Expense Amount. Notwithstanding anything to the contrary in this Agreement, Purchaser shall withhold from each Selling Securityholder’s applicable portion of the Cash Consideration payable to such Selling Securityholder pursuant to Section 1.5(a) or 1.5(b), as applicable, such Selling Securityholder’s Pro Rata Share of the Expense Amount. As soon as reasonably practicable after the Closing Date, Purchaser shall cause to be deposited with Equityholders’ Representative the Expense Amount (the aggregate amount of cash so held by the Equityholders’ Representative from time to time, the “Expense Fund”), which Expense Fund shall be held by the Equityholders’ Representative and used solely for the payment of expenses incurred by it in performing its duties in accordance with Section 9.7. At the Closing, each such Selling Securityholder shall be deemed to have contributed to the Expense Fund such Selling Securityholder’s Pro Rata Share of the Expense Fund. For applicable Tax purposes, each Selling Securityholder shall be treated as having received at the Closing his, her or its Pro Rata Share of the Expense Fund. The Selling Securityholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Equityholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Equityholders’ Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Equityholders’ Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Equityholders’ Representative’s responsibilities, the Equityholders’ Representative will deliver any remaining balance of the Expense Fund to the Exchange Agent for further distribution to the Selling Securityholders.
Expense Amount. (a) If, but only if, the Agreement is terminated:
Expense Amount. At the time User submits the above-referenced -------------- list of [ * ] potential Tower Sites, User shall submit to BellSouth a fee of [ * ] Dollars [ * ] to be used in accordance with this paragraph (the "Expense Amount"). The Expense Amount shall be used by BellSouth to reimburse BellSouth for all fees of GlobalComm, Arcadis, or other agents or consultants of BellSouth used in the preparation and processing of Tower Sites. BellSouth shall reasonably document amounts of the Expense Amount used by BellSouth for such reimbursement. In the event that the Expense Amount is depleted such that it is less than [ * ] Dollars [ * ], the User shall replenish the Expense Amount by not less than [ * ] Dollars [ * ]. In the event that following User's commencement or declining of the [ * ] Towers referenced above, there are funds remaining in the Expense Amount held by BellSouth, the excess amount shall be applied to the next-due rents under Sites leased by User, in a manner determined by BellSouth.
Expense Amount. The Expense Amount will be used by the Sellers Rep for any expenses incurred by the Sellers Rep in its capacity as the Sellers Rep. The Securityholders will not receive any interest or earnings on the Expense Amount and irrevocably transfer and assign to the Sellers Rep any ownership right that they may otherwise have had in any such interest or earnings. The Sellers Rep will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Sellers Rep’s responsibilities, the Sellers Rep will deliver any remaining balance of the Expense Amount to the Paying Agent for further distribution to the Securityholders. For tax purposes, the Expense Amount will be treated as having been received and voluntarily set aside by the Securityholders at the time of Closing.
Expense Amount. As of immediately prior to the First Effective Time, the Company shall have deposited into an account designated by the Stockholder Representative (the “Stockholder Representative Expense Fund”) an amount equal to the Closing Net Cash (if such amount is a positive number) (such amount, the “Stockholder Representative Expense Amount”). The Stockholder Representative Expense Amount may be used at any time by the Stockholder Representative to fund or reimburse any expenses incurred by it in the performance of its duties and obligations hereunder and under the Escrow Agreement. The Stockholder Representative Expense Amount will be held by the Stockholder Representative for so long as the Stockholder Representative determines is reasonably necessary for it to fulfill its obligations and duties under this Agreement; provided, that following the completion of all such obligations and duties and the satisfaction of all expense reimbursements to which the Stockholder Representative is entitled in connection therewith, the Stockholder Representative shall distribute the remaining amount of the Stockholder Representative Expense Amount to the Securityholders in accordance with the Closing Spreadsheet.
Expense Amount. Notwithstanding anything herein to the contrary, at the Closing Buyer shall deliver into an account designated by the Stockholder’s Representative (the “Stockholders’ Representative Expense Fund”) an amount in cash equal to $205,000 (the “Expense Amount”). The Stockholders’ Representative Expense Fund shall be held, and may be used at any time, by the Stockholders’ Representative to fund any expenses incurred by it in the performance of its duties and obligations hereunder, including but not limited to, those duties and obligations listed in Section 11.2. The Stockholders’ Representative Expense Fund will be held by the Stockholders’ Representative until the date on which no Escrow Shares or Escrow Cash remain in the Escrow Funds. Any portion of the Stockholders’ Representative Expense Fund remaining after such date shall be paid by the Stockholders’ Representative to each Stockholder based on such Stockholder’s Pro Rata Portion. All of the obligations to administer and maintain the Stockholders’ Representative Expense Fund (and the amounts held in the Stockholders’ Representative Expense Fund), and to distribute amounts out of the Stockholders’ Representative Expense Fund, shall be borne exclusively by Stockholders’ Representative out of the Stockholders’ Representative Expense Fund. None of Buyer, MergerCo or the Company shall have any obligation or liability of any nature whatsoever with respect to the administration and maintenance of the Stockholders’ Representative Expense Fund or the distribution of any amounts out of the Stockholders’ Representative Expense Fund.
Expense Amount. 45 FERC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Expense Amount. If this Agreement is validly terminated and the Company Termination Fee is payable by the Company to Parent in accordance with the terms hereof, then in addition to the Company Termination Fee, the Company shall also pay, or cause to be paid to Parent, an amount (the “Expense Amount”) equal to the sum of all documented and reasonable out-of-pocket expenses paid or payable by Parent or Merger Sub in connection with this Agreement and the transactions contemplated hereby, which Expense Amount shall not exceed $1,500,000, by wire transfer of immediately available funds to an account or accounts designated in writing by Parent within five Business Days after the date of such termination.
Expense Amount. 55 Financing:....................................................................32
Expense Amount. The Stockholder Representative will be entitled to full reimbursement for all expenses, disbursements and advances (including service fees and disbursements of its counsel, experts, advisors, consultants, agents or other Representatives including Affiliates of the Stockholder Representative) incurred by or on behalf of the Stockholder Representative in such capacity from the Stockholder Representative Expense Amount in accordance with the terms of this Agreement. Funds held as the Stockholder Representative Expense Amount need not be invested and shall accrue no interest. In furtherance of the foregoing, notwithstanding anything in this Agreement to the contrary, the Stockholder Representative shall have the power and authority to set aside and retain additional funds paid to or received by it, or direct payment of additional funds to (including to establish such reserves as the Stockholder Representative determines in good faith to be appropriate for such costs and expenses that are not then known or determinable). To the extent that the amount included in the Stockholder Representative Expense Amount exceeds such expenses, disbursements or advances, the Stockholder Representative will, at such time as it deems reasonable in its sole discretion, pay such excess to the Stockholders, In-the-Money Option Holders, Phantom Equity Participants and Change of Control Bonus Recipients in the percentages set forth under the caption “Percent of Proceeds from Escrow Account and Stockholder Representative Expense Release” on the Closing Date Payments Exhibit.
