written instructions of the Indemnification Representative and Cambridge Parent concerning the release or sale of Escrow Shares Funds relating to the reimbursement of the Indemnification Representative. If upon termination of this Agreement, Agreement the Indemnification Representative shall not have received the reimbursements to which he is entitled hereunder, then the Indemnification Representative shall be entitled to reimbursement from the Holders on a joint and several basis.
Appears in 1 contract