Holder Allocable Expenses. On or prior to the Closing Date, the Holder Representative will provide to Acquiror an estimate (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) 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 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 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, including but not limited to those of JX Xxxxxx Securities, Inc., (iii) if necessary, one-half of the fees and expenses of the Auditor, (iv) the expenses of the Holder Representative incurred in such capacity, (v) the fees and expenses which Holder Representative is responsible under the Adjustment Escrow Agreement and the Indemnification Escrow Agreement, and (vi) the fees and disbursements of the Closing Balance Sheet Auditing Firm and any other expenses relating to the preparation of the Closing Balance Sheet (collectively, the “Holder Allocable Expenses”). In no event will Acquiror, the Surviving Corporation or the Holder Representative be responsible for payment of Holder Allocable Expenses in excess of the cash amounts paid to the Holder Representative by Acquiror under this Section 1.6. Immediately prior to the Effective Time of the Merger and concurrently with the payment to the Exchange Agent of the Funding Amount in accordance with Section 1.2(a) hereof, Acquiror shall pay to the Holder Representative by wire transfer of immediately available funds an amount equal to the Holder Allocable Expenses.
Holder Allocable Expenses. On the third Business Day 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 reasonably 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 Holdings and the holders of the Common Shares and/or 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 special outside counsel to Holdings and/or the Holding Representative incurred in connection with the transactions contemplated hereby, (ii) the fees and expenses of any other agents, advisors, consultants and experts employed by Holdings 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 and (iv) the expenses of the Holder Representative incurred in such capacity (the “Holder Allocable Expenses”). On the Closing Date, the Surviving Corporation 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, the Surviving Corporation or any of its Subsidiaries be responsible for payment of Holder Allocable Expenses in excess of the cash amounts paid to the Holder Representative by Acquiror under this Section 1.7.
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 shall provide to Acquiror a written estimate not to exceed $1,000,000 (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 fees and expenses incurred, or that may in the future be incurred, by the Holder Representative in its capacity as such (the “Holder Allocable Expenses”). On the Closing Date, a portion of the Aggregate Cash Consideration in the amount of such estimated Holder Allocable Expenses shall be deposited in the account designated by the Holder Representative no later than three (3) Business Days prior to Closing. Whether or not deposited on or prior to the Closing Date, no amount shall be included on the Closing Balance Sheet with respect to liabilities for the Holder Allocable Expenses. Any excess Holder Allocable Expenses not used by the Holder Representative immediately prior to the release of the Indemnification Escrow Funds pursuant to Section 12.8 shall be deposited with the Escrow Agent as Indemnification Escrow Funds prior to the final distribution of Indemnification Escrow Funds pursuant to Section 12.8.
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. 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. Not less than three (3) Business Days prior to the Closing Date and in no event more than ten (10) Business Days prior to the Closing Date, the Holder Representative may provide to Buyer 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 fees and expenses incurred, or that may be incurred, by the Holder Representative in its capacity as Holder Representative in connection with the preparation, negotiation and execution of this Agreement or the consummation of the transactions contemplated hereby (the “Holder Allocable Expenses”). On the Closing Date, Buyer shall pay to the Holder Representative, by wire transfer to an account or accounts designated by the Holder Representative in writing at least one (1) Business Day prior to the Closing Date, immediately available funds in the amount of such Holder Allocable Expenses. Following such payment, in no event shall Buyer, the Company or any of their respective Subsidiaries be obligated to reimburse the Holder Representative for any fees and expenses. Whether or not paid on or prior to the Closing Date, no amount shall be included on the Closing Balance Sheet with respect to liabilities for the Holder Allocable Expenses.
