Holder Allocable Expenses. The Company shall use commercially reasonable efforts to pay Holder Allocable Expenses (as defined below) prior to the Closing Date, except for the fees and expenses of investment bankers and counsel. Prior to the Closing Date, the Holder Representative shall provide to Acquiror a written estimate (which estimate shall include such reserves as the Holder Representative determines in good faith to be appropriate for any Holder Allocable Expenses that are not then known or determinable) of the aggregate amount of the following fees and expenses that may be incurred by the Holder Representative on behalf of the Company and the holders of the Common Shares and/or Vested Options in connection with the preparation, negotiation and execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (but excluding any such fees or expenses incurred in connection with the financing thereof, other than as set forth in Section 12.6(e)): (i) the fees and disbursements of the financial advisor and special outside counsel to the Company and/or the Holder Representative incurred in connection with the transactions contemplated hereby, (ii) the fees and expenses of any other agents, advisors, consultants and experts employed by the Company and/or the Holder Representative in connection with the Merger, (iii) any transaction fee payable to one or more Affiliates of the Holder Representative in connection with the Merger, (iv) any bonuses payable to officers and employees of the Company in connection with the consummation of the Merger, and (v) the expenses of the Holder Representative incurred in such capacity (the “Holder Allocable Expenses”) to the extent that such Holder Allocable Expenses have not been paid by the Company prior to the Closing Date. On the Closing Date, Acquiror shall pay to the Holder Representative (or, at the request of the Holder Representative, to the Persons identified in such estimate) cash in the amount of such estimated unpaid Holder Allocable Expenses. Whether or not paid on or prior to the Closing Date, no amount shall be accrued on the Closing Balance Sheet with respect to the Holder Allocable Expenses. In no event shall Acquiror or the Company or its Subsidiaries be responsible for payment of any Holder Allocable Expenses in excess of the amount of Holder Allocable Expenses deducted from the Merger Consideration pursuant to Section 2.1(c). Any and all Holder Allocable Expe...
Holder Allocable Expenses. On the Closing Date, Acquiror shall pay to the Holder Representative a cash amount equal to $500,000 (the “Holder Allocable Expenses”), which shall be used by the Holder Representative in its capacity as such. Whether or not paid on or prior to the Closing Date, no amount shall be included on the Post-Closing Statement, the Estimated Closing Date Net Working Capital or the Closing Date Net Working Capital, in each case, with respect to liabilities for the Holder Allocable Expenses.
Holder Allocable Expenses. On or prior to the Closing Date, the Holder Representative will notify Parent and the Target Companies of the amount (the "Estimated Expense Amount") that the Holder Representative determines in good faith to be necessary to pay any accrued and unpaid expenses incurred, or to be incurred, by the Holder Representative (on behalf of the Target Companies) in connection with the consummation of the transactions contemplated hereby and the performance by the Holder Representative of its duties hereunder (which estimate may include such reserves as the Holder Representative determines in good faith to be appropriate for any Holder Allocable Expenses that are not then known and determinable), including, without limitation, (i) all fees and expenses of legal counsel and accountants of the Target Companies and the Holder Representative (on behalf of the Target Companies), (ii) all investment banking fees or other similar amounts payable to any financial advisor to the Target Companies or the Holder Representative (on behalf of the Target Companies) in connection with the transactions contemplated hereby, and (iii) all other expenses of the Holder Representative incurred in such capacity on behalf of the Target Companies (collectively, "Holder Allocable Expenses"). Immediately prior to the Closing Date, the Target Companies shall pay to the Holder Representative by wire transfer of immediately available funds in an amount equal to the Estimated Expense Amount. If the Holder Representative determines in good faith that the Estimated Expense Amount exceeds the Holder Allocable Expenses, then the Holder
Holder Allocable Expenses. 10 Section 2.06 Tax Consequences.................................................11
Holder Allocable Expenses. On or prior to the Closing Date, the Holder Representative will provide to ACQUIROR an estimate (which estimate shall include such reserves as the Holder Representative determines in good faith to be appropriate for any Holder Allocable Expenses that are not then known or determinable) of the following fees and expenses that may be incurred by the Holder Representative on behalf of SPD and the holders of SPD Shares and Options in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby: (i) the fees and disbursements of counsel to SPD and/or the Holder Representative incurred in connection with the transactions contemplated hereby, (ii) the fees and expenses of any other agents, advisors, consultants and experts employed by SPD and/or the Holder Representative in connection with the Merger, (iii) if necessary, one-half of the fees and expenses of the Auditor and (iv) the expenses of the Holder Representative incurred in such capacity (the "Holder Allocable Expenses"). On the Closing Date, ACQUIROR shall pay to the Holder Representative cash in the amount of such estimated Holder Allocable Expenses and the Holder Representative shall use such cash to pay the Holder Allocable Expenses. In no event will ACQUIROR be responsible for payment of Holder Allocable Expenses in excess of the cash amounts paid to the Holder Representative by ACQUIROR under this Section 1.5.
Holder Allocable Expenses. Not less than three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent a certificate, in a form acceptable to Parent (the “Holder Allocable Expense Certificate”), certified by the Significant Stockholders in their capacities as directors or officers of the Company, showing detail of both the paid and unpaid Holder Allocable Expenses incurred and expected to be incurred by the Company (including any Holder Allocable Expenses anticipated to be incurred after the Closing) (the “Estimated Holder Allocable Expenses”). The Estimated Holder Allocable Expenses shall be accompanied by invoices, payoff letters and payment instructions, including the identity of each recipient, dollar amounts, wire instructions and any other information necessary to effect payment thereof, for each of the foregoing Holder Allocable Expenses. On the Closing Date, Parent shall pay to each party identified in the Estimated Holder Allocable Expenses the amount set forth in the applicable payoff letter in accordance with the terms of the payment instructions for each such Holder Allocable Expense.
Holder Allocable Expenses. The amount paid to Holder Representative under Section 3.5 shall be held by the Holder Representative as agent and for the benefit of the Holders in a segregated client account and shall be used (i) for the purposes of paying directly or reimbursing the Holder Representative for any Holder Representative Expenses incurred pursuant to this Agreement, the Escrow Agreement or any Holder Representative letter agreement, or (ii) as otherwise determined by the Advisory Group (the “Expense Fund”). The Holder Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Holder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations hereunder. In the event that the Holder Allocable Expenses exceed the Holder Representative Expenses, upon the final release of the Indemnity Escrow Funds to the Holders, such excess amount shall be distributed to the Paying Agent and the Paying Agent shall release such funds pursuant to such Holders’ respective Post-Closing Payment Allocation.
Holder Allocable Expenses. On or prior to the date hereof, the Holder Representative has provided to Acquiror a written estimate (which estimate shall include such reserves as the Holder Representative determines in good faith to be appropriate for any Holder Allocable Expenses that are not then known or determinable) of the aggregate amount of all of the fees and expenses incurred and unpaid, or that may in the future be incurred, by the Holder Representative in its capacity as such (the “Holder Allocable Expenses”). Immediately prior to the Effective Time, Acquiror shall pay to the Holder Representative cash in the amount of the Holder Allocable Expenses.
Holder Allocable Expenses. Section 1.8
Holder Allocable Expenses. On or prior to the Closing Date, the Companies shall provide to Acquiror and the Exchange Agent a schedule (the “Holder Allocable Expense Payment Schedule”) which shall accurately set forth the aggregate amount of the following out-of-pocket fees and expenses (the “Holder Allocable Expenses”) that have not been paid by the Companies prior to the close of business on the Business Day immediately prior to the Closing Date and have actually been, or are reasonably expected to be, incurred by the Companies or by the Holder Representative or its Affiliates on behalf of the Companies and the holders of the Landmark Common Shares, Standard Common Shares, Landmark Vested Options and/or Standard Vested Options prior to, on or after the Closing Date, in each case in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby (together with wiring instructions with respect to the payment of such expenses): (i) the fees and disbursements of outside counsel to the Companies and the Holder Representative incurred in connection with the Mergers and the other transactions contemplated hereby, (ii) the fees and expenses of any other agents, advisors, accountants, consultants and experts employed by the Companies in connection with the Mergers and the other transactions contemplated hereby, (iii) any transaction fee payable to one or more Affiliates of the Companies in connection with the Mergers and the other transactions contemplated hereby,
