Common use of Fees of Escrow Agent Clause in Contracts

Fees of Escrow Agent. 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, provided that such changes are consistent with changes to fees generally charged to all similar escrow accounts maintained by the Escrow Agent. Each of the Interested Parties agree, jointly and severally, 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 Interested Parties under this paragraph and under Section 9 of this Agreement, the Interested Parties agree, as among 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 expenses incurred in connection with any dispute arising hereunder, which the Interested Parties shall share equally). The Escrow Agent shall periodically xxxx Parent for such out of pocket fees and expenses. The 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. Parent agrees (i) to pay or reimburse The Company and the Selling Shareholders hereby agree that the Escrow Agent for its reasonable attorneys' fees and expenses incurred shall be entitled to a fee as described 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, provided that such changes are consistent with changes to fees generally charged to A plus all similar escrow accounts maintained by the Escrow Agent. Each of the Interested Parties agree, jointly and severally, 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 documented out-of-pocket expenses incurred by the Escrow Agent in connection with (the resolution "Escrow Fee") for performance of the services enumerated herein. The Escrow Fee and the Escrow Agent's expenses shall be split equally by the Company and the Selling Shareholders. The performance by the Escrow Agent of its obligations under this Agreement (other than the taking of any Claim or Adjustment Claim made by a party to this Agreement. Without altering or limiting action which, under the joint and several liability of the Interested Parties under this paragraph and under Section 9 express terms of this Agreement, are discretionary) shall be independent of the Interested Parties agree, as among themselves, requirement that Parent shall pay the Escrow Agent's fees and all of its costs expenses be paid, and expenses incurred by the Escrow Agent for its normal services (which shall not, however, include costs and expenses incurred in connection with any dispute arising hereunder, which the Interested Parties shall share equally). The Escrow Agent shall periodically xxxx Parent for not be entitled to delay or withhold performance of such out obligations under this Agreement by reason of pocket nonpayment of such fees and expenses. The Escrow Fund shall not be available ; provided, that if any fees, expenses or costs incurred by, or any obligations owed to, and shall Escrow Agent hereunder are not be used bypromptly paid when due, Escrow Agent may reimburse itself therefor from the Escrow Agent to set off any obligations Accounts and may sell, convey or otherwise dispose of any party hereto owing funds or assets in the Escrow Agent in any capacityAccounts for such purpose.

Fees of Escrow Agent. Parent agrees (i) to pay or reimburse For its services hereunder, the Escrow Agent for its reasonable attorneys' 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 expenses incurred in connection with the preparation of this Agreement Stockholder jointly and (ii) severally agree to pay equally the cost of reimbursing the Escrow Agent's compensation for its normal services hereunder in accordance with the attached Schedule II, which may be subject to change hereafter, provided that such changes are consistent with changes to fees generally charged to all similar escrow accounts maintained by the Escrow Agent. Each of the Interested Parties agree, jointly and severally, 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 or Adjustment Claim made claim by a any party to this Agreement. Without altering or limiting the joint and several liability of the Interested Parties under this paragraph and under Section 9 of this Agreement, the Interested Parties agree, as among 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 hereunder (which shall not, however, include costs and expenses incurred in connection with any dispute arising hereunder, which the Interested Parties shall share equally"EXTRAORDINARY ADMINISTRATIVE EXPENSES"). The Escrow Agent shall periodically xxxx Parent and the Stockholder for such out of pocket fees and expenses. The 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.

Fees of Escrow Agent. Parent agrees (i) to pay or reimburse For its services hereunder, the Escrow Agent for its reasonable attorneys' 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 expenses incurred in connection with the preparation of this Agreement Stockholder jointly and (ii) severally agree to pay equally the cost of reimbursing the Escrow Agent's compensation for its normal services hereunder in accordance with the attached Schedule II, which may be subject to change hereafter, provided that such changes are consistent with changes to fees generally charged to all similar escrow accounts maintained by the Escrow Agent. Each of the Interested Parties agree, jointly and severally, 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 or Adjustment Claim made claim by a party to this Agreement. Without altering or limiting the joint and several liability of the Interested Parties under this paragraph and under Section 9 any * Confidential treatment has been requested for certain portions of this Agreement, exhibit. Omitted portions have been filed separately with the Interested Parties agree, as among 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 Commission. party hereunder (which shall not, however, include costs and expenses incurred in connection with any dispute arising hereunder, which the Interested Parties shall share equally"EXTRAORDINARY ADMINISTRATIVE EXPENSES"). The Escrow Agent shall periodically xxxx Parent and the Stockholder for such out of pocket fees and expenses. The 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.