Fees and Expenses of the Escrow Agent. The Buyer and the Company Shareholders hereby agree that each shall pay to the Escrow Agent one-half of the Escrow Agent's fees and expenses in accepting and performing its appointment as escrow agent hereunder in accordance with the Fee Schedule attached hereto as ATTACHMENT A and made a part -5- 100 hereof. The Buyer and the Company Shareholders hereby agree that each shall pay one-half of any fees and expenses of counsel and other reasonable, actual and documented out-of-pocket expenses reasonably incurred by the Escrow Agent in the performance of its duties hereunder that may arise as a result of any dispute among the Parties hereto with respect to the Escrow Account or any arbitration that may arise under Section 5(e) hereof. In releasing any amounts payable to the Buyer hereunder, the Escrow Agent may deduct therefrom and pay to itself the amount of any outstanding fees and expenses attributable to the Buyer payable to it pursuant to the terms of this Agreement. In releasing any amounts payable to the Company Shareholders hereunder, the Escrow Agent may deduct therefrom and pay to itself the amount of any outstanding fees and expenses attributable to the Company Shareholders payable to it pursuant to the terms of the Agreement; PROVIDED, HOWEVER, that a written statement of such deductions and the basis therefor is concurrently delivered to the Shareholders' Representative. The Escrow Fund shall be the sole source of recovery of fees and expenses payable by the Company Shareholders under this Section 7.
Fees and Expenses of the Escrow Agent. All fees of the Escrow Agent for its services hereunder, together with any expenses reasonably incurred by the Escrow Agent in connection with this Agreement, shall be paid by the Company. All fees of the Escrow Agent in connection herewith shall be due upon receipt of an invoice from the Escrow Agent delivered to the Company.
Fees and Expenses of the Escrow Agent. All fees of the Escrow Agent for its services hereunder, together with any expenses reasonably incurred by the Escrow Agent in connection with this Agreement, shall be shared equally by Buyer on the one hand and the Holders on the other. The fees to be paid by the Holders shall be deducted from the Escrow Deposit.
Fees and Expenses of the Escrow Agent. All fees of the Escrow Agent for its services hereunder, together with any expenses reasonably incurred by the Escrow Agent in connection with this Agreement, shall be paid one-half by Purchaser, on the one hand, and one-half by the Holders collectively, on the other.
Fees and Expenses of the Escrow Agent. Parent agrees to pay to the Escrow Agent reasonable compensation for all of the services rendered by it under this Agreement and will reimburse the Escrow Agent for all reasonable expenses and disbursements, including the cost and expense of any suit or litigation of any character and any proceedings before any governmental agency reasonably incurred by the Escrow Agent in connection with its rights and duties under this Agreement and the Merger Agreement; provided that Parent shall have no obligation to reimburse the Escrow Agent for any expenses or disbursements paid, incurred or suffered by the Escrow Agent in any suit or litigation in which the Escrow Agent is determined to have acted fraudulently, in bad faith or with negligence or wilful misconduct.
Fees and Expenses of the Escrow Agent. Parent shall pay all of the Escrow Agent’s out-of-pocket administrative fees, costs and expenses in connection with its services as the Escrow Agent hereunder.
Fees and Expenses of the Escrow Agent. The fees and the expenses of the Escrow Agent for its services hereunder shall be paid by Parent in accordance with Schedule 3. The provisions of this Section 8 shall survive any termination of this Agreement and removal or resignation of the Escrow Agent.
Fees and Expenses of the Escrow Agent. The Pledgee and Pledgor agree, jointly and severally, to (i) pay the Escrow Agent Two Thousand Five Hundred Dollars ($2,500) upon execution of this Escrow Agreement; and (ii) reimburse the Escrow Agent for all necessary expenses, disbursements and advances (including reasonable attorneys' fees) incurred or made by it in connection with carrying out its duties hereunder. The liability of the Pledgee and Pledgor under this Section 6 shall be joint and several.
Fees and Expenses of the Escrow Agent. Buyer and Seller shall compensate the Escrow Agent for its services hereunder in accordance with Exhibit A attached hereto. All of the obligations set forth in this Section 10 shall be payable by Buyer and Seller on the date of this Agreement. Buyer and Seller shall each be responsible for one half of the Escrow Agent’s fees, unless otherwise determined by a court of competent jurisdiction or an arbitrator pursuant to Section 19. The obligations of Buyer and Seller under this Section 10 shall survive any termination of this Escrow Agreement and any resignation or removal of the Escrow Agent.
Fees and Expenses of the Escrow Agent. The fees and the expenses of the Escrow Agent for its services hereunder shall be paid in equal parts by Parent and out of the Escrow Amount, in accordance with Schedule 3. The provisions of this Section 7 shall survive any termination of this Agreement and removal or resignation of the Escrow Agent.
