Expense Holdback Amount definition

Expense Holdback Amount means $5,000,000.

Expense Holdback Amount means the amount specified by the Stockholders’ Representatives to Parent at least three (3) Business Days prior to the Closing Date, which such amount shall be held by the Stockholders’ Representatives to satisfy any expenses incurred by the Stockholders’ Representatives in connection with the settlement of the Purchase Price Adjustment in accordance with Section 2.9 or in otherwise fulfilling its obligations hereunder.

Expense Holdback Amount means an amount equal to $250,000 to be delivered to the Shareholders’ Representative at the Closing pursuant to Section 2.5(e) for the purpose of satisfying the expenses to be incurred by the Shareholders’ Representative in connection with (a) the settlement of the Adjustment Amount in accordance with Section 2.7, (b) the defense or settlement of any indemnification claims in accordance with Section 6.15 or Article IX and (c) the performance of any other duties or obligations of the Shareholders’ Representative under this Agreement and the Ancillary Agreements.

Examples of Expense Holdback Amount in a sentence

• As soon as practicable following the completion of all procedures described under Section 2.14, Section 12.01 and the Escrow Agreement, the Member Representative shall deliver the balance of the Expense Holdback Amount (if any) to the Holdings Pre-Closing Members (in proportion to the amount the Closing Merger Consideration payable to such Holdings Pre-Closing Member pursuant to Section 2.02(c) was reduced by such Expense Holdback Amount).

• In furtherance of the foregoing, Parent shall deposit the Expense Holdback Amount with the Member Representative in accordance with Section 2.10(d)(v) in order for the Member Representative to pay any such fees and expenses.

• The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.14(b) shall be borne by the Members (payable first out of the Expense Holdback Amount), on the one hand, and Parent, on the other hand, in proportion to the final allocation made by such Accounting Firm of the disputed items weighted in relation to the claims made by the Member Representative and Parent, such that the prevailing party pays the lesser proportion of such fees, costs and expenses.

• The Sellers acknowledge and agree that the aggregate amount payable to each Seller at Closing shall be reduced by such Seller’s Pro Rata Percentage of the Seller Expense Holdback Amount and that the Holdback Agent shall not have the authority to distribute any portion thereof except at the direction of the Seller Representative in accordance with Section 9.12(e).

• The parties agree that the Stockholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Stockholder Representative Expense Holdback Amount.

More Definitions of Expense Holdback Amount

Expense Holdback Amount means an amount determined by resolution of the Board prior to delivery of the Closing Estimate Statement to be delivered to the Shareholders’ Representative at Closing to satisfy any expenses incurred by the Shareholders’ Representative in connection with (a) the settlement of the Adjustment Amount in accordance with Section 2.6, (b) the defense or settlement of any indemnification claims in accordance Article IX and (c) the performance of any other duties or obligations of the Shareholders’ Representative under this Agreement.

Expense Holdback Amount means $3,000,000 (or a lesser amount determined by Representative by written notice to Parent prior to Closing) to be held by Representative to satisfy any fees, costs or expenses incurred by Representative in its capacity as such.

Expense Holdback Amount means $2,500,000 to be held by Representative to satisfy any fees, costs or expenses incurred by Representative in connection with the transactions contemplated hereby and by the Ancillary Documents, including with respect to any dispute over the purchase price adjustment pursuant to Section 2.5 or fulfilling its obligations hereunder.

Expense Holdback Amount means [***].

Expense Holdback Amount means an amount equal to $3,500,000 to be held by the Stockholders’ Representative to satisfy any expenses incurred by the Stockholders’ Representative in connection with the transactions contemplated hereby, including the settlement of any purchase price adjustment in accordance with Section 2.5, or in otherwise fulfilling its obligations hereunder.

Expense Holdback Amount means $1,000,000. Annex A-12

Expense Holdback Amount means an amount equal to $250,000 to be held by the Sellers’ Representative to satisfy any expenses incurred, or other amounts payable, by the Sellers’ Representative on behalf of the Sellers, in connection with the transactions contemplated hereby (including the settlement of the Purchase Price Adjustment in accordance with Section 2.7 or in otherwise fulfilling its obligations hereunder).