Common use of Expense Reserve Clause in Contracts

Expense Reserve. Each Company Stockholder hereby acknowledges and agrees that the Expense Reserve shall be withheld and paid directly to an account maintained by the Stockholders’ Representative (or a financial institution selected by the Stockholders’ Representative) as a fund for the fees and expenses (including any legal fees and expenses) of, and other amounts payable by, the Stockholders’ Representative in connection with this Agreement in his capacity as the Stockholders’ Representative. Any balance of the Expense Reserve not used for such purposes shall be paid, when deemed appropriate by the Stockholders’ Representative in his sole discretion, to the Company Stockholders in accordance with the Closing Payment Schedule by the Stockholders’ Representative. In the event that the Expense Reserve shall be insufficient to satisfy the fees and expenses of, and other amounts payable by, the Stockholders’ Representative, and in the event there are any remaining funds in the Escrow Fund to be distributed to Company Stockholders immediately prior to the final distribution from the Escrow Fund to Company Stockholders pursuant to the terms of the Escrow Agreement, the Stockholders’ Representative shall be entitled to recover any such expenses from the Escrow Fund to the extent of such funds prior to such distribution of funds to the Company Stockholders. The Stockholders’ Representative shall also be entitled to recover any remaining expenses or other amounts directly from the Company Stockholders, and, for the avoidance of doubt, the Stockholders’ Representative shall not have any obligation to personally advance funds in connection with the performance of any of his duties under this Agreement.

Expense Reserve. Each Company Stockholder Seller hereby acknowledges and agrees that $2,000,000 (the “Expense Reserve Reserve”) shall be withheld and paid directly to an account maintained by the Stockholders’ Stockholder Representative (or a financial institution selected by the Stockholders’ Stockholder Representative) as a fund for the fees and expenses (including any legal fees and expenses) of, and other amounts payable by, the Stockholders’ Stockholder Representative in connection with this Agreement in his capacity as the Stockholders’ RepresentativeAgreement. Any balance of the Expense Reserve not used utilized for such purposes shall be paid, when deemed appropriate by the Stockholders’ Stockholder Representative in his its sole discretion, to the Company Stockholders Sellers in accordance with the Closing Payment Schedule their Aggregate Percentage Interests by the Stockholders’ Stockholder Representative. In the event that the Expense Reserve shall be insufficient to satisfy the fees and expenses of, and other amounts payable by, the Stockholders’ Stockholder Representative, and in the event there are any remaining funds in the Indemnity Escrow Fund finally determined to be distributed to Company Stockholders Sellers immediately prior to the final distribution from the Indemnity Escrow Fund to Company Stockholders Sellers pursuant to the terms of this Agreement and the Escrow Agreement, the Stockholders’ Stockholder Representative shall be entitled to recover any such expenses from the Indemnity Escrow Fund to the extent of such funds prior to such distribution of funds to the Company StockholdersSellers. The Stockholders’ Stockholder Representative shall also be entitled to recover any remaining expenses or other amounts directly from the Company StockholdersSellers, and, for the avoidance of doubt, the Stockholders’ Stockholder Representative shall not have any obligation to personally advance funds in connection with the performance of any of his its duties under this Agreement.

Expense Reserve. Each Company Stockholder Seller hereby acknowledges and agrees that $3,000,000 (the “Expense Reserve Reserve”) shall be withheld and paid directly to an account maintained by the Stockholders’ Stockholder Representative (or a financial institution selected by the Stockholders’ Stockholder Representative) as a fund for the fees and expenses (including any legal fees and expenses) of, and other amounts payable by, the Stockholders’ Stockholder Representative in connection with this Agreement in his capacity as the Stockholders’ RepresentativeAgreement. Any balance of the Expense Reserve not used utilized for such purposes shall be paid, when deemed appropriate by the Stockholders’ Stockholder Representative in his its sole discretion, to the Company Stockholders Sellers in accordance with the Closing Payment Schedule their Percentage Interests by the Stockholders’ Stockholder Representative. In the event that the Expense Reserve shall be insufficient to satisfy the fees and expenses of, and other amounts payable by, the Stockholders’ Stockholder Representative, and in the event there are any remaining funds in the Escrow Fund to be distributed to Company Stockholders Sellers immediately prior to the final distribution from the Escrow Fund to Company Stockholders Sellers pursuant to the terms of the Escrow Agreement, the Stockholders’ Stockholder Representative shall be entitled to recover any such expenses from the Escrow Fund to the extent of such funds prior to such distribution of funds to the Company StockholdersSellers. The Stockholders’ Stockholder Representative shall also be entitled to recover any remaining expenses or other amounts directly from the Company StockholdersSellers, and, for the avoidance of doubt, the Stockholders’ Stockholder Representative shall not have any obligation to personally advance funds in connection with the performance of any of his its duties under this Agreement.