Expense Fund definition
Examples of Expense Fund in a sentence
Parent shall deposit the aggregate of all such amounts withheld with the Holder Representative to establish an expense fund (the “Holder Expense Fund”) to be governed by Section 9.7. Each Indemnifying Holder shall have the right to receive its Pro Rata Share of any disbursements to be made from the Holder Expense Fund in accordance with the terms of this Agreement.
As soon as practicable following the completion of the Holder Representative’s responsibilities, the Holder Representative will deliver any remaining balance of the Holder Expense Fund to the Paying Agent for further distribution to the Indemnifying Holders.
For tax purposes, the Holder Expense Fund will be treated as having been received and voluntarily set aside by the Indemnifying Holders at the time of Closing.
The Indemnifying Holders will not receive any interest or earnings on the Holder Expense Fund and irrevocably transfer and assign to the Holder Representative any ownership right that they may otherwise have had in any such interest or earnings.
The Holder Representative may, upon receipt of a claim notice or similar that is reasonably likely to give rise to a Representative Loss (as determined in good faith by the Holder Representative), withhold from any distribution of the Holder Expense Fund an amount as may be reasonably expected to cover such Representative Loss until such matter is resolved.