Representative Expense Amount Clause Samples

Representative Expense Amount. (a) The Representative Expense Amount shall be held by the Stockholders’ Representative in the Representative Expense Account for the benefit of the Securityholders for reimbursements payable to the Stockholders’ Representative under this Section 6.02, or, as provided below, the payment of fees, commissions or other compensation to the Stockholders’ Representative; provided, that such reimbursements payable to the Stockholders’ Representative are pursuant to fees, commissions or other compensation borne by all Securityholders and are not the fees, commissions or other compensation of any particular Securityholder in his, her or its individual capacity. (b) Following the date on which the Stockholders’ Representative has determined (in its sole discretion) that it is appropriate to release such funds, the Stockholders’ Representative shall pay the then-remaining amount of the Representative Expense Amount, if any, to each Securityholder who has complied with Section 1.14(d) or Section 1.16, as applicable, and each Optionholder who has complied with the terms of the applicable Option Surrender Agreement in accordance with the allocations set forth in the Payment Schedule.

Representative Expense Amount. (a) The Representative Expense Amount shall be held by the Representative in the Representative Expense Account for the benefit of the Stockholders and In-the-Money Optionholders for reimbursements payable to the Representative and other amounts under this Article 9, or, as provided below, the payment of fees, commissions or other compensation to the Representative; provided, that such reimbursements payable to the Representative are pursuant to fees, commissions or other compensation borne by all Stockholders and In-the-Money Optionholders and are not the fees, commissions or other compensation of any particular Stockholder or In-the-Money Optionholder in his, her or its individual capacity. (b) Following the date on which the Representative has determined (in its sole discretion) that it is appropriate to release such funds, the Representative shall pay the then-remaining amount of the Representative Expense Amount, if any, to each Stockholder and In-the-Money Optionholder in the percentages as set forth on the Ownership Schedule.

Representative Expense Amount. (a) From and after the Closing, the Representative Expense Amount shall be held by the Securityholder Representative in the Representative Expense Account for the benefit of the Securityholders for reimbursements payable to the Securityholder Representative under this Article 10, or, as provided below, the payment of fees, commissions or other compensation to the Securityholder Representative; provided, that such reimbursements payable to the Securityholder Representative are pursuant to fees, commissions or other compensation borne by all of the Securityholders and are not the fees, commissions or other compensation of any particular Securityholder in his, her or its individual capacity. (b) Following the date on which the Securityholder Representative has determined (in its sole discretion) that it is appropriate to release such funds, the Securityholder Representative shall pay the then-remaining amount of the Representative Expense Amount, if any, to the Securityholders in accordance with Section 1.03(c).

Representative Expense Amount. The Representative Expense Amount shall be available as a fund for the Representative Expenses. The Seller Representative shall have no Liability for any loss of principal of the Representative Expense Amount other than as a result of its gross negligence or willful misconduct. For Tax purposes, the Representative Expense Amount shall be treated as having been received and voluntarily set aside by the Equityholders at the Closing. Any amounts remaining in the Representative Expense Amount shall be paid by the Seller Representative to the Paying Agent for further distribution to the Equityholders in accordance with the terms of the Paying Agent Agreement (which shall provide for payment according to their respective Pro Rata Shares) at such time as the Seller Representative determines to be appropriate, without interest or other earnings on the Representative Expense Amount. No provision of this Agreement shall require the Seller Representative to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement. Furthermore, the Seller Representative shall not be required to take any action unless the Seller Representative has been provided with funds, security or indemnities which, in its sole determination, are sufficient to protect the Seller Representative against the costs, expenses and Liabilities that may be incurred by the Seller Representative in performing such actions.

Representative Expense Amount. At the Closing, ▇▇▇▇▇ shall deliver to the Seller Representative cash in the amount of the Representative Expense Amount by wire transfer of immediately available funds to an account designated in writing by the Seller Representative. The Representative Expense Amount shall be used by the Seller Representative to pay, if any, the costs and expenses incurred by the Seller Representative in the performance of its obligations as the Seller Representative pursuant to this Agreement or the Transaction Documents. The Sellers shall not receive interest or other earnings on the Representative Expense Amount, and the Sellers irrevocably transfer and assign to the Seller Representative any ownership right that they may have in any interest that may accrue on the Representative Expense Amount. After the Seller Representative has fulfilled all of its obligations under this Agreement and the Transaction Documents, the Seller Representative shall disburse the balance of the Representative Expense Amount to the Sellers.

Representative Expense Amount. The Representative Expense Amount shall be held, used and disbursed by or at the direction of the Seller Representative for the purpose of paying fees and satisfying expenses of the Seller Representative incurred in connection with the discharge of its duties under this Agreement, including the costs and expenses incurred by the Seller Representative in defending against any claim or liability in performing his duties on behalf of the Sellers, and for any other costs or expenses in connection with this Agreement that is deemed by the Seller Representative to be in the best interests of the Sellers. The Seller Representative shall have the right to recover all costs and expenses incurred hereunder from the Representative Expense Amount as such costs and expenses arise. If any of the Representative Expense Amount remains after the Seller Representative has discharged its duties under this Agreement, the Seller Representative shall pay to each Seller an amount equal to such Seller’s proportionate share of such excess. At all times, the Sellers shall be treated for all Tax purposes as the owners of the Representative Expense Amount and all interest and earnings thereon, if any.