Common use of Fees of the Escrow Agent Clause in Contracts

Fees of the Escrow Agent. The Escrow Agent shall be entitled to, and the Parent and the Company, jointly and severally, agree to pay to the Escrow Agent all of the fees and expenses set forth on Schedule 3 hereto. As between themselves, the Parent and the Company shall share equally all fees and expenses to which the Escrow Agent is entitled pursuant to this Agreement. If any fees, expenses or costs incurred by, or any obligations owed to, the Escrow Agent by the Company hereunder are not properly paid when due, the Escrow Agent may reimburse itself therefor first, from the Escrow Funds, and the Escrow Agent may sell, convey or otherwise dispose of the Escrow Funds for such purpose. As security for the due and punctual performance of any and all obligations to the Escrow Agent hereunder, now or hereafter arising, the Parent and the Company hereby pledge, assign and grant to the Escrow Agent a continuing security interest in, and a lien on, the Escrow Funds and all distributions thereon or additions thereto (whether such additions are the result of deposits or the investment of the Escrow Funds). The security interest of the Escrow Agent shall at all times be valid, perfected and enforceable by the Escrow Agent against the Parent, the Company and all third parties in accordance with the terms of this Agreement. The obligations of the Parent and the Company under this Section 13 to compensate the Escrow Agent and to pay or reimburse the Escrow Agent for reasonable expenses, disbursements and advances shall survive the satisfaction and discharge of this Agreement or the earlier resignation or removal of the Escrow Agent.