Holder Representative Expense Amount definition

Holder Representative Expense Amount means the amount to be paid to the Holder Representative and used for payment of expenses incurred in its capacity as the Holder Representative, which amount shall be set forth in the Pre-Closing Statement.
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Holder Representative Expense Amount means $250,000 in cash (together with any interest and other income earned thereon).
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Holder Representative Expense Amount shall have the meaning set forth in Section 2.7.4(c) hereof.
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Examples of Holder Representative Expense Amount in a sentence

  • Whether or not paid on or prior to the Closing Date, no amount shall be included on the Closing Balance Sheet with respect to liabilities for the Holder Representative Expense Amount.

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  • The Holders will not receive any interest or earnings on the Holder Representative Expense Amount and irrevocably transfer and assign to the Holder Representative any ownership right that they may otherwise have had in any such interest or earnings.

  • Notwithstanding the foregoing, (A) there can be no assurances that any of the Holder Representative Expense Amount will be paid or disbursed to the Pre-Closing Holders and (B) no Pre-Closing Holder not be entitled to receive any interest on the Holder Representative Expense Amount.

  • The Holder Representative will hold the Holder Representative Expense Amount funds separate from its corporate funds, will not use the Holder Representative Expense Amount funds for its operating expenses or any other corporate purposes and will not voluntarily make the Holder Representative Expense Amount funds available to its creditors in the event of bankruptcy.

  • The Holder Representative will not be liable for any loss of principal of the Holder Representative Expense Amount other than as a result of its gross negligence or willful misconduct.

  • The Holder Representative Expense Amount will be used: (i) for the purposes of paying directly, or reimbursing the Holder Representative for, any Representative Losses or (ii) as otherwise directed by the Advisory Group.

  • Subject to Advisory Group approval, the Holder Representative may contribute funds to the Holder Representative Expense Amount from any consideration otherwise distributable to the Holders.

  • In no event will either of the Holder Representatives be required (absent its specific agreement to do so, in its sole discretion), to the extent such costs are not covered by the Panavision Holder Representative Expense Amount or the SIM Holder Representative Expense Amount, as applicable, to incur costs, expenses or fees or advance its own funds on behalf of the applicable Pre-Closing Company Holders, or in any other manner in connection with the performance of its duties as a Holder Representative.

  • The “Closing Payment” shall be equal to the Unadjusted Merger Consideration, minus the Estimated Working Capital Deficit (if any), plus the Estimated Working Capital Excess (if any), minus the Indemnity Escrow Amount, minus the Adjustment Escrow Amount, minus the Holder Representative Expense Amount, minus the Estimated Closing Date Indebtedness, minus the Estimated Company Transaction Expenses.

Related to Holder Representative Expense Amount

  • Expense Amount As defined in Section 11.01(b) hereof.

  • Holder Representative has the meaning specified in Section 11.1.

  • Administrative Expense Cap An amount equal on any Payment Date (when taken together with any Administrative Expenses paid during the period since the preceding Payment Date or in the case of the first Payment Date, the period since the Closing Date), to the sum of (a) 0.025% per annum (prorated for the related Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed) of the Fee Basis Amount on the related Determination Date and (b) U.S.$250,000 per annum (prorated for the related Interest Accrual Period on the basis of a 360-day year consisting of twelve (12) 30-day months); provided that (1) in respect of any Payment Date after the third Payment Date following the Closing Date, if the aggregate amount of Administrative Expenses paid pursuant to Section 11.1(a)(i)(A), Section 11.1(a)(ii)(A) and Section 11.1(a)(iii)(A) (including any excess applied in accordance with this proviso) on the three immediately preceding Payment Dates and during the related Collection Periods is less than the stated Administrative Expense Cap (without regard to any excess applied in accordance with this proviso) in the aggregate for such three preceding Payment Dates, then the excess may be applied to the Administrative Expense Cap with respect to the then-current Payment Date; and (2) in respect of the third Payment Date following the Closing Date, such excess amount shall be calculated based on the Payment Dates preceding such Payment Date.

  • Holdback Amount has the meaning set forth in Section 2.1(c).

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Stockholder Representative has the meaning set forth in the preamble.

  • Tax Distribution Amount means, with respect to a Member’s Units, whichever of the following applies with respect to the applicable Tax Distribution, in each case in amount not less than zero:

  • Holders’ Representative means the representative of the Holders named in the preamble, until a successor Holders’ Representative shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Holders’ Representative” shall mean such successor Holders’ Representative.

  • Note Holder Representative means a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Controlling Noteholder Representative shall have the meaning assigned to such term in Section 6(a).

  • Indemnity Escrow Amount means $3,000,000.

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Companion Loan Holder Representative With respect to each Serviced Companion Loan, any representative appointed by the related Companion Loan Holder.

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Administrative Expense means any of the following:

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Shareholder Representative has the meaning set forth in the preamble.

  • Expense Fund has the meaning set forth in Section 9.14(f).

  • Administrative Expenses means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) those administrative costs and expenses of the General Partner, including any salaries or other payments to directors, officers or employees of the General Partner, and any accounting and legal expenses of the General Partner, which expenses, the Partners have agreed, are expenses of the Partnership and not the General Partner, and (iii) to the extent not included in clause (ii) above, REIT Expenses; provided, however, that Administrative Expenses shall not include any administrative costs and expenses incurred by the General Partner that are attributable to Properties or partnership interests in a Subsidiary Partnership that are owned by the General Partner directly.

  • Administrative Expense Claim means any right to payment constituting a cost or expense of administration of the Chapter 11 Cases under sections 503(b) and 507(a)(2) of the Bankruptcy Code including, without limitation, (a) any actual and necessary costs and expenses of preserving the Estates, (b) all compensation and reimbursement of expenses to the extent Allowed by the Bankruptcy Court under section 330 or 503 of the Bankruptcy Code, (c) any fees or charges assessed against the Estates under section 1930 of chapter 123 of Title 28 of the United States Code, (d) all Claims arising under section 503(b)(9) of the Bankruptcy Code, and (e) the Prepetition Lenders Adequate Protection Claims.

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Non-Lead Securitization Noteholder Representative shall have the meaning assigned to such term in the definition of “Non-Lead Securitization Noteholder”.