Representative Holdback. A portion of the proceeds otherwise to be received by the Sellers pursuant to Article I in an amount equal to $2,000,000 (such initial deposit, as it may be increased or decreased at any time in accordance with this Agreement, the “Representative Holdback Amount”) shall be delivered by the Purchaser to the Representative at the Closing, on behalf of the Sellers, by wire transfer of immediately available funds to a segregated account designated by the Representative (which account shall be used only to hold the Representative Holdback Amount and to pay any fees, costs and expenses of the Representative payable out of the Representative Holdback Amount pursuant to the terms of this Agreement). The portion of the Representative Holdback Amount delivered to, and held by, the Representative on behalf of each such Seller shall be determined pro rata based upon each Seller’s Residual Percentage. The Representative is entitled to pay on behalf of the Sellers, and to the extent paid by the Representative from its own funds, obtain reimbursement for, any fees, costs and expenses incurred by the Representative in the performance of its duties hereunder (“Representative Expenses”) from the Representative Holdback Amount, and the Representative shall not use any portion of the Representative Holdback Amount for any other purpose. For all purposes of this Agreement, any and all amounts paid by the Purchaser to the Representative pursuant to this Section 1.08 or otherwise in respect of the Representative Holdback Amount shall be deemed to have been paid to the Unitholders and the holders of Options and in no event shall the Purchaser have any further obligation or liability to any Unitholder or holder of Options in respect thereof.
Representative Holdback. The Representative Holdback shall be withheld and paid directly to an account maintained by the Representative as a fund for the fees and expenses of the Representative incurred in its capacity as such, with any balance of the Representative Holdback not utilized for such purposes to be returned to the Blocker Seller, the Optionholders and the Designated Unitholders in accordance with the Distribution Principles. In the event that the Representative Holdback is insufficient to satisfy the fees and expenses of the Representative incurred in its capacity as such, the Representative shall be entitled to recover any such expenses from any portion of the Adjustment Escrow Fund to be distributed to the Blocker Seller, the Optionholders and the Designated Unitholders. The Representative shall also be entitled to recover any remaining expenses directly from the Blocker Seller and the Designated Unitholders, and the Representative shall not have any obligation to personally advance funds in connection with the performance of any duties under this Agreement.
Representative Holdback. At the Closing, Parent shall deposit with the Representative, by wire transfer of immediately available funds (to an account designated by the Representative), an amount equal to $30,000,000 (the “Representative Holdback Amount”), to be used in accordance with this Section 3.8 and as the source for any Representative Indemnification (but subject, for the avoidance of doubt, to the limitations contained in Article IX). Any amounts to be deposited with the Representative pursuant to this Section 3.8 shall be deposited in a segregated account (the “Representative Account”) to be established and maintained by the Representative pursuant to the terms hereof. The portion of the Representative Holdback Amount delivered to, and held by, the Representative on behalf of each such Stockholder and Optionholder shall be allocated to each Series B Stockholder, Common Stockholder and Optionholder in accordance with their respective Allocation Percentages. The Representative is entitled to pay on behalf of the Stockholders, Optionholders and, if applicable, the Representative, and to the extent paid by the Representative from its own funds, obtain reimbursement for, (x) costs and expenses incurred by the Representative in the performance of its duties hereunder (whether prior to or after the Closing) (“Representative Expenses”) and (y) any payment by the Representative with respect to any claim for indemnification pursuant to Article IX (the “Representative Indemnification”), in each case, from the Representative Holdback Amount. On or after May 1, 2015 (or earlier pursuant to the final sentence of this Section 3.8), the Representative may distribute portions, if any, of the Representative Holdback Amount to each Series B Stockholder, Common Stockholder and Optionholder in accordance with their respective Allocation Percentages, except that, subject to the final sentence of this Section 3.8, no such distribution shall cause the balance of the Representative Account to be less than (i) at any time prior to April 30, 2015, the Representative Cap or (ii) at any time on or after April 30, 2015, the sum of (x) an amount equal to all pending claims for Representative Indemnification and (y) the Representative Cap (as reduced from time to time pursuant to Section 9.2(b)), provided that such sum shall not exceed the initial Representative Cap. Upon the final resolution of all claims for Representative Indemnification pending as of February 4, 2017 (or earlier pursuant to the fina...
Representative Holdback. A portion of the proceeds constituting the Closing Cash Consideration otherwise to be paid to the Company Securityholders at the Closing pursuant to Article I in an amount equal to $[*] in cash (such initial deposit, as it may be increased or decreased at any time in accordance with this Section 1.9 and Section 10.1, the “Representative Holdback Amount”) shall be delivered to the Representative at the Closing, on behalf of the Company Securityholders, by Parent by wire transfer of immediately available funds to a segregated account designated by the Representative no less than [*] Business Days prior to the Closing. The Representative will use the Representative Holdback Amount for any expenses incurred by the Representative in accordance with Section 10.1. The Company Securityholders will not receive any interest or earnings on the Representative Holdback Amount and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining balance of the Representative Holdback Amount to the Exchange Agent for distribution to the Company Securityholders by wire transfer of immediately available funds pursuant to the procedures set forth in Section 1.10. For tax purposes, the Representative Holdback Amount will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closing.
Representative Holdback. A portion of the proceeds otherwise to be received by the Stockholders and Optionholders at the Closing pursuant to ARTICLE I in an amount equal to $1,000,000 (such initial deposit, as it may be increased or decreased at any time in accordance with this Agreement, the “Representative Holdback Amount”) shall be delivered to the Representative at the Closing, on behalf of the Stockholders and the Optionholders, by wire transfer of immediately available funds to a segregated account (the “Representative Account”) designated by the Representative. The Representative is entitled to pay on behalf of the Stockholders and the Optionholders, and to the extent paid by the Representative from its own funds, obtain reimbursement for, any fees, costs and expenses incurred by the Representative in the performance of its duties hereunder (whether prior to or after the Closing) (“Representative Expenses”) from the Representative Holdback Amount. If at any time the Representative determines, in its sole discretion, to release all or a portion of the Representative Holdback Amount to the Stockholders and the Optionholders such payment shall be made in accordance with Section 1.07.
Representative Holdback. At Closing, Parent shall withhold Five Hundred Thousand Dollars $(500,000) (the “Representative Holdback”) from the Merger Consideration otherwise payable pursuant to Section 1.4 and shall pay the Representative Holdback to an account designated by the Representative. The Representative Holdback shall be held, used and disbursed by or at the direction of the Representative for the purpose of paying fees and satisfying expenses of the Representative incurred in connection with the discharge of its duties under this Agreement or the Escrow Agreement, including the costs and expenses incurred by the Representative in defending against any claim or liability in performing his duties on behalf of the Securityholders. The Representative shall have the right to recover all costs and expenses incurred hereunder from the Representative Holdback as such costs and expenses arise. If any of the Representative Holdback remains after the Representative has discharged its duties under this Agreement, the Representative shall pay to each Securityholder an amount equal to such Securityholder’s Percentage of such excess. Any portion of the Representative Holdback disbursed by the Representative to the Securityholders shall be treated for all Tax purposes as an adjustment to the Merger Consideration unless otherwise required by applicable Laws.
Representative Holdback. One Million Dollars ($1,000,0000) (the “Representative Holdback”) shall be paid at Closing pursuant to Section 2.10(a)(iii) to the Representative, and shall be held, used and disbursed by or at the direction of the Representative pursuant to the Representative Agreement, dated as of the date hereof, among the Representative and certain of the Stockholders.
Representative Holdback. The Representative Holdback shall be paid at Closing pursuant to Section 3.2(b)(iv) to an account maintained for the benefit of the Company Holders, and shall be held, used and disbursed by or at the direction of the Stockholders’ Representative in accordance with Section 3.6.
Representative Holdback. The Representative is entitled to pay on behalf of the Sellers, and to the extent paid by the Representative from its own funds, obtain reimbursement from the Sellers for, any fees, costs and expenses incurred by the Representative in the performance of its duties hereunder (whether prior to or after the Closing) from the Representative Holdback Amount and any other funds paid to the Representative pursuant to Section 14.01(e). At any time, the Representative may determine, in its sole discretion, to release all or a portion of the Representative Holdback Amount and any other funds paid to the Representative pursuant to Section 14.01(e) to the Sellers, and such payment shall be made in accordance with Section 1.09.
Representative Holdback. The Representative shall hold the Representative Holdback for the purpose of (a) paying fees and satisfying direct expenses of the Representative incurred in connection with the discharge of its duties under this Agreement, including the costs and expenses incurred by the Representative in defending again any claim or liability in performing its duties on behalf of the Stockholders and (b) paying such amounts as contemplated by Sections 2.13(b), 4.11(a)(i) and 4.11(a)(iii), and, to the extent that the Representative Holdback has been depleted, if then available after satisfaction of all Parent Indemnified Claims, the Representative shall have the right to recover such amounts from the Escrow Amount prior to any distribution to the Stockholders, and prior to any such distribution, shall deliver to the Escrow Agent or Parent, as the case may be, a certificate setting forth the amounts actually incurred. If any of the Representative Holdback remains after the Representative has discharged its duties under this Agreement (the “Representative Holdback Surplus”), the Representative shall pay to each Stockholder an amount of the Representative Holdback Surplus in accordance with Section 2.11(c).
