The Escrow Agent’s Fee. Escrow Agent shall be entitled to fees and expenses for its regular services as Escrow Agent as set forth in Exhibit A. Additionally, Escrow Agent is entitled to reasonable fees for extraordinary services and reimbursement of any reasonable out of pocket and extraordinary costs and expenses related to its obligations as Escrow Agent under this Agreement, including, but not limited to, reasonable attorneys’ fees. All of the Escrow Agent’s compensation, costs and expenses shall be paid by the Company.
The Escrow Agent’s Fee. Escrow Agent shall be entitled to fees and expenses for its regular services as Escrow Agent as set forth in Exhibit A.
The Escrow Agent’s Fee. The Escrow Agent shall be entitled to fees and expenses for its regular services as Escrow Agent as set forth in Exhibit A. Additionally, the Escrow Agent is entitled to reasonable fees for extraordinary services and reimbursement of any reasonable out of pocket and extraordinary costs and expenses related to its obligations as Escrow Agent under this Agreement, including, but not limited to, reasonable attorneys’ fees. Subject to proper invoicing and a good faith dispute, all of the Escrow Agent’s compensation, and its reasonable and documented costs and expenses shall be paid by the Company.
The 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 or any of its affiliates. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent’s services as contemplated by this Escrow Agreement; provided, however, that in the event that the conditions for the disbursement of funds under this Escrow Agreement are not fulfilled, or the Escrow Agent renders any material service not contemplated in this Escrow Agreement with the Company’s consent, or there is any assignment of interest in the subject matter of this Escrow Agreement, or any material modification hereof with the Company’s consent, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation relating to this Escrow Agreement, or the subject matter hereof, then the Escrow Agent shall be reasonably compensated for such extraordinary services and reimbursed for all reasonable costs and expenses, including reasonable attorney’s fees and expenses, occasioned by any delay, controversy, litigation or event, and the same shall be paid by the Fund or any of its affiliates. The Company’s obligations under this Section 6 shall survive the resignation or removal of the Escrow Agent and the assignment or termination of this Escrow Agreement.
The Escrow Agent’s Fee. In consideration of the services to be provided by the Escrow Agent hereunder, the Company agrees to pay the fees to the Escrow Agent as set forth in Exhibit A.
The Escrow Agent’s Fee. Purchaser and the Seller shall each pay one-half (1/2) of the Escrow Agent’s fees (as such fees are set forth on Schedule III hereto). The Escrow Agent shall be entitled to reimbursement from Purchaser and the Seller (one-half (1/2) each) for any reasonable expenses or disbursements incurred in connection with the performance of the Escrow Agent’s obligations hereunder. Purchaser and the Seller shall each remit their respective shares of such fees and reimbursable amounts to Escrow Agent promptly upon receipt of an invoice from Escrow Agent. The Escrow Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith, unless first indemnified and held harmless to its satisfaction, except that the Escrow Agent shall not be indemnified against any loss, liability or expense arising out of its gross negligence, or willful misconduct. Such indemnity shall survive the termination or discharge of this Agreement or resignation of the Escrow Agent. The Escrow Agent shall have, and is hereby granted, a prior lien upon the Escrow Deposit with respect to its unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights, superior to the interests of any other persons or entities and is hereby granted the right to set off and deduct any unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights from the Escrow Deposit.
The Escrow Agent’s Fee. The Escrow Agent shall be entitled to fees and expenses for its regular services as the Escrow Agent as set forth in Exhibit A. Additionally, the Escrow Agent is entitled to reasonable fees for extraordinary services and reimbursement of any reasonable documented out-of-pocket and extraordinary costs and expenses related to its obligations as the Escrow Agent under this Agreement, including, but not limited to, reasonable attorneys’ fees; provided, however, that the Fund will not be liable under this Section 6 for any individual expense of the Escrow Agent for any documented out-of-pocket and extraordinary costs and expenses in an amount that is greater than $5,000 without the Fund’s express written consent. All of the Escrow Agent’s compensation, costs and expenses shall be paid by the Fund.
The Escrow Agent’s Fee. The Escrow Agent’s fees shall be as set forth on Schedule II hereto. The Escrow Agent shall be entitled to reimbursement for any reasonable expenses or disbursements incurred in connection with the performance of the Escrow Agent’s obligations hereunder. To the extent not paid pursuant to Section 4(e) hereof, BHC and Cerus shall equally bear the Escrow Agent’s fees and reasonable expenses. The Escrow Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith, [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. unless first indemnified and held harmless to its satisfaction, except that the Escrow Agent shall not be indemnified against any loss, liability or expense arising out of its negligence or willful misconduct. Such indemnity shall survive the termination or discharge of this Agreement or resignation of the Escrow Agent. In the event that any fees remain unpaid after 30 days after written notice of such fees to each of BHC and Cerus, Escrow Agent may withhold the amount of such unpaid fees from any income distributable to BHC or Cerus.
The Escrow Agent’s Fee. (a) The Escrow Agent shall be entitled to compensation for its services hereunder as set forth on Schedule I hereto, payable one-half by FTDI and one-half by the Association. The Escrow Agent shall have, and is hereby granted, a prior lien upon any property, cash, or assets of the Escrow Account, with respect to its unpaid fees and nonreimbursed expenses, superior to the interests of any other persons or entities; and shall be entitled and is hereby granted the right to set off and deduct any unpaid fees and/or nonreimbursed expenses from amounts on deposit in the Escrow Account.
The Escrow Agent’s Fee. The Escrow Agent’s fees shall be payable by the Cash Transferor Parties in the amounts and at the times set forth on Schedule B hereto.
