Common use of Fees of Escrow Agent Clause in Contracts

Fees of Escrow Agent. Without altering or limiting the joint and several liability of each of the Holders and Parent to the Escrow Agent, as between the Holders and Parent, Parent agrees (i) to pay or reimburse the Escrow Agent for its attorneys' 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 attached Schedule II, which may be subject to change hereafter on an annual basis, provided that such changes are consistent with changes to fees generally charged to all similar escrow accounts maintained by the Escrow Agent. Without altering or limiting the joint and several liability of each of the Holders and Parent to the Escrow Agent, as between the Holders and Parent, Parent agrees 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, including without limitation, payment of any reasonable legal fees and expenses incurred by the Escrow Agent in connection with the resolution of any Claim made by a party to this Agreement. Without altering or limiting the joint and several liability of the Holders and Parent under this paragraph and under paragraph 9 or otherwise under this Agreement, as between the Holders and Parent, Parent shall pay all costs and expenses incurred by the Escrow Agent and all fees charged for such Escrow Agent's fees. The Escrow Agent shall periodically xxxx Parent (with a copy of such xxxx sent to the Stockholders' Committee) for such out of pocket fees and expenses. The Indemnity Escrow Fund shall not be available to, and shall not be used by, the Escrow Agent to set off any obligations of any party hereto owing the Escrow Agent in any capacity.

Fees of Escrow Agent. Without altering or limiting The District shall pay to the joint Escrow Agent fees and several liability of each expenses as are mutually agreed upon by the District and the Escrow Agent as and for payment in full for the services of the Holders Escrow Agent as escrow agent hereunder, through and Parent including the final redemption of the Refunded Bonds as set forth herein. It is also understood that the fee agreed upon for the services of the Escrow Agent hereunder shall be considered compensation for its ordinary services as contemplated by these instructions, but in the event that the conditions of this escrow are not promptly fulfilled or that the Escrow Agent renders any service hereunder not provided for in the foregoing instructions or that there is an assignment of any interest in the subject matter of this escrow, or modification hereof, or that any controversy arises hereunder or that the Escrow Agent is made a party to, or intervenes in, or, in good faith, interpleads in, any litigation pertaining to this escrow or the subject matter thereof, the Escrow Agent shall be reasonably compensated by the District for such extraordinary services and reimbursed for all costs and expenses, plus interest charged at the maximum rate permitted by law occasioned by such default, delay, controversy or litigation, including, without limitation, the fees and disbursements of legal counsel to the Escrow Agent, as between the Holders and Parent, Parent agrees (i) to pay or reimburse . Under no circumstances shall the Escrow Agent for its attorneys' fees and expenses incurred be entitled to assert a lien against the cash or Escrowed Securities held in connection with the preparation of this Agreement and (ii) to pay the Escrow Agent's compensation Fund to provide security for its normal services hereunder in accordance with the attached Schedule II, which may be subject to change hereafter on an annual basis, provided that such changes are consistent with changes to fees generally charged to all similar escrow accounts maintained by the Escrow Agent. Without altering or limiting the joint and several liability of each payment of the Holders and Parent to the Escrow Agent, as between the Holders and Parent, Parent agrees to reimburse the Escrow Agent on demand for all costs and expenses incurred fees described 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, including without limitation, payment of any reasonable legal fees and expenses incurred by the Escrow Agent in connection with the resolution of any Claim made by a party to this Agreement. Without altering or limiting the joint and several liability of the Holders and Parent under this paragraph and under paragraph 9 or otherwise under this Agreement, as between the Holders and Parent, Parent shall pay all costs and expenses incurred by the Escrow Agent and all fees charged for such Escrow Agent's fees. The Escrow Agent shall periodically xxxx Parent (with a copy of such xxxx sent to the Stockholders' Committee) for such out of pocket fees and expenses. The Indemnity Escrow Fund shall not be available to, and shall not be used by, the Escrow Agent to set off any obligations of any party hereto owing the Escrow Agent in any capacitySection.

Fees of Escrow Agent. Without altering or limiting the joint and several liability of each of the Holders and Parent to the Escrow Agent, as between the Holders and Parent, Parent agrees (i) to pay or reimburse the The Escrow Agent shall be entitled to compensation for its attorneys' reasonable out-of-pocket costs and expenses (including without limitation reasonable fees and expenses incurred disbursements of counsel) in connection with the preparation preparation, negotiation, amendment, modification, waiver, execution, delivery, performance or enforcement of this Escrow Agreement and (ii) to in accordance with the fee schedule attached hereto as Schedule B. Parent will pay the Escrow Agent's compensation Agent as billed for its normal services hereunder in accordance with the fee schedule attached hereto as Schedule IIB. The Escrow Agent may, which may be subject in the event of nonpayment by Parent following billing by Escrow Agent pursuant to change hereafter on Escrow Agent’s standard business practices, charge against and withdraw from the Escrowed Property for its own account or for the account of an annual basisIndemnitee any amounts due to the Escrow Agent under Section 5.1 or this Article 9 or to an Indemnitee under Section 5.1 or this Article 9, provided that Escrow Agent has first adequately sought payment for such changes are consistent with changes amounts directly from Parent pursuant to fees generally charged to all similar escrow accounts maintained by this Article 9 and Schedule B. In the Escrow Agent. Without altering or limiting the joint and several liability of each of the Holders and Parent to the Escrow Agent, as between the Holders and Parent, Parent agrees to reimburse event that the Escrow Agent on demand for all costs and expenses incurred is made a party to litigation with respect to the property held hereunder, or brings an action in connection with the administration of this Agreement interpleader, or the escrow created hereby or the performance or observance of its duties hereunder which are in excess of its compensation for normal services, including without limitation, payment of any reasonable legal fees and expenses incurred by the Escrow Agent has agreed to render any service not provided for in connection with the resolution of this General Escrow Agreement and fee schedule, or there is any Claim made by a party to this Agreement. Without altering or limiting the joint and several liability assignment of the Holders and Parent interests under this paragraph and under paragraph 9 General Escrow Agreement or otherwise under this Agreement, as between the Holders and Parent, Parent shall pay all costs and expenses incurred by the Escrow Agent and all fees charged for such Escrow Agent's fees. The Escrow Agent shall periodically xxxx Parent (with a copy of such xxxx sent to the Stockholders' Committee) for such out of pocket fees and expenses. The Indemnity Escrow Fund shall not be available to, and shall not be used byany modification hereof, the Escrow Agent will be entitled to set off any obligations reasonable compensation from Parent for such extraordinary services and reimbursement for all fees, costs, liability, and expenses, including but not limited to attorneys’ fees. The provisions of any party hereto owing this Article 9 will survive the termination of this General Escrow Agreement and the resignation, removal, or replacement of the Escrow Agent in any capacityAgent.

Fees of Escrow Agent. Without altering or limiting the joint and several liability The fees of each of the Holders and Parent to the Escrow Agent, as between the Holders and Parent, Parent agrees (i) to pay or reimburse the Escrow Agent for its attorneys' shall be paid by WHDX on the Closing of the Purchase Agreement out of funds of the First Installment, as set forth on Exhibit A attached hereto. However, the fees and expenses incurred by 11i in connection with the preparation of this Escrow Agreement in the amount of Seven Hundred Fifty Dollars ($750.00) shall be born by WHDX and (ii) will be payable to pay Brinen & Associates, LLC on behalf of 11i. In the event that the conditions of this Escrow Agent's compensation for its normal services hereunder in accordance with the attached Schedule IIAgreement are not promptly fulfilled, which may be subject to change hereafter on an annual basis, provided that such changes are consistent with changes to fees generally charged to all similar escrow accounts maintained by the Escrow Agent. Without altering or limiting the joint and several liability of each of the Holders and Parent to the Escrow Agent, as between the Holders and Parent, Parent agrees to reimburse if the Escrow Agent on demand renders any service not provided for in this Escrow Agreement, or if the parties request a substantial modification of its terms, or if any controversy arises, or if the Escrow Agent is made a party to, or intervenes in, any litigation pertaining to this escrow or its subject matter, the Escrow Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs, attorney’s fees, including costs of counsel, and expenses incurred in connection with occasioned by such default, delay, controversy or litigation and the administration Escrow Agent shall have the right to retain all documents and/or other things 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, including without limitation, payment of value at any reasonable legal fees and expenses incurred time held by the Escrow Agent in connection with the resolution this escrow until such compensation, fees, costs, and expenses are paid. WHDX promises to pay these sums upon demand. WHDX is responsible for payment of any Claim made by a party to this Agreement. Without altering or limiting the joint and several liability all of the Holders and Parent under this paragraph and under paragraph 9 or otherwise under this Agreement, as between the Holders and Parent, Parent shall pay all costs and expenses incurred by the Escrow Agent and all fees charged for such Escrow Agent's fees’s usual charges. The Escrow Agent shall periodically xxxx Parent (with have a copy of such xxxx sent to first lien on the Stockholders' Committee) Escrow Property and papers held under this Escrow Agreement for such out of pocket fees compensation and expenses. The Indemnity obligations under this Section 6 shall survive any termination of this Escrow Fund shall not be available to, Agreement and shall not be used by, the resignation or removal of Escrow Agent to set off any obligations of any party hereto owing the Escrow Agent in any capacityAgent.

Fees of Escrow Agent. Without altering or limiting the joint and several liability of each of the Holders and Parent to the Escrow Agent, as between the Holders and Parent, Parent agrees (i) to pay or reimburse the Escrow Agent for its reasonable attorneys' 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 attached Schedule II, which may be subject to change hereafter on an annual basishereafter, provided that such changes are consistent with changes to fees generally charged to all similar escrow accounts maintained by the Escrow Agent. Without altering or limiting the joint and several liability of each Each of the Holders Interested Parties agree, jointly and Parent to the Escrow Agentseverally, as between the Holders and Parent, Parent agrees 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, including without limitation, payment of any reasonable legal fees and expenses incurred by the Escrow Agent in connection with the resolution of any Claim or Adjustment Claim made by a party to this Agreement. Without altering or limiting the joint and several liability of the Holders and Parent Interested Parties under this paragraph and under paragraph Section 9 or otherwise under of this Agreement, the Interested Parties agree, as between the Holders and Parentamong themselves, that Parent shall pay the Escrow Agent's fees and all of its costs and expenses incurred by the Escrow Agent for its normal services (which shall not, however, include costs and all fees charged for such Escrow Agent's feesexpenses incurred in connection with any dispute arising hereunder, which the Interested Parties shall share equally). The Escrow Agent shall periodically xxxx Parent (with a copy of such xxxx sent to the Stockholders' Committee) for such out of pocket fees and expenses. The Indemnity Escrow Fund shall not be available to, and shall not be used by, the Escrow Agent to set off any obligations of any party hereto owing the Escrow Agent in any capacity.

Fees of Escrow Agent. Without altering or limiting For its services hereunder, the joint Escrow Agent shall be entitled to the fees set forth on SCHEDULE II attached hereto. The annual Administrative Fee shall be subject to adjustment annually, upon notice. Such fees shall be paid by Parent. In addition, the Parent and several liability the Stockholder jointly and severally agree to pay equally the cost of each of the Holders and Parent to reimbursing the Escrow Agent, as between the Holders and Parent, Parent agrees (i) to pay or reimburse the Escrow Agent for its attorneys' 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 attached Schedule II, which may be subject to change hereafter on an annual basis, provided that such changes are consistent with changes to fees generally charged to all similar escrow accounts maintained by the Escrow Agent. Without altering or limiting the joint and several liability of each of the Holders and Parent to the Escrow Agent, as between the Holders and Parent, Parent agrees to shall reimburse the Escrow Agent on demand 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 servicesservices hereunder, including without limitation, payment of any reasonable legal fees and expenses incurred by the Escrow Agent in connection with the resolution of any Claim made claim by a any * Confidential treatment has been requested for certain portions of this exhibit. Omitted portions have been filed separately with the Commission. party to this Agreement. Without altering or limiting the joint and several liability of the Holders and Parent under this paragraph and under paragraph 9 or otherwise under this Agreement, as between the Holders and Parent, Parent shall pay all costs and expenses incurred by the Escrow Agent and all fees charged for such Escrow Agent's feeshereunder ("EXTRAORDINARY ADMINISTRATIVE EXPENSES"). The Escrow Agent shall periodically xxxx Parent (with a copy of such xxxx sent to and the Stockholders' Committee) Stockholder for such out of pocket fees and expenses. The Indemnity Escrow Fund shall not be available to, and shall not be used by, the Escrow Agent to set off any obligations of any party hereto owing the Escrow Agent in any capacity. Without altering or limiting the joint and several liability of any of the Interested Parties to the Escrow Agent hereunder, each of the Interested Parties agrees as between themselves that they shall share, one half each, all amounts payable to the Escrow Agent for Extraordinary Administrative Expenses pursuant to this Section 13.