Common use of Holder Allocable Expenses Clause in Contracts

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 Expenses that become due and payable after Closing or that are otherwise in excess of the amount of Holder Allocable Expenses that were deducted from the Merger Consideration pursuant to Section 2.1(c) shall be for the sole account of the Holder Representative.

Holder Allocable Expenses. The Company shall use commercially reasonable efforts to pay Holder Allocable Expenses (as defined below) On or 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 setting forth in reasonable detail (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 Shares, In-the-Money Options and/or Vested Options Warrants 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 the fees and employees expenses of the Company in connection with Escrow Agent to be paid by the consummation Holder Representative under the Adjustment Escrow Agreement and the Indemnification Escrow Agreement and (v) the fees and expenses of the MergerExchange Agent for its services hereunder, and (vvi) 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 ExpensesExpenses and the Holder Representative shall assume such Holder Allocable Expenses to the extent incurred by the Company. Whether Except as set forth below, 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 Holder Representative be responsible for payment of any Holder Allocable Expenses in excess of the amount of cash amounts paid to the Holder Representative by Acquiror under this Section 1.6. To the extent any Holder Allocable Expenses deducted from Expense payable by the Merger Consideration pursuant to Section 2.1(c). Any and all Company or its Subsidiaries is not included in such written estimate, such Holder Allocable Expenses that become due and payable after Closing or that are otherwise in excess of the amount of Holder Allocable Expenses that were deducted from the Merger Consideration pursuant to Section 2.1(c) Expense shall be for included as a liability on the sole account of Closing Balance Sheet whether or not such liability would be required to be accrued in accordance with GAAP if the Holder RepresentativeClosing Balance Sheet has not already been delivered by the Acquiror.

Holder Allocable Expenses. The Company shall use commercially reasonable efforts to pay Holder Allocable Expenses (as defined below) On or 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 will provide to Acquiror a written an estimate (which estimate shall 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 or and 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)): hereby: (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, including but not limited to those of JX Xxxxxx Securities, Inc., (iii) any transaction fee payable to one or more Affiliates if necessary, one-half of the Holder Representative in connection with fees and expenses of the MergerAuditor, (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 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”) to ). In no event will Acquiror, the extent that such Surviving Corporation or the Holder Representative be responsible for payment of Holder Allocable Expenses have not been in excess of the cash amounts paid to the Holder Representative by the Company Acquiror under this Section 1.6. Immediately prior to the Closing Date. On Effective Time of the Closing DateMerger 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 (or, at the request by wire transfer of the Holder Representative, to the Persons identified in such estimate) cash in the immediately available funds an 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 equal 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 Expenses that become due and payable after Closing or that are otherwise in excess of the amount of Holder Allocable Expenses that were deducted from the Merger Consideration pursuant to Section 2.1(c) shall be for the sole account of the Holder Representative.

Holder Allocable Expenses. The Company shall use commercially reasonable efforts to pay Holder Allocable Expenses At least five (as defined below5) Business Days 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 reasonably detailed 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 Company or 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 Acquiror’s financing thereof, other than as set forth in Section 12.6(e)): (i) the fees and disbursements of the any financial advisor advisor, accountants, environmental experts 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, Merger and (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 ((i) through (iv) collectively, 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 (orRepresentative, at the request of or accounts designated in writing by 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 Holder Representative be responsible for payment of any Holder Allocable Expenses in excess of the amount of Holder Allocable Expenses deducted from the Merger Consideration pursuant cash amounts paid to Section 2.1(c). Any and all Holder Allocable Expenses that become due and payable after Closing or that are otherwise in excess of the amount of Holder Allocable Expenses that were deducted from the Merger Consideration pursuant to Section 2.1(c) shall be for the sole account of the Holder RepresentativeRepresentative by Acquiror under this Section 2.6.

Holder Allocable Expenses. The Company shall use commercially reasonable efforts to pay Holder Allocable Expenses (as defined below) On or 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 will provide to Acquiror a written Parent 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 aggregate amount of the following fees and expenses that may be incurred by the Holder Representative on behalf of Holdings or the Company and the holders of the Common Shares and/or Vested Options Holders 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)): hereby: (i) the fees and disbursements of the financial advisor and special outside counsel to the Company Holdings 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 Holdings and/or the Holder Representative in connection with the Merger, (iii) any transaction fee payable to one or more Affiliates if necessary, one-half of the Holder Representative in connection with fees and expenses of the MergerAuditor, (iv) any bonuses the amount payable to officers Xxxxxxx X. Xxxxxxxxxx by Elgar pursuant to paragraph 7 of that certain Agreement dated as of April 4, 1996 between Xxxxxxxxxx and employees of the Company in connection with the consummation of the Merger, Elgar; 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"HOLDER ALLOCABLE EXPENSES"). On the Closing Date, Acquiror shall pay to the Holder Representative (or, at the request shall be entitled to receive a portion of the Holder Representative, to the Persons identified in such estimate) cash Merger Consideration in the amount of such estimated unpaid Holder Allocable Expenses. Whether or not paid on or prior Expenses (as provided in Section 1.7(c)(iii)) and the Holder Representative shall use such cash to the Closing Date, no amount shall be accrued on the Closing Balance Sheet with respect to pay the Holder Allocable Expenses. In no event shall Acquiror will Parent, the Surviving Corporation or the Company or its Subsidiaries Holder Representative be responsible for payment of any Holder Allocable Expenses in excess of the amount of cash amounts paid to the Holder Representative pursuant to this Section 1.11; and no Holder Allocable Expenses deducted from will be included as liabilities on the Merger Consideration pursuant to Section 2.1(c). Any and all Holder Allocable Expenses that become due and payable after Closing or that are otherwise in excess of the amount of Holder Allocable Expenses that were deducted from the Merger Consideration pursuant to Section 2.1(c) shall be for the sole account of the Holder RepresentativeBalance Sheet.

Holder Allocable Expenses. The Company shall use commercially reasonable efforts to pay Holder Allocable Expenses (as defined below) On or 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 will provide to Acquiror a written an estimate (which estimate shall 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 or and determinable) of the aggregate amount of the following fees and expenses that may be incurred by the Holder Representative on behalf of the Company Agencourt and the holders of the Common Shares Shares, Warrants and/or Vested Converted 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 hereby: (but excluding any such fees or expenses incurred in connection with the financing thereof, other than as set forth in Section 12.6(e)): (ia) the fees and disbursements of the financial advisor and special outside counsel to the Company Agencourt and/or the Holder Representative incurred in connection with the transactions contemplated hereby, (iib) the fees and expenses of any other agents, advisors, consultants and experts employed by the Company Agencourt and/or the Holder Representative in connection with the Merger, (iiic) any transaction fee payable to one or more Affiliates if necessary, one-half of the Holder Representative in connection with the Merger, (iv) any bonuses payable to officers fees and employees expenses of the Company in connection with the consummation of the Merger, Auditor and (vd) the expenses of the Holder Representative incurred in such capacity (the “Holder Allocable Expenses”) to ). In no event will Acquiror or the extent that such Holder Representative be responsible for payment of Holder Allocable Expenses have not been in excess of the cash amounts paid to the Holder Representative by the Company Acquiror under this Section 1.6. Immediately prior to the Closing Date. On Effective Time of the Closing DateMerger and concurrently with the payment to the Exchange Agent of the Funding Amount in accordance with Section 1.2(a), Acquiror shall pay to the Holder Representative (or, at the request by wire transfer of the Holder Representative, to the Persons identified in such estimate) cash in the immediately available funds an 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 equal to the Holder Allocable Expenses. In no event shall Acquiror or the Company or its Subsidiaries be responsible Any unused reserve for payment of any Holder Allocable Expenses shall be allocated and distributed to the Holders in excess of accordance with each Holder’s Applicable Percentage, at such time as the amount of Holder Allocable Expenses deducted from the Merger Consideration pursuant to Section 2.1(c). Any and Representative reasonably determines that there all Holder Allocable Expenses that become due have been paid and payable after Closing or that are otherwise in excess of the amount of no further Holder Allocable Expenses that were deducted from the Merger Consideration pursuant are likely to Section 2.1(c) shall be for the sole account of the Holder Representativearise.

Holder Allocable Expenses. The Company shall use commercially reasonable efforts to pay Holder Allocable Expenses Not less than two (as defined below2) Business Days 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 will provide to Acquiror a written an estimate (which estimate shall include such reserves as the Holder Representative determines in good faith determines in its discretion 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 Stock and 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)): hereby: (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 specially employed by the Company and/or the Holder Representative in connection with the Merger, including the fees of the Escrow Agent, the fees payable to any Person listed on Schedule 2.20 hereof (which fees, if any, shall be paid by the Holder Representative and not the Company) and the fees and expenses of CIBC Wood Gundy Securities, Corp. pursuant to the letter agreement from it described on Schedule 3.6 hereof up to $500,000 (which fees shall be paid by the Holder Representative and not Acquiror) and (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 reasonable third party expenses of the Holder Representative incurred in such capacity (collectively, 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 ExpensesExpenses and the Holder Representative shall use such cash to pay the Holder Allocable Expenses and any other amounts to which the Holder Representative is entitled to reimbursement under Section 11.2 hereof. Whether or not paid on or prior From time to time (and no less frequently than quarterly commencing three months following the Closing Date), no amount the Holder Representative shall distribute to the holders of Common Stock and Options (pro rata, in accordance with their respective Applicable Percentages, as additional Common Equity Merger Consideration) any portion of such cash (and any interest earned thereon) which has not been so expended and which the Holder Representative has determined in its discretion is in excess of the actual amounts required to pay (or to be held in reserve to pay) such Holder Allocable Expenses and reimbursements, provided that any such payment to holders of Options shall be accrued paid net of any withholding on the Closing Balance Sheet with respect to the Holder Allocable Expensesaccount of taxes as may be required by applicable law. In no event shall will the Holder Representative or Acquiror or the Company or its Subsidiaries be responsible for payment of any Holder Allocable Expenses in excess of the amount of cash amounts paid to the Holder Representative by Acquiror pursuant to this Section 1.7. Such Holder Allocable Expenses deducted from the Merger Consideration pursuant to Section 2.1(c). Any and all Holder Allocable Expenses that become due and payable after Closing or that are otherwise in excess of the amount of Holder Allocable Expenses that were deducted from the Merger Consideration pursuant to Section 2.1(c) shall be for the sole account reimbursed by Holders of the Holder RepresentativeCommon Stock and Options, pro rata, in accordance with their respective Applicable Percentages as further described in Section 11.2.

Holder Allocable Expenses. The Company shall use commercially reasonable efforts to pay Holder Allocable Expenses Not less than two (as defined below2) Business Days prior to the Closing Date, except for the fees and expenses of investment bankers and counsel. Prior to the Closing Date, the Holder Representative Company shall provide deliver to Acquiror a written estimate statement that shall: (which estimate shall x) 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 determinabledeterminable and (y) be determined as of the close of business on the Closing Date but without giving effect to the consummation of the transactions contemplated by this Agreement (the “Estimated Holder Allocable Expenses”), of the aggregate amount of the following fees and expenses that may be incurred (to the extent such fees and expenses are not paid prior to the Closing) by the Holder Representative on behalf of the Company Company, the Sellers and the holders members of the Common Shares and/or Vested Options Management Pool 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 hereby: (but excluding any such fees or expenses incurred in connection with the financing thereof, other than as set forth in Section 12.6(e)): (ia) the fees and disbursements of the financial advisor and special outside counsel to the Company Company, the Sellers, the members of the Management Pool and/or the Holder Representative incurred in connection with the transactions contemplated hereby, (iib) the fees and expenses of any other agents, brokers, advisors, consultants and experts employed by the Company Company, the Sellers, the members of the Management Pool and/or the Holder Representative in connection with the Mergertransactions contemplated hereby, (iiic) 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, transactions contemplated hereby and (vd) the expenses of the Holder Representative incurred incurred, or that may be incurred, in such capacity (the “Holder Allocable Expenses”) to the extent that such ). The Estimated Holder Allocable Expenses have not been paid shall be accompanied by invoices and payment instructions, including the Company prior identity of each recipient, dollar amounts, wire instructions and any other information necessary to effect payment thereof, for each of the Closing Dateforegoing Holder Allocable Expenses. On the Closing Date, Acquiror shall pay to the Holder Representative (or, at the request of the Holder Representative, to the Persons each party 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 Estimated Holder Allocable Expenses the amount set forth in excess the applicable invoice in accordance with the terms of the amount of payment instructions for each such Holder Allocable Expenses deducted from the Merger Consideration pursuant to Section 2.1(c). Any and all Holder Allocable Expenses that become due and payable after Closing or that are otherwise in excess of the amount of Holder Allocable Expenses that were deducted from the Merger Consideration pursuant to Section 2.1(c) shall be for the sole account of the Holder RepresentativeExpense.

Holder Allocable Expenses. The Company shall use commercially reasonable efforts to pay Holder Allocable Expenses (as defined below) On the third Business Day 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 will provide to Acquiror a written 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 aggregate amount of the following fees and expenses that may be incurred by the Holder Representative on behalf of the Company Holdings 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)): hereby: (i) the fees and disbursements of the financial advisor and special outside counsel to the Company Holdings and/or the Holder 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 the Company 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, Merger and (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 the Surviving Corporation 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 Expenses and the Holder Representative shall use such cash to the Closing Date, no amount shall be accrued on the Closing Balance Sheet with respect to pay the Holder Allocable Expenses. In no event shall Acquiror will Acquiror, the Surviving Corporation or the Company or any of 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 cash amounts paid to Section 2.1(c). Any and all Holder Allocable Expenses that become due and payable after Closing or that are otherwise in excess of the amount of Holder Allocable Expenses that were deducted from the Merger Consideration pursuant to Section 2.1(c) shall be for the sole account of the Holder RepresentativeRepresentative by Acquiror under this Section 1.7.

Holder Allocable Expenses. The Company shall use commercially reasonable efforts to pay Holder Allocable Expenses Within three (as defined below3) business days 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 will provide to Acquiror a written estimate an itemized list of the Holder Allocable Expenses (which estimate list shall include and specifically identify 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 ). "Holder Allocable Expenses" shall mean the following fees and expenses that may have been or are expected to be incurred by the Holder Representative on behalf of the Company and the holders of the Common Shares and/or Vested Options Holders 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 that have not been paid as of such fees or expenses incurred in connection with the financing thereof, other than as set forth in Section 12.6(e)): date: (i) the fees and disbursements of the financial advisor and special outside counsel to the Company Holders 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 Holders and/or the Holder Representative in connection with the Merger, including the fees of T.C. Group, L.L.C., (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 fees and employees expenses of the Company in connection with the consummation transactions contemplated hereby in excess of the Merger, $200,000 and (viv) the expenses of the Holder Representative incurred in such capacity (collectively, 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 Expenses and the Holder Representative shall use such cash to the Closing Date, no amount shall be accrued on the Closing Balance Sheet with respect to pay the Holder Allocable Expenses. In no event shall Acquiror will Acquiror, the Company, any of their Subsidiaries or the Company or its Subsidiaries Holder Representative be responsible for payment of any Holder Allocable Expenses in excess of the amount of Holder Allocable Expenses deducted from the Merger Consideration pursuant cash amounts paid to Section 2.1(c). Any and all Holder Allocable Expenses that become due and payable after Closing or that are otherwise in excess of the amount of Holder Allocable Expenses that were deducted from the Merger Consideration pursuant to Section 2.1(c) shall be for the sole account of the Holder RepresentativeRepresentative by Acquiror under this Section 1.5.

Holder Allocable Expenses. The Company shall use commercially reasonable efforts to pay Holder Allocable Expenses (as defined below) On or 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 will provide to Acquiror a written 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 aggregate amount of the following all fees and expenses that may be incurred by the Holder Representative on behalf of the Company and FDC and/or the holders of the Common FDC Shares and/or Vested and 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 hereby, including, without limitation, the financing thereof, other than as set forth in Section 12.6(e)): following: (i) the fees and disbursements of the financial advisor and special outside counsel to the Company FDC 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 agents or advisors employed by the Company FDC 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 capacity, (iv) one-half of the fees and expenses of Price Waterhouse Coopers, LLP in connection with the review of the Closing Balance Sheet and (v)fees and expenses, if any, in connection with the redemption of the FDC Debt (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 Expenses and the Holder Representative shall use such cash to the Closing Date, no amount shall be accrued on the Closing Balance Sheet with respect to pay the Holder Allocable Expenses, when, as and to the extent payable. In no event shall will Acquiror or the Company or its Subsidiaries Holder Representative be responsible for payment of any Holder Allocable Expenses in excess of the cash amounts paid to the Holder Representative by Acquiror under this Section 1.4. Any cash paid to the Holder Representative pursuant to this Section 1.4 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 Expenses that become due and payable after Closing or that are otherwise in excess of the amount of Holder Allocable Expenses that were deducted from the Merger Consideration pursuant to Section 2.1(c) shall be for distributed (when, in the sole account judgment of the Holder Representative, such cash is no longer required to be reserved) to the holders of FDC Shares and Options (pro rata, in accordance with their respective entitlements to the Merger Consideration).

Holder Allocable Expenses. The Company shall use commercially reasonable efforts to pay Holder Allocable Expenses (as defined below) On or 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 will provide to Acquiror a written Tracor an estimate (which estimate shall 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 or determinable) of the aggregate amount of the following fees and expenses that may be incurred by the Holder Representative on behalf of Company or the Company and the holders of the Common Shares and/or Vested Options Holders 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)): hereby: (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 (not including auditors) employed by the Company and/or the Holder Representative Holders in connection with the MergerMerger (including without limitation Ferris, Baker Watts, Xxx.), (iiixxx) any transaction fee payable xx xecessary, one-half of the fees and expenses of the Independent Accounting Firm engaged pursuant to one Section 2.8(b) or more Affiliates of Section 2.9(a), (iv) $150,000 to be held in reserve by the Holder Representative for the Person acting as the Exchange Agent under the Exchange Agent Agreement, to satisfy the obligations of the Holders to indemnify such Exchange Agent and to otherwise fund expenses that may be incurred in connection with the MergerExchange Agent Agreement, (ivv) any bonuses payable to officers and employees one-half of the Company all filing fees incurred in connection with compliance with the consummation requirements of the MergerHSR Act, and (vvi) the expenses of the Holder Representative incurred in such capacity (collectively, 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 Tracor 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 Expenses and the Holder Representative shall use such cash to the Closing Date, no amount shall be accrued on the Closing Balance Sheet with respect to pay the Holder Allocable Expenses. From time to time (and no less frequently than quarterly commencing three months following the Closing Date), the Holder Representative shall pay over to the Exchange Agent any portion of such cash which has not been so expended and which the Holder Representative has determined is in excess of the actual amounts required to pay (or be held in reserve to pay) such Holder Allocable Expenses and reimbursements (the "Excess Cash") for distribution to the Holders (pro rata, in accordance with their respective Applicable Percentages). In the event that the Holder Allocable Expenses exceed the estimated amount of Holder Allocable Expenses ("Estimated Holder Allocable Expenses"), (i) Tracor shall pay such excess Holder Allocable Expenses up to an aggregate amount of $425,000 and a like amount of principal, shall be deducted as an offset, on a dollar-for-dollar basis from the then outstanding principal balance of the Tracor Litigation Note, and additionally an amount equal to all accrued interest on the principal amount so offset shall be offset against accrued interest on the Tracor Litigation Note, and (ii) the Principal Shareholders shall be responsible and shall pay, on a pro rata basis in accordance with their respective Applicable Percentages, any excess Holder Allocable Expenses to the extent such Holder Allocable Expenses exceed the Estimated Holder Allocable Expenses by more than $425,000. In no event shall Acquiror will Tracor or the Company or its Subsidiaries Holder Representative be responsible for payment of any Holder Allocable Expenses except as specifically provided in excess of the amount of this Section 2.11. Holder Allocable Expenses deducted from the Merger Consideration pursuant to Section 2.1(c). Any and all Holder Allocable Expenses that become due and payable after Closing or that are otherwise in excess shall not be included as liabilities of the amount Company or any of Holder Allocable Expenses that were deducted from the Merger Consideration pursuant to Section 2.1(c) shall be its Subsidiaries for the sole account purposes of the Holder Representativedetermining Effective Time Net Working Capital.