Representative Expenses Sample Clauses

Representative Expenses. The Representative may incur out-of-pocket costs and expenses on behalf of the Noteholders and Stockholders in its capacity as the Representative, including, without limitation, with respect to the determination of the merger consideration pursuant to Article II and the indemnification obligations of the Noteholders and Stockholders under Article VIII (“Representative Expenses”). The Noteholders and Stockholders shall reimburse the Representative for Representative Expenses in proportion to their respective Merger Shares Percentage.
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Representative Expenses. WebMD shall pay Representative Expenses in ----------------------- an amount up to $10,000. [Signatures on next page.]
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Representative Expenses. Buyer and the Representative agree that Representative Expenses, as defined in Section 10.6(f) of the Merger Agreement, may be reimbursed out the Escrow Amount, promptly upon demand by the Representative to the Escrow Agent. Buyer agrees to execute a Notice of Claim pursuant to Section 3(a)(iv) of this Agreement authorizing the Escrow Agent to release such Representative Expenses; provided, that, such reimbursement for Representative Expenses shall be in Escrow Cash and to the extent such Escrow Cash is insufficient to reimburse the Representative, the Escrow Agent shall liquidate any Permitted Investments.
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Representative Expenses. In the event that the Representative determines to hire or retain any attorneys, accountants or other subject matter experts or to incur any third party costs or expenses in connection with any dispute resolution process on the AirPatrol Shareholders’ behalf, all such fees, costs and expenses shall be the sole responsibility of AirPatrol. Further, all fees, costs, expenses or other liabilities payable by AirPatrol or the Representative to the Escrow Agent in accordance with the Escrow Agreement (including, without limitation, pursuant to any indemnity for the benefit of the Escrow Agent thereunder) shall be deemed a Merger Expense that is the sole responsibility of AirPatrol. In the event that any travel by the Representative or its agents is reasonably required in connection with the performance of its obligations under this Agreement or the Representative is required to directly pay any costs or expenses for which he is entitled to reimbursement, the Representative shall be reimbursed by AirPatrol for all such reasonable expenses in the same manner as if such expenses were third party expenses under the terms set forth herein, and such reimbursement shall be treated as a Merger Expense of AirPatrol. On the initial date for release of the Holdback Shares pursuant to the Escrow Agreement (“Release Date”), or such later date when all indemnification claims made by Acquiror pursuant to Article 7 hereof shall have been finally resolved in accordance therewith, the Representative shall have the right to recover reasonable expenses incurred by the Representative in connection herewith by receiving shares out of the portion of the Escrow to be released upon the initial Release Date valued at the Fair Market Value of the Acquiror Common Stock as of the date that is three trading days before such date, following any distribution thereof to Acquiror, but prior to any distribution thereof to AirPatrol Shareholders, and prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth the Representative expenses actually incurred.
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Representative Expenses. The Shareholders acknowledge and agree that the Shareholders’ Representative will incur costs, fees and expenses on behalf of the Shareholders in his capacity as Shareholders’ Representative (“Representative Expenses”), which may include, without limitation, professional fees and expenses, indemnity expenses, settlements or judgments and travel and accommodation expenses related thereto, and for which the Shareholders’ Representative shall be held harmless by the Shareholders in accordance with this Section 2.5(f), provided, however, that no Shareholder shall, subject to Section 2.5(g), without their prior written consent, be obligated to indemnify or hold harmless the Shareholders’ Representative, or make any additional contribution to the Expense Account, if then fully exhausted, provided, however, that nothing in this Section 2.5(f) shall limit the indemnity obligations of Shareholders pursuant to Section 2.5(e) hereof.
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Representative Expenses. 9.8(a) Reserve Account .................................... 2.5(c) Reserve Amount ..................................... 2.5(c) Selling Stockholders Agreement .....................
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Representative Expenses. The Shareholders acknowledge and agree that the Shareholder Representative will incur costs, fees and expenses on behalf of the Shareholders in its capacity as Shareholder Representative, which may include, without limitation, professional fees and expenses, indemnity expenses, settlements or judgments and travel and accommodation expenses related thereto, and for which the Shareholder Representative shall be held harmless by the Shareholders in accordance herewith.
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Representative Expenses. Buyer and the Representative agree that Representative Expenses, as defined in Section 10.6(f) of the Merger Agreement, may be reimbursed out of the Escrow Amount, promptly upon demand by the Representative to the Escrow Agent. Buyer agrees to execute a Notice of Claim pursuant to Section 3(a)(iv) of this Agreement authorizing the Escrow Agent to release such Representative Expenses.
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Representative Expenses. The Representative may incur out-of-pocket costs and expenses on behalf of the Stockholders and Optionholders in its capacity as the Representative, including, without limitation, with respect to the determination of the merger consideration pursuant to Article II and the indemnification obligations of the Stockholders and Optionholders under Article VIII ("Representative Expenses"). The Stockholders and Optionholders shall pay the Representative for Representative Expenses out of the Representative Fund pursuant to the Payment and Escrow Agreement, and the Representative shall not be entitled to any payment hereunder for Representative Expenses from the Stockholders, the Optionholders, the Buyer or the Surviving Corporation after the Representative Fund has been exhausted.
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Related to Representative Expenses

  • Administrative Expenses Notwithstanding anything to the contrary contained in the Current HPA as amended by this Second Amendment, HFA and Eligible Entity may from time to time submit adjusted budgets to Treasury requesting approval to re-allocate HHF Funds to pay actual program expenses as set forth on a proposed Schedule C. In the event that Treasury shall approve an adjusted budget, in Treasury’s sole discretion, the parties shall enter into an amendment to the HPA to modify Schedules A, B and C as necessary.

  • Distribution Expenses Each of the Funds expressly agrees to pay to Service Company, as requested, the Fund’s portion of the actual cost of distributing shares of the Funds, which shall mean its share of all of the direct and indirect expenses of a marketing and promotional nature including, but not limited to, advertising, sales literature, and sales personnel, as well as expenditures on behalf of any newly organized registered investment company which is to become a party of this Agreement pursuant to Section 5.4. The cost of distributing shares of the Funds shall not include distribution-related expenses of an administrative nature, which shall be allocated among the Funds pursuant to Section 3.2(A). Distribution expenses of a marketing and promotional nature shall be allocated among the Funds in the manner approved by the Securities and Exchange Commission in Investment Company Act Release No. 11645 (Feb. 25, 1981): (1) 50% of these expenses will be allocated based upon each Fund’s average month-end assets during the preceding quarter relative to the average month-end assets during the preceding quarter of the Funds as a group. (2) 50% of these expenses will be allocated initially among the Funds based upon each Fund’s sales for the 24 months ended with the last day of the preceding quarter relative to the sales of the Funds as a group for the same period. (Shares issued pursuant to a reorganization shall be excluded from the sales of a Fund and the Funds as a group.) (3) Provided, however, that no Fund’s aggregate quarterly contribution for distribution expenses, expressed as a percentage of its assets, shall exceed 125% of the average expenses for the Funds as a Group, expressed as a percentage of the total assets of the Funds. Expenses not charged to a particular Fund(s) because of this 125% limitation shall be reallocated to other Funds on iterative basis; and that no Fund’s annual expenses for distribution shall exceed 0.2% of its average month-end net assets.

  • CLAIM EXPENSES The Reinsurer will pay its share of reasonable claim investigation and legal expenses connected with the litigation or settlement of contractual liability claims unless the Reinsurer has discharged its liability pursuant to Section 9.4 above. If the Reinsurer has so discharged its liability, the Reinsurer will not participate in any expenses incurred thereafter. The Reinsurer will not reimburse the Ceding Company for routine claim and administration expenses, including but not limited to the Ceding Company's home office expenses, compensation of salaried officers and employees, and any legal expenses other than third party expenses incurred by the Ceding Company. Claim investigation expenses do not include expenses incurred by the Ceding Company as a result of a dispute or contest arising out of conflicting claims of entitlement to policy proceeds or benefits.

  • Litigation Expenses If either party successfully seeks to enforce any provision of this Agreement or to collect any amount claimed to be due under it, this party will be entitled to reimbursement from the other party for any and all of its out-of-pocket expenses and costs including, without limitation, reasonable attorneys' fees and costs incurred in connection with the enforcement or collection.

  • Organization Expenses All expenses incurred in connection with organization of the Company will be paid by the Company.