Common use of Concerning the Escrow Agent Clause in Contracts

Concerning the Escrow Agent. 3.01 The Escrow Agent shall be entitled to reasonable compensation for its services hereunder and shall be reimbursed for all reasonable expenses, disbursements and advances (including reasonable attorneys' fees and expenses) incurred or made by it in performance of its duties hereunder. Buyer and Sellers shall each pay one-half of all such reasonable compensation, disbursements, expenses and advances, which, until so paid, will constitute, along with any amounts due under Section 3.04 hereof, a first lien against the Escrowed Fund. 3.02 The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving notice of such resignation to Sellers and Buyer specifying a date (not less than 30 days after the giving of such notice) when such resignation shall take effect. Promptly after such notice, Sellers and Buyer shall appoint a successor escrow agent, such successor escrow agent to be the Escrow Agent hereunder upon the resignation date specified in such notice. If Sellers and Buyer are unable to agree upon a successor escrow agent within 30 days after such notice, the Escrow Agent shall be entitled to either appoint its successor or, at the joint and several expense of Sellers, on the one hand, and Buyer, on the other hand, petition any court of competent jurisdiction to appoint its successor. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Escrowed Fund. Sellers and Buyer may agree at any time to substitute a new escrow agent by giving 15 days' notice thereof to the Escrow Agent then acting. The Escrow Agent and any successor thereto appointed hereunder shall be a bank or trust company located in New York, New York which has a combined capital and surplus of at least $100,000,000. 3.03 The Escrow Agent undertakes to perform only such duties as are specifically set forth herein, and specifically with respect to Section 1.02 hereof shall have no responsibility thereunder other than to invest the Escrowed Fund held hereunder in the amounts and as specified in the instructions provided for therein. The Escrow Agent, acting or refraining from acting in good faith, shall not be liable for any mistake of fact or error of judgment by it or for any acts or omissions by it of any kind unless caused by willful misconduct or gross negligence, and shall be entitled to rely, and shall be fully protected in doing so, upon (i) any written notice, instrument or other document provided for herein or signature believed by it to be genuine and to have been signed or presented by the proper party or parties duly authorized to do so, and (ii) the advice of counsel (which may be of the Escrow Agent's own choosing, but shall not be counsel to any other party hereto). The Escrow Agent shall not be liable either for any lost interest on the Escrowed Fund, including, but not limited to, any loss which results from the failure of Sellers to provide adequate instruction pursuant to Section 1.02 hereof or for any loss incurred in connection with the investment of the Escrowed Fund pursuant to instruction of Seller or, as provided in Section 1.02 hereof, changes in investments which are necessary to make distributions of the Escrowed Fund.

Concerning the Escrow Agent. 3.01 The Escrow Agent shall be entitled to reasonable compensation for its services hereunder and shall be reimbursed for all reasonable expenses, disbursements and advances (including reasonable attorneys' fees and expenses) incurred or made by it in performance of its duties hereunder. Buyer and Sellers shall each pay one-half of all such reasonable compensation, disbursements, expenses and advances, which, until so paid, will constitute, along with any amounts due under Section 3.04 hereof, a first lien against the Escrowed Fund. 3.02 The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving notice of such resignation to Sellers and Buyer specifying a date (not less than 30 days after the giving of such notice) when such resignation shall take effect. Promptly after such notice, Sellers and Buyer shall appoint a successor escrow agent, such successor escrow agent to be the Escrow Agent hereunder upon the resignation date specified in such notice. If Sellers and Buyer are unable to agree upon a successor escrow agent within 30 days after such notice, the Escrow Agent shall be entitled to either appoint its successor or, at the joint and several expense of Sellers, on the one hand, and Buyer, on the other hand, petition any court of competent jurisdiction to appoint its successor. The Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Escrowed Fund. Sellers and Buyer may agree at any time to substitute a new escrow agent by giving 15 days' notice thereof to the Escrow Agent then acting. The Escrow Agent and any successor thereto appointed hereunder shall be a bank or trust company located in New York, New York which has a combined capital and surplus of at least $100,000,000. 3.03 The Escrow Agent undertakes to perform only such duties as are specifically set forth herein, and specifically with respect to Section 1.02 hereof shall have no responsibility thereunder other than to invest the Escrowed Fund held hereunder in the amounts and as specified in the instructions provided for therein. The Escrow Agent, acting or refraining from acting in good faith, shall not be liable for any mistake of fact or error of judgment by it or for any acts or omissions by it of any kind unless caused by willful misconduct or gross negligence, and shall be entitled to rely, and shall be fully protected in doing so, upon (i) any written notice, instrument or other document provided for herein or signature believed by it to be genuine and to have been signed or presented by the proper party or parties duly authorized to do so, and (ii) the advice of counsel (which may be of the Escrow Agent's own choosing, but shall not be counsel to any other party hereto). The Escrow Agent shall not be liable either for any lost interest on the Escrowed Fund, including, but not limited to, any loss Fund which results from the failure of Sellers to provide adequate instruction pursuant to Section 1.02 hereof or for any loss incurred in connection with the investment of the Escrowed Fund pursuant to instruction of Seller or, as provided in Section 1.02 hereof, changes in investments which are necessary to make distributions of the Escrowed Fund. 3.04 Sellers, on the one hand, and Buyer, on the other hand, agree jointly and severally to indemnify the Escrow Agent and hold it harmless against any and all losses, liabilities, expenses (including attorney's fees and expenses, claims, or demands (collectively, "Losses") arising out of or in connection with the performance of its obligations in accordance with the provisions of this Agreement, except for Losses resulting from the gross negligence or willful misconduct of the Escrow Agent. The foregoing indemnification shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Concerning the Escrow Agent. 3.01 5.01 The Escrow Agent shall be entitled to reasonable compensation for its services hereunder and shall be reimbursed for all reasonable expenses, disbursements and advances (including reasonable attorneys' fees and expenses) incurred or made by it in performance of its duties hereunder. Buyer and Sellers shall each pay one-half of all such Such reasonable compensation, disbursementsdisbursement, expenses and advances, which, until so paid, will constitute, along with any amounts due under Section 3.04 hereof, a first lien against advances shall be borne equally by Allegro and the Escrowed FundStockholders' Representative and shall be paid promptly upon request by the Escrow Agent. 3.02 5.02 The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving notice of such resignation to Sellers Allegro and Buyer Stockholders' Representative specifying a date (not less than 30 days after the giving of such notice) when such resignation shall take effect. Promptly after such notice, Sellers Allegro and Buyer the Stockholders' Representative shall appoint a mutually agreeable successor escrow agentEscrow Agent, such successor escrow agent Escrow Agent to be the become Escrow Agent hereunder upon the resignation date specified in such notice. If Sellers Allegro and Buyer the Stockholders' Representative are unable to agree upon a successor escrow agent within Escrow Agent with 30 days after such notice, the Escrow Agent shall be entitled have the right to either appoint its successor or, at the joint and several expense of Sellers, on the one hand, and Buyer, on the other hand, petition any a court of competent jurisdiction to appoint its a successor. The , and the Escrow Agent shall continue to serve until its successor accepts the escrow and receives the Escrowed Fund. Sellers and Buyer may agree at any time to substitute a new escrow agent by giving 15 days' notice thereof to the Escrow Agent then acting. The Escrow Agent and any successor thereto appointed hereunder shall be a bank or trust company located in New York, New York which has a combined capital and surplus of at least $100,000,000Property. 3.03 The Escrow Agent undertakes to perform only such duties as are specifically set forth herein, and specifically with respect to Section 1.02 hereof shall have no responsibility thereunder other than to invest the Escrowed Fund held hereunder in the amounts and as specified in the instructions provided for therein. The Escrow Agent, acting or refraining from acting in good faith, shall not be liable for any mistake of fact or error of judgment by it or for any acts or omissions by it of any kind unless caused by willful misconduct or gross negligence, and shall be entitled to rely, and shall be fully protected in doing so, upon (i) any written notice, instrument or other document provided for herein or signature believed by it to be genuine and to have been signed or presented by the proper party or parties duly authorized to do so, and (ii) the advice of counsel (which may be of the Escrow Agent's own choosing, but shall not be counsel to any other party hereto). The Escrow Agent shall not be liable either for any lost interest on the Escrowed Fund, including, but not limited to, any loss which results from the failure of Sellers to provide adequate instruction pursuant to Section 1.02 hereof or for any loss incurred in connection with the investment of the Escrowed Fund pursuant to instruction of Seller or, as provided in Section 1.02 hereof, changes in investments which are necessary to make distributions of the Escrowed Fund.

Concerning the Escrow Agent. 3.01 5.1. The Escrow Agent shall be entitled to reasonable compensation paid a lump sum fee ("Annual Fee") of $2,500 per year during each year of this Escrow Agreement, plus a transaction fee of $10 per transaction, for its services hereunder and shall be reimbursed for any and all reasonable expenses, disbursements and advances (including reasonable attorneys' fees and expenses) incurred or made by it the Escrow Agent in the performance of its duties hereunder, including the reasonable fees and disbursements of its counsel. All fees and expenses, including without limitation, the Annual Fee, of the Escrow Agreement shall be paid by Buyer and Sellers shall each pay one-half upon execution of all such reasonable compensation, disbursements, expenses and advances, which, the Escrow Agreement. The escrow hereunder will not open until so the Annual Fee is paid, will constitute, along with any amounts due under Section 3.04 hereof, a first lien against the Escrowed Fund. 3.02 5.2. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving 60 days' notice of such resignation ("Resignation Notice") to Sellers Buyer and Buyer Stockholder Representative specifying a date (not less than 30 days after the giving of such notice) when such resignation shall take effect. Promptly after Upon resignation, the Escrow Agent shall deliver the Deposit to the successor agent; provided, that the Escrow Agent shall have the right to withhold, from the Escrow Account, an amount equal to such noticefees and expenses as are then due and owing the Escrow Agent pursuant to Section 5.1 hereof. 5.3. Following receipt of the Escrow Agent's Resignation Notice, Sellers and Buyer a bank, trust company or similar institution shall appoint be appointed by Stockholder Representative as a successor escrow agent, such successor escrow agent to be the become an Escrow Agent hereunder upon the resignation date specified in such noticeResignation Notice. If Sellers and Buyer are unable to agree upon Until a new successor escrow agent within 30 days after such noticeis appointed, the Escrow Agent Agent's only duty shall be entitled to either appoint its successor or, at hold the joint and several expense of Sellers, on the one hand, and Buyer, on the other hand, petition any court of competent jurisdiction to appoint its successor. The Escrow Agent shall continue to serve Deposit until its successor accepts the escrow and receives the Escrowed FundDeposit. Sellers Buyer and Buyer Stockholder Representative may agree at any time to substitute a new escrow agent by upon giving 15 days' 30 days prior notice thereof to the Escrow Agent then acting. The Escrow Agent and any successor thereto appointed hereunder shall be a bank or trust company located in New York, New York which has a combined capital and surplus of at least $100,000,000. 3.03 5.4. The Escrow Agent undertakes to perform only such duties as are specifically set forth herein, herein and specifically with respect to Section 1.02 hereof may conclusively rely and shall have no responsibility thereunder other than to invest the Escrowed Fund held hereunder be protected in the amounts and as specified in the instructions provided for therein. The Escrow Agent, acting or refraining from acting in good faith, shall not be liable for any mistake of fact or error of judgment by it or for any acts or omissions by it of any kind unless caused by willful misconduct or gross negligence, and shall be entitled to rely, and shall be fully protected in doing so, upon (i) accordance with any written notice, instrument or other document provided for herein or signature believed by it to be genuine and to have been signed or presented by the proper party or parties duly authorized to do so, and (ii) the advice of counsel (which may be of the Escrow Agent's own choosing, but shall not be counsel to any other party hereto). The Escrow Agent shall not be liable either for any lost interest on the Escrowed Fund, including, but not limited to, any loss which results from the failure of Sellers to provide adequate instruction pursuant to Section 1.02 hereof or for any loss incurred in connection with the investment of the Escrowed Fund pursuant to instruction of Seller or, as provided in Section 1.02 hereof, changes in investments which are necessary to make distributions of the Escrowed Fund.duly