Holder Representative Expenses definition

Holder Representative Expenses has the meaning specified in Section 3.5.
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Holder Representative Expenses means the aggregate amount of the fees and expenses incurred, or that may in the future be incurred, by the Joint Holder Representatives on behalf of the Company (prior to the Closing) and the holders of the Company Units in connection with the preparation, negotiation and execution of this Agreement or the consummation of the transactions contemplated hereby or otherwise in their capacity as the Joint Holder Representatives.
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Holder Representative Expenses. Section 11.3
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Examples of Holder Representative Expenses 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 Expenses.

  • After a desktop selection process we obtain written references and then carry out face-to- face interviews in order to ensure that all our volunteers meet our stringent criteria for attending camp.

  • Such Holder Representative Expenses may be recovered first, from the Holder Representative Expense Fund, second, from any distribution of the Escrow Fund otherwise distributable to the Holders at the time of distribution, and third, directly from the Holders.

  • In the event that the Joint Holder Representatives determine, in their sole and absolute discretion, that the Holder Representative Fund paid to the Joint Holder Representatives pursuant to Section 2.5 exceeds the Holder Representative Expenses, the Joint Holder Representatives shall pay such excess amount (the “Holder Representative Excess Amount”) to the Sellers in accordance with their Applicable Percentages.

  • If any Unit or Option is settled in cash or is forfeited without a distribution of Shares, the Shares otherwise subject to such Unit or Option shall again be available for Grants hereunder.

  • On the Closing Date, Buyer shall pay to the Holder Representative, or to such other Persons (and in such amounts) as may be designated by the Holder Representative, by wire transfer to an account or accounts designated by the Holder Representative in writing at least one (1) Business Day prior to the Closing Date, immediately available funds in the amount of such estimated Holder Representative Expenses.

  • On the Closing Date, Buyer shall pay to the Holder Representative and/or to such other persons (and in such amounts) as may be designated by the Holder Representative, by wire transfer to an account or accounts designated by the Holder Representative in writing at least two (2) Business Days prior to the Closing Date, immediately available funds in the amount of such estimated Holder Representative Expenses.

  • On the Closing Date, Buyer shall pay to the Holder Representative or to such other persons (and in such amounts) as may be designated by the Holder Representative, by wire transfer to an account or accounts designated by the Holder Representative in writing at least two (2) Business Days prior to the Closing Date, immediately available funds in the amount of such Holder Representative Expenses.

  • On the Closing Date, Buyer shall pay to the Holder Representative, or to such other Persons (and in suchamounts) as may be designated by the Holder Representative, by wire transfer to an account or accounts designated by the Holder Representative in writing at least one (1) Business Day prior to the Closing Date, immediately available funds in the amount of such estimated Holder Representative Expenses.

  • The Unitholders shall indemnify, defend and hold harmless the Holder Representative Group from and against any and all Holder Representative Expenses arising out of actions taken or omitted to be taken in its capacity as the Holder Representative (except for those arising out of the Holder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims.


More Definitions of Holder Representative Expenses

Holder Representative Expenses is defined in Section 7.6(d).
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Related to Holder Representative Expenses

  • Holder Representative has the meaning specified in Section 11.1.

  • 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 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.

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

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

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

  • 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.

  • Administrative Expense means any of the following:

  • 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.

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

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

  • Member Representative means an individual who can make OHP-related decisions for a member who is not able to make such decisions themselves.

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

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

  • Non-Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(c).

  • Claim Expenses means reasonable documented attorneys’ fees and all other reasonable documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim, including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party as contemplated in Section 7.5.

  • Seller Representative means Xxxxx Bank.

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Class Counsel Litigation Expenses Payment mean the amounts allocated to Class Counsel for reimbursement of reasonable attorneys’ fees and expenses, respectively, incurred to prosecute the Action.

  • Company Expenses has the meaning set forth in Section 11.3(a)(v).

  • Excluded Expenses means an amount a claimant pays for insurance offered under a health benefit plan for a taxable year if:

  • 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.

  • Non-Lead Note Holder Representative shall have the meaning assigned to such term in Section 6(c).

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

  • Seller Expenses means, without duplication, the collective amount payable by the Company or its Subsidiaries, the Seller or their respective Affiliates for all fees, costs and expenses incurred in connection with the process of selling the Company and its Subsidiaries or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreements contemplated hereby or the performance or consummation of the transactions contemplated hereby or thereby (and any other agreements, documents, arrangements or transactions that were considered or negotiated as an alternative to this Agreement and the transactions contemplated hereby), including (i) all fees, costs and expenses incurred by the Company or any of its Subsidiaries in connection with or incident to this Agreement and the transactions contemplated hereby, including any such legal, consulting, accounting and investment banking fees, costs and expenses, (ii) all stay bonuses, sale bonuses, change in control payments, retention payments, synthetic equity payments, or similar payments made or to be made by the Company or any of its Subsidiaries (together with any employer portion of employment taxes payable in connection with such amounts) payable to any employees or other Person in connection with or as a result of the consummation of the transactions contemplated herein, provided that any such payments arising as a result of any termination of employment shall only be included to the extent that such employee is terminated by the Company or its Subsidiaries prior to the Closing Date (and not at the direction of the Purchaser), (iii) any fees paid under any applicable management agreement, (iv) all premiums and other payments necessary to purchase the “tail” policy for D&O insurance pursuant to Section 6.03, and (v) all costs and expenses related to the Medicina Litigation, including the Settlement Sum (as defined in the Settlement Agreement) payable pursuant to the Settlement Agreement and all costs and expenses incurred to withdraw or dismiss the Medicina Litigation.

  • Non-Lead Securitization Note Holder Representative means the “Directing Certificateholder” or equivalent Person under the Non-Lead Securitization Servicing Agreement.