Common use of Expense Cash Clause in Contracts

Expense Cash. (i) The Expense Cash shall be deposited with the Stockholders’ 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 Stockholders’ Representative for any Representative Losses reasonably and actually incurred by the Stockholders’ Representative. As soon as reasonably determined by the Stockholders’ Representative that the Expense Cash is no longer required to be withheld, the Stockholders’ Representative shall deposit the remaining balance of the Expense Cash (if any) with the Surviving Corporation or the Payment Agent, as applicable, for further distribution to the Company Indemnitors in proportion to their respective Pro Rata Portions; 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 Stockholders’ Representative until all indemnification claims have been finally resolved and the Stockholders’ Representative has been reimbursed in full for all Representative Losses reasonably and actually incurred and thereafter any remaining Expense Cash shall be released to the respective Company Indemnitors (by the Surviving Corporation or the Payment Agent, as applicable) in proportion to their respective Pro Rata Portions. In the event such Representative Losses exceed the remaining amount of Expense Cash, the Stockholders’ Representative shall be entitled to recover such expenses following the expiration of the Indemnity Escrow Period from the Indemnity Escrow Amounts otherwise distributable to or for the benefit of the Company Indemnitors 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 such recovery will be made from the Company Indemnitors according to their respective Pro Rata Portions. No provision of this Agreement shall require the Stockholders’ 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. For clarity, no Indemnified Party shall have any Liability with respect to the Expense Cash, including with respect to the distribution, investment, holding and disposition thereof.

Expense Cash. (ia) The Expense Cash shall be deposited with the Stockholders’ 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 Stockholders’ Securityholder Representative for any Securityholder Representative Losses Expenses reasonably and actually incurred by the Stockholders’ 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 Stockholders’ Securityholder Representative that the Expense Cash is no longer required to be withheld, the Stockholders’ Securityholder Representative shall deposit the remaining balance of the Expense Cash (if any) (the “Remaining Expense Fund Amount”) with the Surviving Corporation or the Payment Agent, as applicable, Agent for further distribution to the Company Indemnitors Indemnifying Parties in proportion to accordance with their respective Pro Rata PortionsPortion 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 Stockholders’ Securityholder Representative until all indemnification claims have been finally resolved and the Stockholders’ Securityholder Representative has been reimbursed in full for all Securityholder Representative Losses Expenses reasonably and actually incurred and thereafter any remaining Expense Cash shall be released to the respective Company Indemnitors 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 Losses Expenses exceed the remaining amount of in the Expense CashFund, the Stockholders’ Securityholder Representative shall be entitled to recover such expenses Securityholder Representative Expenses: (i) following the expiration of the Indemnity each Escrow Period from the Indemnity Escrow Amounts otherwise distributable to or for the benefit of the Company Indemnitors 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 hereofhereof and of the Escrow Agreement, and such recovery will be made from the Company Indemnitors Indemnifying Parties according to their respective Pro Rata Portions, or (ii) directly from the Indemnifying Parties according to their Pro Rata Portions. No The Indemnifying Parties agree that no provision of this Agreement or the Escrow Agreement shall require the Stockholders’ Securityholder Representative to expend or risk its own funds or otherwise incur any financial Liability liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement or the Escrow Agreement. For clarity, no Indemnified Party shall have any Liability liability with respect to the Expense Cash, including with respect to the distribution, investment, holding and disposition thereof.

Expense Cash. (i) The Expense Cash shall be deposited with the Stockholders’ 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 Stockholders’ Representative for any Stockholders’ Representative Losses Expenses reasonably and actually incurred by the Stockholders’ Representative, or to satisfy any claims against the Company Indemnitors hereunder if the Stockholders’ Representative shall determine there are sufficient funds for such purpose, and shall be released to the Company Indemnitors and the Stockholders’ Representative, as the case may be, pursuant to the terms of this Section 9.1. As soon as reasonably determined by the Stockholders’ Representative that the Expense Cash is no longer required to be withheld, the Stockholders’ Representative shall deposit the remaining balance of the Expense Cash (if any) with the Surviving Corporation or the Payment Agent, as applicable, Agent for further distribution to the Company Indemnitors Stockholders for the portion payable in proportion to their respective Pro Rata Portionsrespect of Company Capital Stock; 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 Stockholders’ Representative until all indemnification claims have been finally resolved and the Stockholders’ Representative has been reimbursed in full for all Stockholders’ Representative Losses Expenses reasonably and actually incurred and thereafter any remaining Expense Cash shall be released to the respective Company Indemnitors (by the Surviving Corporation or the Payment Agent, as applicable) in proportion to their respective Pro Rata Portions. In the event such Stockholders’ Representative Losses Expenses exceed the remaining amount of Expense Cash, the Stockholders’ Representative shall be entitled to recover such expenses following the expiration of the Indemnity each Escrow Period from the Indemnity Escrow Amounts otherwise distributable to or for the benefit of the Company Indemnitors 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 hereofhereof and of the Escrow Agreement, and such recovery will be made from the Company Indemnitors according to their respective Pro Rata Portions. No provision of this Agreement or the Escrow Agreement shall require the Stockholders’ Representative to expend or risk its own funds or otherwise incur any financial Liability liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement or the Escrow Agreement. For clarity, no Indemnified Party shall have any Liability liability with respect to the Expense Cash, including with respect to the distribution, investment, holding and disposition thereof.

Expense Cash. (i) The Expense Cash shall be deposited with the StockholdersShareholders’ 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 used (i) to reimburse the StockholdersShareholders’ Representative for any Shareholders’ Representative Losses Expenses reasonably and actually incurred by the StockholdersShareholders’ Representative, or to satisfy any claims against the Working Capital Escrow or Company Indemnitors hereunder if the Shareholders’ Representative shall determine there are sufficient funds for such purpose, or (ii) as otherwise directed by the Advisory Group, and shall be released to the Participating Sellers and the Shareholders’ Representative, as the case may be, pursuant to the terms of this Section 9.1. As soon as reasonably determined by the StockholdersShareholders’ Representative that the Expense Cash is no longer required to be withheld, the StockholdersShareholders’ Representative shall deposit the remaining balance of the Expense Cash (if any) with the Surviving Corporation or the Payment Agent, as applicable, Agent for further distribution to the Company Indemnitors Participating Sellers in proportion to their respective Working Capital Pro Rata Portions; 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 StockholdersShareholders’ Representative until all indemnification claims have been finally resolved and the StockholdersShareholders’ Representative has been reimbursed in full for all Shareholders’ Representative Losses Expenses reasonably and actually incurred and thereafter any remaining Expense Cash shall be released to the respective Company Indemnitors Participating Sellers (by the Surviving Corporation Company or the Payment Agent, as applicable) in proportion to their respective Working Capital Pro Rata Portions. In the event such Shareholders’ Representative Losses Expenses exceed the remaining amount of Expense Cash, the StockholdersShareholders’ Representative shall be entitled to recover such expenses following the expiration of the Indemnity each Escrow Period from the Indemnity Escrow Amounts otherwise distributable to or for the benefit of the Participating Sellers or Company Indemnitors Indemnitors, as applicable, 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 hereofhereof and of the Escrow Agreement, or directly from the Participating Sellers and Company Indemnitors if the Escrow Amounts are insufficient to reimburse the Shareholders’ Representative for such Shareholders’ Representative Expenses, and such recovery will be made from the Participating Sellers or Company Indemnitors Indemnitors, applicable, according to their respective Pro Rata Portions. No provision of this Agreement or the Escrow Agreement shall require the StockholdersShareholders’ Representative to expend or risk its own funds or otherwise incur any financial Liability liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement, the Escrow Agreements, the Shareholders’ Representative Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Shareholders’ Representative shall not be required to take any action unless the Shareholders’ Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Shareholders’ Representative against the costs, expenses and liabilities which may be incurred by the Shareholders’ Representative in performing such actions. For clarity, no Indemnified Party shall have any Liability liability with respect to the Expense Cash, including with respect to the distribution, investment, holding and disposition thereof.