Expense Cash Sample Clauses

Expense Cash. (a) The Expense Cash shall be deposited with the Securityholder Representative, to constitute an expense fund (the “Expense Fund”) and to be governed by the provisions set forth herein. The Expense Cash shall be available to reimburse the Securityholder Representative for any Securityholder Representative Expenses reasonably and actually incurred by the Securityholder Representative, or to satisfy any claims against the Indemnifying Parties hereunder if the Securityholder Representative shall determine there are sufficient funds for such purpose, and shall be released to the Indemnifying Parties and the Securityholder Representative, as the case may be, pursuant to the terms of this Section 10.3. As soon as reasonably determined by the Securityholder Representative that the Expense Cash is no longer required to be withheld, the Securityholder Representative shall deposit the remaining balance of the Expense Cash (if any) (the “Remaining Expense Fund Amount”) with the Payment Agent for further distribution to the Indemnifying Parties in accordance with their respective Pro Rata Portion of the Remaining Expense Fund Amount; provided, that, if there are any pending but unresolved indemnification claims of any Indemnified Parties, then all amounts shall remain in escrow and remain available for release to the Securityholder Representative until all indemnification claims have been finally resolved and the Securityholder Representative has been reimbursed in full for all Securityholder Representative Expenses reasonably and actually incurred and thereafter any remaining Expense Cash shall be released to the respective Indemnifying Parties (by the Surviving Corporation or the Payment Agent, as applicable) in proportion to their respective Pro Rata Portions. In the event such Securityholder Representative Expenses exceed the remaining amount in the Expense Fund, the Securityholder Representative shall be entitled to recover such Securityholder Representative Expenses: (i) following the expiration of each Escrow Period from the Indemnity Escrow Amounts otherwise distributable to or for the benefit of the Indemnifying Parties only at the time of distribution of such amounts (and not distributed or distributable to an Indemnified Party or subject to a pending indemnification claim of an Indemnified Party) pursuant to the terms hereof and of the Escrow Agreement, and such recovery will be made from the Indemnifying Parties according to their respective Pro Rata Porti...
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Expense Cash. As promptly as practicable following the Closing (but in no event later than one Business Day following the Closing), Parent shall transfer, by wire transfer of immediately available funds, the Expense Cash to the Stockholders’ Representative for use as set forth in Article IX. For any portion of the Expense Cash released for the benefit of the Company Indemnitors, the Stockholders’ Representative shall pay the portion of the Expense Cash payable in respect of (1) Employee Company Options held by Specified Optionholders, to the Surviving Corporation for further payment to such Specified Optionholders through the Surviving Corporation and (2) Company Capital Stock and Company Warrants, to the Payment Agent for further distribution to such recipients, in each case, based on each Company Indemnitor’s respective Pro Rata Portion.
Sample 1Sample 2
Expense Cash. As promptly as practicable following the Closing (but in no event later than one Business Day following the Closing), Parent shall transfer, by wire transfer of immediately available funds, the Expense Cash to the Stockholders’ Representative for use as set forth in Article IX. For any portion of the Expense Cash released for the benefit of the Company Indemnitors, the Stockholders’ Representative shall pay the portion of the Expense Cash payable in respect of the Company Capital Stock, Vested Company Options which are Non-Employee Company Options and Company Warrants, to the Payment Agent for further distribution to such recipients, and the portion of the Expense Cash payable in respect of Vested Company Options which are Employee Company Options shall be paid to the Surviving Corporation for further payment through the Surviving Corporation’s payroll processing system, in each case, based on each Company Indemnitor’s respective Pro Rata Portion.
Sample 1
Expense Cash. (a) The Expense Cash shall be deposited with the Securityholder Representative, to constitute an expense fund (the “Expense Fund”) and to be governed by the provisions set forth herein. The Expense Cash shall be available to pay directly or reimburse the Securityholder Representative for any Securityholder Representative Expenses or other third-party expenses reasonably and actually incurred by the Securityholder Representative, or to satisfy any claims against the Indemnifying Parties hereunder if the Securityholder Representative shall determine there are sufficient funds for such purpose, and shall be released to the Indemnifying Parties and the Securityholder Representative, as the case may be, pursuant to the terms of this Section 10.3. As soon as reasonably determined by the Securityholder Representative that the Expense Cash is no longer required to be withheld, the Securityholder Representative shall: (b) prepare an updated version of the Closing Payment Spreadsheet (the “Expense Cash Release Payment Spreadsheet”). The Expense Cash Release Payment Spreadsheet shall set forth the following information in reasonable detail: (i) All information specified in Sections 2.3(a)(i)-(iv) inclusive, as updated to reflect the release of the Remaining Expense Fund Amount; and (ii) the amount of any portion of the Remaining Expense Fund Amount, payable to each Company Securityholder in accordance with the terms of the Governing Documents,
Sample 1
Expense Cash. As promptly as practicable following the Closing (but in no event later than one Business Day following the Closing), Purchaser shall transfer, by wire transfer of immediately available funds, the Expense Cash to the Shareholders’ Representative for use as set forth in Article IX. For any portion of the Expense Cash released for the benefit of the Participating Sellers, the Shareholders’ Representative shall pay the portion of the Expense Cash payable in respect of (1) holders of Employee Company Options to the Company for further payment to such holders through the Company’s payroll processing system net of applicable Tax withholding and deductions (including, to the extent permitted by applicable Law, secondary class 1 (employer’s) National Insurance contributions and any equivalent Tax in any other jurisdiction) and (2) holders of Non-Employee Company Options, Company Capital Shares and Company Warrants, to the Payment Agent for further distribution to such recipients, in each case, based on each Participating Seller’s respective Pro Rata Portion.
Sample 1

Related to Expense Cash

  • Operating Expense Payments Landlord shall deliver to Tenant a written estimate of Operating Expenses for each calendar year during the Term (the “Annual Estimate”), which may be revised by Landlord from time to time during such calendar year. During each month of the Term, on the same date that Base Rent is due, Tenant shall pay Landlord an amount equal to 1/12th of Tenant’s Share of the Annual Estimate. Payments for any fractional calendar month shall be prorated.

  • EXPENSE PAYMENTS The Owner hereby gives power to the Agent to pay expenses and costs for the Property from the Owner’s funds held by the Agent, unless otherwise directed by the Owner. The expenses and costs may include, but are not limited to, property management compensation, fees and charges, expenses for goods and services, property taxes and other taxes, association or condominium dues, assessments, loan payments, and insurance premiums.

  • Shared Expenses Owner acknowledges that certain economies may be achieved with respect to certain expenses to be incurred by Manager on behalf of Owner hereunder if materials, supplies, insurance or services are purchased by Manager in quantity for use not only in connection with Owner's business at the Property but in connection with other properties owned or managed by Manager or its affiliates. Manager shall have the right to purchase such materials, supplies, insurance (subject to the terms of this Agreement) and/or services in its own name and charge Owner a pro rata allocable share of the cost of the foregoing; provided, however, that the pro rata cost of such purchase to Owner shall not result in expenses that are either inconsistent with the expenses of other "U-Haul branded" locations in the general vicinity of the applicable Property or greater than would otherwise be incurred at competitive prices and terms available in the area where the Property is located; and provided further, Manager shall give Owner access to records (at no cost to Owner) so Owner may review any such expenses incurred.

  • Expense Allowance The Company shall reimburse the Executive for all reasonable and necessary expenses incurred by him from time to time in the performance of his duties hereunder, against receipts therefor in accordance with the then effective policies and requirements of the Company.

  • 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.

  • 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.

  • Operating Expense Limit The Fund’s maximum operating expense limits (each an “Operating Expense Limit”) in any year shall be that percentage of the average daily net assets of the Fund as set forth on Schedule A attached hereto and incorporated by this reference.

  • Covered Expenses Supervisors must have received prior authorization from their Appointing Authority before incurring any expenses authorized by this Article.

  • Closing Fees, Expenses, etc The Administrative Agent shall have received for its own account, or for the account of each Lender, as the case may be, all fees, costs and expenses due and payable pursuant to Sections 3.3 and 10.3, if then invoiced.

  • Non-Reimbursable Expenses In addition to the non-reimbursable items set forth above in this Policy, the following is a non- exhaustive list of expenses that will not be reimbursed by Williamson County: 10.1 Alcoholic beverages/tobacco products 10.2 Personal phone calls

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