Common use of Compensation of Escrow Agent Clause in Contracts

Compensation of Escrow Agent. Subject to Section 11, Buyer and Seller hereby agree to each pay one-half of the fees of Escrow Agent as compensation for the services to be rendered pursuant to this Escrow Agreement, which fees are set forth on Exhibit B. The parties also shall each reimburse Escrow Agent within fifteen (15) days of written request by Escrow Agent for one-half of the reasonable out of pocket expenses incurred by Escrow Agent in rendering services hereunder, including, but not limited to, the actual cost of legal services in the event Escrow Agent deems it necessary to retain counsel in connection with the interpretation or implementation of this Agreement. The parties shall pay their respective share of such expenses to Escrow Agent within fifteen (15) days following receipt by the parties of a written statement setting forth such expenses. Except as otherwise provided in Section 10, the parties agree that, in the event any controversy arises under or in connection with this Escrow Agreement or the Escrow Funds or if Escrow Agent is made a party to or intervenes in any litigation pertaining to this Escrow Agreement or the Escrow Funds, the parties shall each pay to Escrow Agent one half of the reasonable compensation for Escrow Agent’s extraordinary services and each shall reimburse Escrow Agent for one-half of all costs and expenses associated with such controversy or litigation. Escrow Agent agrees that Buyer and Seller are severally, but not jointly, liable for the fees and expenses described in this Section 7, and agrees to look to each of Buyer and Seller for only their respective one-half share of such fees and expenses.

Compensation of Escrow Agent. Subject to Section 11, Buyer Purchaser and Seller hereby agree to compensate Escrow Agent on demand for its services hereunder in accordance with Schedule A attached hereto and the provisions hereof. Purchaser, on the one hand, and Seller, on the other hand, will each pay one-half of Escrow Agent’s fees and reasonable and documented out-of-pocket expenses as set forth on Schedule A attached hereto, payable in accordance with the fees terms of an invoice sent by Escrow Agent to Purchaser and Sellers, respectively. In the event that the Escrow Agent is authorized to make distributions of Escrow Funds to any party to this Agreement pursuant to and in accordance with the terms of this Agreement, and expenses and disbursements are due and payable to the Escrow Agent pursuant to the terms of this Agreement by the party receiving such distribution, the Escrow Agent is authorized to offset such amounts due and payable to it against such disbursement to that party. Escrow Agent hereby waives any other right of set-off against the Escrow Account. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent’s services to be rendered pursuant to 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 service not contemplated in this Escrow Agreement, which fees are set forth on Exhibit B. The parties also shall each reimburse or there is any assignment of interest in the subject matter of this Escrow Agent within fifteen (15) days of written request by Escrow Agent for one-half of the reasonable out of pocket expenses incurred by Escrow Agent in rendering services Agreement, or any material modification hereof, or if any material controversy arises hereunder, including, but not limited to, the actual cost of legal services in the event Escrow Agent deems it necessary to retain counsel in connection with the interpretation or implementation of this Agreement. The parties shall pay their respective share of such expenses to Escrow Agent within fifteen (15) days following receipt by the parties of a written statement setting forth such expenses. Except as otherwise provided in Section 10, the parties agree that, in the event any controversy arises under or in connection with this Escrow Agreement or the Escrow Funds or if Escrow Agent is made a party to or intervenes in any litigation pertaining to this Escrow Agreement or the Escrow Fundssubject matter hereof, then the parties shall each pay to Escrow Agent one half of the reasonable compensation shall be compensated for Escrow Agent’s such extraordinary services and each shall reimburse Escrow Agent reimbursed for oneall reasonable and documented out-half of all of-pocket costs and expenses associated with such controversy or litigation. Escrow Agent agrees that Buyer and Seller are severallyincurred by it, but not jointly, liable for the fees and expenses described in this Section 7, and agrees to look to each of Buyer and Seller for only their respective one-half share of such including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. If any amount due to the Escrow Agent hereunder is not paid within thirty (30) days of the date due, the Escrow Agent in its sole discretion may charge interest on such amount up to the highest rate permitted by applicable law. The obligations of Purchaser and Seller under this Section 17 shall survive any termination of this Agreement and the resignation of Escrow Agent.

Compensation of Escrow Agent. Subject to Section 11, Buyer Purchaser and Seller hereby agree to compensate Escrow Agent on demand for its services hereunder in accordance with Schedule A attached hereto and the provisions hereof. Purchaser, on the one hand, and Seller, on the other hand, will each pay one-half of Escrow Agent’s fees and reasonable and documented out-of-pocket expenses as set forth on Schedule A attached hereto, payable in accordance with the fees terms of an invoice sent by Escrow Agent to Purchaser and Sellers, respectively. In the event that the Escrow Agent is authorized to make distributions of Escrow Funds to any party to this Agreement pursuant to and in accordance with the terms of this Agreement, and expenses and disbursements are due and payable to the Escrow Agent pursuant to the terms of this Agreement by the party receiving such distribution, the Escrow Agent is authorized to offset such amounts due and payable to it against such disbursement to that party. Escrow Agent hereby waives any other right of set-off against the Escrow Account. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent's services to be rendered pursuant to 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 service not contemplated in this Escrow Agreement, which fees are set forth on Exhibit B. The parties also shall each reimburse or there is any assignment of interest in the subject matter of this Escrow Agent within fifteen (15) days of written request by Escrow Agent for one-half of the reasonable out of pocket expenses incurred by Escrow Agent in rendering services Agreement, or any material modification hereof, or if any material controversy arises hereunder, including, but not limited to, the actual cost of legal services in the event Escrow Agent deems it necessary to retain counsel in connection with the interpretation or implementation of this Agreement. The parties shall pay their respective share of such expenses to Escrow Agent within fifteen (15) days following receipt by the parties of a written statement setting forth such expenses. Except as otherwise provided in Section 10, the parties agree that, in the event any controversy arises under or in connection with this Escrow Agreement or the Escrow Funds or if Escrow Agent is made a party to or intervenes in any litigation pertaining to this Escrow Agreement or the Escrow Fundssubject matter hereof, then the parties shall each pay to Escrow Agent one half of the reasonable compensation shall be compensated for Escrow Agent’s such extraordinary services and each shall reimburse Escrow Agent reimbursed for oneall reasonable and documented out-half of all of-pocket costs and expenses associated with such controversy or litigation. Escrow Agent agrees that Buyer and Seller are severallyincurred by it, but not jointly, liable for the fees and expenses described in this Section 7, and agrees to look to each of Buyer and Seller for only their respective one-half share of such including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. If any amount due to the Escrow Agent hereunder is not paid within thirty (30) days of the date due, the Escrow Agent in its sole discretion may charge interest on such amount up to the highest rate permitted by applicable law. The obligations of Purchaser and Seller under this Section 17 shall survive any termination of this Agreement and the resignation of Escrow Agent.

Compensation of Escrow Agent. Subject a. The Company hereby agrees to Section 11, Buyer and Seller hereby agree to each pay one-half be the responsible party for payment of the Escrow Agent’s fees of Escrow Agent as compensation for and expenses hereunder, including: (i) to pay or reimburse the services to be rendered pursuant to this Escrow Agreement, which fees are set forth on Exhibit B. The parties also shall each reimburse Escrow Agent within fifteen (15) days of written request by Escrow Agent for one-half of the reasonable out of pocket its attorney’s fees and expenses incurred by Escrow Agent in rendering services hereunder, including, but not limited to, the actual cost of legal services in the event Escrow Agent deems it necessary to retain counsel in connection with the interpretation or implementation enforcement of this Make Good Agreement. The parties shall , and (ii) to pay their respective share of such expenses the Escrow Agent’s compensation for its normal services hereunder in accordance with the fee schedule attached hereto as Exhibit B and made a part hereof, which may be subject to change hereafter by the Escrow Agent within fifteen (15) days following receipt on an annual basis. b. The Company agrees to reimburse the Escrow Agent on demand for all costs and expenses incurred in connection with the administration of this Make Good 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 hereunder, including payment of any reasonable legal fees and expenses incurred by the parties Escrow Agent in connection with resolution of a written statement setting forth any claim by any party hereunder. c. Each of the Company and the Make Good Pledgor covenant and agree, jointly and severally, to indemnify the Escrow Agent (and its directors, officers and employees) and hold it (and such expenses. Except as otherwise provided in Section 10directors, officers and employees) harmless from and against any loss, liability, damage, cost and expense of any nature incurred by the parties agree that, in the event any controversy arises under Escrow Agent arising out of or in connection with this Escrow Make Good Agreement or with the Escrow Funds or if Escrow Agent is made a party administration of its duties hereunder, including but not limited to or intervenes in any litigation pertaining to this Escrow Agreement or attorney’s fees, tax liabilities (other than income tax liabilities associated with the Escrow Funds, the parties shall each pay to Escrow Agent one half of the reasonable compensation for Escrow Agent’s extraordinary services fees), any liabilities or damages that may result from any inaccuracy or misrepresentation made in any tax certification provided to the Escrow Agent, and each shall reimburse Escrow Agent for one-half any wrongly act of all any such party, and other costs and expenses associated with of defending or preparing to defend against any claim of liability unless and except to the extent such controversy loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s gross negligence, or litigationwillful misconduct. Escrow Agent agrees that Buyer The foregoing indemnification and Seller are severally, but not jointly, liable for agreement to hold harmless shall survive the fees and expenses described in termination of this Section 7, and agrees to look to each of Buyer and Seller for only their respective one-half share of such fees and expensesMake Good Agreement.

Compensation of Escrow Agent. Subject 3.1. The Parties jointly and severally agree to pay to the Escrow Agent compensation, and to reimburse the Escrow Agent for costs and expenses, all in accordance with the provisions of Exhibit B hereto, which is incorporated herein by reference and made a part hereof. Without limiting the joint and several nature of the obligations of the Parties pursuant to this Section 113.1, Buyer and Seller hereby agree each agree, as between themselves, that each shall only be responsible for fifty percent of any such amounts payable pursuant to each pay one-half of this Section 3.1. The fee agreed upon for the fees of Escrow Agent services rendered hereunder is intended as full compensation for the Escrow Agent’s services to be rendered pursuant to as contemplated by this Escrow Agreement; provided, however, that in the event that the conditions for the disbursement of funds are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, which fees are set forth on Exhibit B. The parties also shall each reimburse Escrow Agent within fifteen (15) days or there is any assignment of written request by Escrow Agent for one-half of the reasonable out of pocket expenses incurred by Escrow Agent in rendering services hereunder, including, but not limited to, the actual cost of legal services interest in the event Escrow Agent deems it necessary to retain counsel in connection with the interpretation or implementation subject matter of this Agreement. The parties shall pay their respective share of such expenses to Escrow Agent within fifteen (15) days following receipt by the parties of a written statement setting forth such expenses. Except as otherwise provided in Section 10, the parties agree that, in the event any controversy arises under or in connection with this Escrow Agreement or the Escrow Funds any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to or intervenes in any litigation pertaining to this Escrow Agreement or the Escrow Fundssubject matter hereof, then the parties shall each pay to Escrow Agent one half of the reasonable compensation shall be compensated for Escrow Agent’s such extraordinary services and each shall reimburse Escrow Agent reimbursed for one-half of all reasonable costs and expenses associated with such controversy or litigation. Escrow Agent agrees that Buyer and Seller are severallyexpenses, but not jointly, liable for the fees and expenses described in this Section 7, and agrees to look to each of Buyer and Seller for only their respective one-half share of such including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. The Escrow Agent shall have, and is hereby granted, a prior lien upon and first priority security interest in the Escrow Fund (and the earnings and interest accrued thereon) with respect to its unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights, superior to the interests of any other persons or entities and without judicial action to foreclose such lien and security interest. The provisions of this section shall survive the termination of this Escrow Agreement and any resignation or removal of the Escrow Agent.

Compensation of Escrow Agent. Subject 3.1. The Borrower agrees to Section 11, Buyer and Seller hereby agree pay to each pay one-half of the fees of Escrow Agent compensation, and to reimburse the Escrow Agent for costs and expenses, all in accordance with the provisions of Exhibit B hereto, which is incorporated herein by reference and made a part hereof. The fees agreed upon for the services rendered hereunder are intended as full compensation for the Escrow Agent’s services to be rendered pursuant to as contemplated by this Escrow Agreement; provided, however, that in the event that the conditions for the disbursement of funds are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, which fees are set forth on Exhibit B. The parties also shall each reimburse Escrow Agent within fifteen (15) days or there is any assignment of written request by Escrow Agent for one-half of the reasonable out of pocket expenses incurred by Escrow Agent in rendering services hereunder, including, but not limited to, the actual cost of legal services interest in the event Escrow Agent deems it necessary to retain counsel in connection with the interpretation or implementation subject matter of this Agreement. The parties shall pay their respective share of such expenses to Escrow Agent within fifteen (15) days following receipt by the parties of a written statement setting forth such expenses. Except as otherwise provided in Section 10, the parties agree that, in the event any controversy arises under or in connection with this Escrow Agreement or the Escrow Funds any material modification hereof, or if any dispute or controversy arises hereunder, or the Escrow Agent is made a party to or intervenes in any litigation pertaining to this Escrow Agreement or the Escrow Fundssubject matter hereof, then the parties shall each pay Borrower agrees to compensate the Escrow Agent one half of the reasonable compensation for Escrow Agent’s such extraordinary services and each shall reimburse the Escrow Agent for one-half of all costs and expenses associated with such controversy or litigation. Escrow Agent agrees that Buyer and Seller are severallyexpenses, but not jointly, liable for the fees and expenses described in this Section 7, and agrees to look to each of Buyer and Seller for only their respective one-half share of such including reasonable attorneys’ fees and expenses, occasioned by any such event. In the event the Escrow Agent is authorized to make a distribution of funds to Borrower (or at the direction of Borrower) pursuant to the terms of this Escrow Agreement, and fees or expenses are then due and payable to the Escrow Agent pursuant to the terms of this Escrow Agreement (including, without limitation, amounts owed under this Section 3.1 and Section 2.8) by the Borrower receiving or directing such distribution, the Escrow Agent is authorized to offset and deduct such amounts due and payable to it from such distribution. The Escrow Agent shall have, and is hereby granted, a prior lien upon and first priority security interest in the Escrow Fund (and the earnings and interest accrued thereon) with respect to its unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights, superior to the interests of any other persons or entities and without judicial action to foreclose such lien and security interest, and the Escrow Agent shall have and is hereby granted the right to set off and deduct any unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights from the Escrow Fund (and the earnings and interest accrued thereon). The provisions of this section shall survive the termination of this Escrow Agreement and any resignation or removal of the Escrow Agent.

Compensation of Escrow Agent. Subject to Section 11, Buyer (a) Fees and Seller hereby agree to each pay one-half of the fees expenses of Escrow Agent as compensation for the services to be rendered pursuant to this Agreement are to be borne and paid in equal shares by Nexsan and Imation. All invoices of Escrow AgreementAgent shall be paid promptly by Nexsan and Imation. (b) Escrow Agent shall ▇▇▇▇ for all time spent engaged in any activity whatsoever in his capacity as Escrow Agent under this Agreement at the hourly rate of $325 per hour, with 1/10 hour being the minimum billable unit of time. Escrow Agent shall prepare invoices to Nexsan and Imation reflecting the dates on which any escrow agent services are provided, along with a brief narrative description of services provided on each date. Escrow Agent’s appointment shall be secured by depositing $2,500 with Escrow Agent promptly following the Closing as an advance on anticipated fees and expenses for services rendered under this Agreement (“Advanced Fees”), which Advanced Fees shall be deposited in Escrow Agent’s IOLTA client trust account or other suitable trust account(s) and applied to the billable fees are set forth on Exhibit B. The parties also shall each reimburse of Escrow Agent. Escrow Agent within fifteen (15) days shall draw down the Advanced Fees to satisfy amounts that become due and payable to Escrow Agent immediately upon transmittal to Nexsan and Imation of written request an invoice for services rendered hereunder. If at the conclusion of Escrow Agent’s engagement any part of the Advanced Fees exceeds all outstanding amounts owed to Escrow Agent, then such unexhausted Advanced Fees shall be promptly reimbursed by Escrow Agent for one-half to Nexsan and Imation equally. For the avoidance of doubt, the aggregate fees and expenses payable to the Escrow Agent hereunder shall not exceed the amount of the reasonable out of pocket Advanced Fees; provided, that if Escrow Agent is requested or required to testify or participate in any way in any formal arbitration activities or litigation pertaining to this Agreement, then all time spent and expenses incurred by Escrow Agent preparing for and participating in rendering services hereunder, including, but not limited to, any such arbitration activities at the actual cost request of legal services any Party hereto shall be fully compensated by such requesting Party at the hourly rates and invoice terms stated in the event Escrow Agent deems it necessary to retain counsel in connection with the interpretation or implementation of this Agreement. The parties ; provided further, that the Arbitrator and court, as applicable, shall pay their respective share of such expenses be authorized to order any outstanding amount(s) owed to Escrow Agent within fifteen (15) days following receipt by to be paid and to award such Escrow Agent fees and expenses to the parties of a written statement setting forth such expenses. Except as otherwise provided prevailing Party in Section 10, the parties agree that, in the event any controversy arises under or in connection with arbitration related to this Escrow Agreement or the Escrow Funds or if Escrow Agent is made a party to or intervenes in any litigation pertaining to this Escrow Agreement or the Escrow Funds, the parties shall each pay to Escrow Agent one half of the reasonable compensation for Escrow Agent’s extraordinary services and each shall reimburse distribution of the Escrow Agent for one-half of all costs and expenses associated with such controversy or litigation. Escrow Agent agrees that Buyer and Seller are severally, but not jointly, liable for the fees and expenses described in this Section 7, and agrees to look to each of Buyer and Seller for only their respective one-half share of such fees and expensesFund.