Administrative Expense Amount Sample Clauses

Administrative Expense Amount. At the Effective Time, Purchaser shall pay or cause to be paid, to an account specified by the Company (on behalf of the Equityholders’ Representative) at least two (2) Business Days prior to the Closing Date for the Administrative Expense Account, by wire transfer of immediately available funds, an amount in cash equal to the Administrative Expense Amount;

Administrative Expense Amount. (a) The Seller Representative shall hold a fund from which the Seller Representative may pay any amounts due by the Sellers hereunder (the “Administrative Expense Amount”), 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 Sellers, including 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”). (b) Amounts drawn from the Administrative Expense Amount to pay Administrative Costs shall be drawn to reflect each Seller’s liability for such Administrative Costs in accordance with its respective ownership of the Company. (c) At such time, and from time to time, that the Seller Representative determines in its discretion that the Administrative Expense Amount will not be required for the payment of such fees, expenses or costs, the Seller Representative shall distribute the remaining Administrative Expense Amount, if any, to the Sellers. (d) The Seller Representative, or the Company, if requested by the Seller Representative, shall report and withhold any Taxes (from amounts paid by or from the Administrative Expense Amount) as it determines may be required by any Law or regulation in effect at the time of any distribution.