Agent Holdback Amount Sample Clauses

Agent Holdback Amount. Upon the Closing, Parent will wire the Agent Holdback Amount to the Appointed Agent, which will be used for the purposes of paying directly, or reimbursing the Appointed Agent for, any third-party expenses pursuant to this Agreement. The Company Equityholders will not receive any interest or earnings on the Agent Holdback Amount and irrevocably transfer and assign to the Appointed Agent any ownership right that they may otherwise have had in any such interest or earnings. The Appointed Agent will not be liable for any loss of principal of the Agent Holdback Amount other than as a result of its gross negligence or willful misconduct. The Appointed Agent will hold these funds separate from the Appointed Agent’s other funds and will not use these funds for any other purposes. To the extent amounts placed into the Agent Holdback Amount are not used, or in the reasonable judgment of the Appointed Agent are not expected to be used, to pay fees and expenses incurred in connection with the transactions contemplated hereby, including costs associated with any indemnification claims, the Appointed Agent shall pay (i) a portion of such amount to the Payments Administrator, for the benefit of, and distribution to, the Company Equityholders and (ii) a portion of such amount to the Surviving Company, for the benefit of, and distribution to, the Company Optionholders, in accordance with their respective Allocable Portions as set forth in the Consideration Schedule (as may be updated pursuant to Section 3.3(c) or otherwise by the Appointed Agent in accordance with the Governing Documents of Company). The Agent Holdback Amount shall be treated for income tax purposes as received by the Company Equityholders at Closing in accordance with the Consideration Schedule.