Stockholder Representative Expense Amount Sample Clauses
Stockholder Representative Expense Amount. Upon the Closing, Parent shall deliver the Stockholder Representative Expense Amount to the Stockholder Representative in accordance with Section 3.2(a)(vi), which shall be held by the Stockholder Representative in a segregated client account (the “Stockholder Representative Expense Account”) and shall be used for the purposes of paying directly or reimbursing the Stockholder Representative for any third party expenses pursuant to this Agreement. The Stockholders acknowledge that the Stockholder Representative is not providing any investment supervision, recommendations or advice. Stockholder Representative shall have no responsibility or liability for any loss of principal of the Stockholder Representative Expense Account other than as a result of its gross negligence or fraud. As soon as practicable following the 12-month anniversary of the Closing, the Stockholder Representative shall disburse the balance of the Stockholder Representative Expense Account to the Paying Agent for further distribution to the Stockholders in accordance with their respective Common Proportionate Share. For Tax purposes, the Stockholder Representative Expense Amount will be treated as having been received and voluntarily set aside by the Stockholders at the time of the Closing. From and after the Effective Time, neither Parent, the Surviving Corporation, nor any of Parent’s Subsidiaries, Affiliates, or Representatives shall have any liability to the Stockholder Representative or any other Person for any of the Stockholder Representative’s calculations or allocations of amounts under Article II or any Stockholder Representative Expense Amount.
Stockholder Representative Expense Amount. The Stockholder Representative shall retain the Stockholder Representative Expense Amount for the use of (i) paying any amounts payable by the Company Stockholders under this Agreement, the Note or the Earn-Out Agreement and (ii) paying for or reimbursement of the expenses, disbursements and advances incurred by or on behalf of the Stockholder Representative in such capacity. Funds held as the Stockholder Representative Expense Amount need not be invested and shall accrue no interest. To the extend there is enough remaining amount in the Stockholder Representative Expense Amount, the Stockholder Representative will be entitled to full reimbursement for all expenses, disbursements and advances (including service fees and disbursements of its counsel, experts, advisors, consultants, agents or other representatives, including Affiliates of the Stockholder Representative) incurred by or on behalf of the Stockholder Representative in such capacity from the Stockholder Representative Expense Amount in accordance with the terms of this Agreement. In furtherance of the foregoing, notwithstanding anything in this Agreement to the contrary, the Stockholder Representative shall have the power and authority to set aside and retain additional funds paid to or received by it, or direct payment of additional funds to be paid to the Company Stockholders pursuant to this Agreement at the Closing or thereafter (including to establish such reserves as the Stockholder Representative determines in good faith to be appropriate for such costs and expenses that are not then known or determinable). To the extent that the amount included in the Stockholder Representative Expense Amount exceeds such payments, expenses, disbursements or advances, the Stockholder Representative will, at such time as it deems reasonable in its sole discretion, pay such excess to the Company Stockholders in accordance with their respective Pro Rata Percentages.