Administrative Expense Account. (a) The Stockholders’ Representative shall hold the Administrative Expense Amount in the Administrative Expense Account as a fund from which the Stockholders’ Representative may pay any amounts due by the Equity Holders hereunder, including, any losses, third party fees, expenses or costs it incurs in performing its duties and obligations under this Agreement by or on behalf of the Equity Holders, including fees and expenses incurred pursuant to the procedures and provisions set forth in Section 2.8 and Section 5.5 and legal and consultant fees, expenses and costs for reviewing, analyzing and defending any claim or process arising under or pursuant to this Agreement and, any other costs or expenses with its actions under this Agreement (collectively, “Administrative Costs”).
Administrative Expense Account. On the Closing Date, Purchaser shall deliver the Administrative Expense Amount to the Equityholders’ Representative by wire transfer of immediately available funds in accordance with Section 3.03(f). The Equityholders’ Representative shall hold the Administrative Expense Amount in the Administrative Expense Account as a fund from which the Equityholders’ Representative shall pay any fees, expenses or costs it incurs in performing its duties and obligations under this Agreement and the Escrow Agreement and the Paying Agent Agreement by or on behalf of the Equityholders, including fees and expenses incurred pursuant to the procedures and provisions set forth in Section 3.04 and legal and consultant fees, expenses and costs for reviewing, analyzing, prosecuting and defending any claim or process arising under or relating to this Agreement or the Transaction Documents (including the Escrow Agreement) or the transactions contemplated by this Agreement. At such time and from time to time that the Equityholders’ Representative determines in its discretion that a portion of the Administrative Expense Amount will not be required for the payment of such fees, expenses or costs, the Equityholders’ Representative shall distribute to the Equityholders, in accordance with each such Equityholder’s Percentage Share, such applicable amounts from the Administrative Expense Account.
Administrative Expense Account. (a) The Sellers’ Representative shall hold the Administrative Expense Amount in the Administrative Expense Account as a fund from which the Sellers’ Representative may pay any amounts due by the Equity Holders hereunder, including, any losses, third-party fees, expenses or costs it incurs in performing its duties and obligations under this Agreement by or on behalf of the Equity Holders, including, without limitation, fees and expenses incurred pursuant to the procedures and provisions set forth in Section 2.8, Section 6.6 and Article X and legal and consultant fees, expenses and costs for reviewing, analyzing and defending any claim or process arising under or pursuant to this Agreement (collectively, “Administrative Costs”).
Administrative Expense Account. (a) The Administrative Expense Account shall be funded in an amount sufficient to pay Administrative Expenses when due from transfers from the following sources and accounts and in the following order of priority to the extent required from each source and account, as follows:
Administrative Expense Account. (a) At the Closing, Holdco shall pay to the Representative an aggregate of $1,500,000 in cash to be paid as part of the Closing Date Merger Consideration Cash (the “Administrative Expense Amount”) and such amount shall be paid by Holdco by wire transfer of immediately available funds into an account designated by the Representative (the “Administrative Expense Account”). The Representative shall hold the Administrative Expense Amount in the Administrative Expense Account as a fund from which the Representative shall be permitted to pay, in its sole and absolute discretion, (i) any fees, costs and expenses of the Representative that were incurred in connection with the negotiation, preparation, execution and/or delivery of this Agreement or any of the other Transaction Documents, and/or the consummation of the transactions contemplated by this Agreement or any of the other Transaction Documents (to the extent not paid at Closing), (ii) any fees, expenses, costs, losses or damages it incurs in performing its duties and obligations under this Agreement, including, without limitation, fees, costs and expenses incurred pursuant to the procedures and provisions set forth in Section 1.5(e) and Article VII, and legal, accounting and consultant fees, expenses and costs for reviewing, analyzing, defending, pursuing and/or prosecuting any claim or process arising under or pursuant to this Agreement or any of the other Transaction Documents and (iii) any amount of Substituted Cash to the Escrow Agent in accordance with Section 1.12(a) and the Indemnity Escrow Agreement. The Representative may, in its sole and absolute discretion, invest and reinvest all or any portion of the Administrative Expense Amount (including any interest earned thereon) in any manner it so determines or, at the sole option of the Representative, it may elect not to invest and/or reinvest all or any portion of the Administrative Expense Amount (including any interest earned thereon).
Administrative Expense Account. The Equity Holder Representative shall hold the Aggregate Administrative Expense Amount in the Administrative Expense Account as a fund from which the Equity Holder Representative shall pay any fees, expenses or costs it incurs in performing its duties and obligations under this Agreement and the other Company Documents (including the Escrow Agreement and the Letters of Transmittal) by or on behalf of the Equity Holders, including fees and expenses incurred pursuant to the procedures and provisions set forth in Sections 3.2 and 10.4 and Article XI and legal and consultant fees, expenses and costs for reviewing, analyzing and defending any claim or process arising under or pursuant to this Agreement. Payments may be drawn by the Equity Holder Representative in respect of the Administrative Expense Percentage of each Equity Holder’s liability for such fees, expenses and costs, provided, for the avoidance of doubt, that each Equity Holder (including the ACAS Parties) shall bear any such fees, expenses and costs in accordance with such Equity Holder’s Ownership Percentage. Any payments made from the Administrative Expense Account
Administrative Expense Account. The Major Seller Shareholder shall hold the Administrative Expense Amount in the Administrative Expense Account as a fund from which the Major Seller Shareholder may pay any amounts due by the Seller Shareholders hereunder, including, any losses, third-party fees, expenses or costs he incurs in performing his duties and obligations under this Agreement by or on behalf of the Seller Shareholders and other liabilities of the Seller Shareholders with respect to post-Closing matters, including, without limitation, expenses, costs and liabilities incurred (i) pursuant to the procedures and provisions set forth in Section 1.3, Section 1.6 and Article 6, (ii) for legal, accounting or consultants for reviewing, analyzing and defending any claim or process arising under or pursuant to this Agreement and (iii) relating to tax filings and the administration of payments to SAR Holders. * * * * *
Administrative Expense Account. On the Closing Date, from the Merger Consideration, Parent shall deliver the Administrative Expense Amount to the Stakeholder Representative by wire transfer of immediately available funds. The Stakeholder Representative, on behalf of the Stakeholders, shall hold the Administrative Expense Amount in a separate account (the “Administrative Expense Account”) as a fund from which the Stakeholder Representative shall pay any fees, expenses or costs it incurs in performing its duties and obligations under this Agreement by or on behalf of the Stakeholders, including legal and consultant fees, expenses and costs for reviewing, analyzing, prosecuting and defending any claim or process arising under or relating to this Agreement or the transactions contemplated by this Agreement. The Stakeholders will not receive any interest or earnings on the Administrative Expense Amount and irrevocably transfer and assign to the Stakeholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stakeholder Representative will not be liable for any loss of principal of the Administrative Expense Amount other than as a result of its gross negligence or willful misconduct.
Administrative Expense Account. The Administrative Expense Account may be applied as the Stockholder Representative may reasonably determine as appropriate to defray, offset or pay any charges, fees, costs, Taxes, liabilities or expenses (“Stockholder Representative Expenses”) it incurs in performing its rights, duties and obligations under this Agreement and the other documents and instruments executed and delivered pursuant hereto (including this Agreement, the Escrow Agreement and the Letters of Transmittal) by or on behalf of the Company Stockholders, Company Optionholders and RSU Holders, as well as to pay any Final Deficiency or any claims for indemnity pursuant to Article XII hereof and the Escrow Agreement that are not covered by the Escrow Fund (“Indemnity Expenses”). At such time and from time to time that the Stockholder Representative determines in its good faith discretion that a portion of the Administrative Expense Account will not be required for the payment of such fees, expenses or costs or indemnity claims, the Stockholder Representative shall direct the Escrow Agent to distribute such amounts to the Company Stockholders (excluding any holders of Rollover Shares or Dissenting Shares who have not withdrawn, waived or lost their right to appraisal), Company Optionholders and RSU Holders in accordance with each such Company Stockholder’s Pro Rata Portion, Company Optionholder’s Pro Rata Portion or RSU Holder’s Pro Rata Portion as set forth in the Allocation Certificate, such applicable amounts from the Administrative Expense Account. For Tax purposes, the Company Stockholders, Company Optionholders and RSU Holders will be treated as the owner of the Administrative Expense Account and any earnings or interest thereon. The Stockholder Representative shall instruct the Escrow Agent to report and withhold any Taxes as they determine may be required by any Law in effect at the time of any distribution or otherwise from the Administrative Expense Account.
Administrative Expense Account. On the Closing Date, the Trustee shall make a deposit to the Administrative Expense Fund as required by Section 3.02(a)(viii). Thereafter, on each 1, following the deposits required by subsections (a), (b), and (if applicable) (c) of this Section 4.02 on such date, the Trustee shall transfer an amount equal to the Minimum Expense Requirement to the Administrative Expense Fund. Deposits may also be made to the Administrative Expense Fund as provided in Section 4.02(f). Amounts in the Administrative Expense Account shall be withdrawn by the Trustee and paid to or as directed by the Administrator upon receipt by the Trustee of a Written Certificate of the Administrator stating the amount to be withdraw, that such amount is to be used to pay an Administrative Expense and the nature of such Administrative Expense.
