Common use of Compensation, Expense Reimbursement and Indemnification Clause in Contracts

Compensation, Expense Reimbursement and Indemnification. (a) Compensation: Offeror, the Company and Parent covenant and agree, jointly and severally, to pay to the Escrow Agent on a timely basis all fees and expenses specified in Schedule A. Without altering or limiting the joint and several liability of the Offeror, the Company and Parent to the Escrow Agent under this Section 5(a), the Offeror, the Company and Parent agree among themselves that Offeror and the Company shall each be responsible for 50% of the fees and expenses specified in Schedule A. Offeror and the Company covenant and agree, jointly and severally, to be responsible for any other fees and expenses payable to the Escrow Agent with respect to the Deposit Escrow Account. Any attorney’s fees incurred in connection with the preparation and negotiation of this Agreement and any Escrow Agent acceptance fees shall be due and payable upon the execution of this Agreement. In the event that any fees or expenses, or any other obligations owed to the Escrow Agent (or its counsel) are not paid to the Escrow Agent within 30 calendar days following the presentment of an invoice for the payment of such fees and expenses or the demand for such payment, then the Escrow Agent may, without further action or notice, pay such fees from the Deposit and may sell, convey or otherwise dispose of any amounts held in the Deposit Escrow Account for such purpose. The Escrow Agent may in its sole discretion withhold from any distribution of the Deposit an amount of such distribution it reasonably believes would, upon sale or liquidation, produce proceeds equal to any unpaid amounts to which the Escrow Agent is entitled to hereunder.