Fees and Expenses of the Escrow Agent Clause Samples
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Fees and Expenses of the Escrow Agent. (a) Escrow Agent shall be entitled to compensation for its services hereunder in amounts as set forth on Schedule A to this Agreement and to reimbursement of its reasonable out-of-pocket expenses and disbursements including, but not by way of limitation, the fees and costs of attorneys or agents which it may find necessary to engage in performance of its duties hereunder, all to be paid 50% by Superior and Enterprise on the one hand and 50% by Whit▇▇▇▇▇ ▇▇▇ Aviant on the other. The Escrow Agent shall be entitled to recover fees and expenses that the Escrow Agent is entitled to be paid or reimbursed hereunder and amounts for which the Escrow Agent or any other Indemnified Party is entitled to indemnification under Section 11 hereof, and is granted a lien on, amounts deposited in the Escrow Account and amounts actually earned thereon, if such amounts have not been paid to the Escrow Agent within 30 days after the Escrow Agent has delivered a statement of such amounts to each of the parties hereto other than the Escrow Agent. If Escrow Agent shall be required to perform extraordinary services not contemplated herein, Escrow Agent shall receive reasonable additional compensation therefor, such compensation to be paid 50% by Superior and Enterprise on the one hand and 50% by Whit▇▇▇▇▇ ▇▇▇ Aviant on the other. Escrow Agent shall not be required to institute or maintain litigation unless indemnified to its satisfaction for its counsel fees, costs, disbursements and all other costs, expenses and liabilities to which it may, in its judgment, be subjected to in connection with such action.
(b) Superior and Enterprise hereby jointly and severally indemnify and agree to hold harmless Whit▇▇▇▇▇ ▇▇▇ Aviant from and against any and all costs, expenses, liabilities and obligations that Whit▇▇▇▇▇ ▇▇▇/or Aviant may incur as a result of (i) any failure by Superior and Enterprise to pay 50% of the Escrow Agent's fees and expenses as provided in Section 12(a) or (ii) any act or omission by Superior or Enterprise that results in the Escrow Agent or any other Indemnified Party becoming entitled to indemnification under Section 11 hereof. Whit▇▇▇▇▇ ▇▇▇ Aviant hereby jointly and severally indemnify and agree to hold harmless Superior and Enterprise from and against any and all costs, expenses, liabilities and obligations that Superior and/or Enterprise may incur as a result of (i) any failure by Whit▇▇▇▇▇ ▇▇▇ Aviant to pay 50% of the Escrow Agent's fees and expenses as provided in...
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. 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. 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. 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. 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 Seller and the Shareholders on the other. The fees to be paid by Seller and the Shareholders shall be deducted from the Escrow Deposit.
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. The Buyer and, on behalf of the ------------------------------------- Company Stockholders, the Stockholders' Representative hereby agree, jointly and severally, to pay to the Escrow Agent its fees and expenses in accepting and performing its appointment as escrow agent hereunder. As between themselves, the Buyer, on the one hand, and the Company Stockholders, on the other hand, hereby agree that each shall pay (a) one-half of the fees of the Escrow Agent for the services to be rendered by the Escrow Agent hereunder and (b) one-half of any fees and expenses of counsel reasonably incurred by the Escrow Agent in the performance of its duties hereunder. In releasing any amounts hereunder, the Escrow Agent may deduct therefrom and pay to itself the amount of any outstanding fees and expenses payable to it pursuant to the terms of this Agreement.
Fees and Expenses of the Escrow Agent. 724 agrees to pay to the Escrow Agent the Escrow Agent's reasonable fees and expenses, including attorneys fees, travel expenses, postal and delivery charges, and all other out-of-pocket expenses, in accepting and performing its appointment as escrow agent hereunder (collectively, the "ESCROW AGENT EXPENSES").