Common use of Expense Fund Clause in Contracts

Expense Fund. The Expense Fund Amount shall be held by the Securityholders’ Agent as agent and for the benefit of the Effective Time Holders in a client account and shall be used (i) for the purposes of paying directly or reimbursing the Securityholders’ Agent for any Representative Losses incurred pursuant to this Agreement or any Securityholders’ Agent letter agreement, (ii) paying any amount due from the Effective Time Holders pursuant to Section 1.13(e)(i), or (iii) as otherwise determined by the Advisory Group (the “Expense Fund”). The Securityholders’ Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and has no tax reporting or income distribution obligations. The Effective Time Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholders’ Agent any ownership right they may otherwise have had in any such interest or earnings. The Securityholders’ Agent will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of a bankruptcy. As soon as reasonably determined by the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, and in any event not later than the date on which all funds are released from the Indemnification Escrow Fund, the Securityholders’ Agent shall distribute the then remaining amount of the Expense Fund, if any, to the Payment Agent for further distribution to the Effective Time Holders and shall include instructions to the Payment Agent indicating the specific amounts to be distributed to each Effective Time Holder based on their respective Pro Rata Shares.

Expense Fund. The Expense Fund Amount shall be held by the Securityholders’ Agent as agent and for the benefit of the Effective Time Holders in a client account and shall will be used (i) for the purposes of paying directly or reimbursing the Securityholders’ Agent for any Representative Losses incurred pursuant to this Agreement, the Payments Agreement or any the Securityholders’ Agent letter agreement, Engagement Agreement; or (ii) paying any amount due from the Effective Time Holders pursuant to Section 1.13(e)(i), or (iii) as otherwise determined by the Advisory Group (Group. The Indemnitors will not receive any interest or earnings on the “Expense Fund”)Fund and irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may otherwise have had in any such interest or earnings. The Securityholders’ Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and has no tax reporting or income distribution obligations. The Effective Time Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign Subject to Advisory Group approval, the Securityholders’ Agent may contribute funds to the Expense Fund from any ownership right they may consideration otherwise have had in any such interest or earningsdistributable to the Indemnitors. The Securityholders’ Agent 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 a bankruptcy. As soon as reasonably determined by the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, and in any event not later than the date on which all funds are released from the Indemnification Escrow Fund, the Securityholders’ Agent shall will distribute the then any amounts remaining amount of in the Expense Fund, if any, Fund to the Payment Agent Administrator for further distribution to the Effective Time Holders and shall include instructions to the Payment Agent indicating the specific amounts to be distributed to each Effective Time Holder based on their respective Indemnitors in accordance with such Indemnitor’s Pro Rata SharesShare thereof. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Indemnitors at the time of Closing.

Expense Fund. The In furtherance of the foregoing, each Effective Time Holder hereby authorizes Parent to withhold, or cause to be withheld, an aggregate amount equal to $300,000 (the “Expense Fund Amount shall be held Amount”) from the amounts otherwise payable by the Securityholders’ Agent as agent and for the benefit of the Effective Time Holders in a client account and shall be used (i) for the purposes of paying directly or reimbursing the Securityholders’ Agent for any Representative Losses incurred pursuant Parent to this Agreement or any Securityholders’ Agent letter agreement, (ii) paying any amount due from the Effective Time Holders pursuant to Section 1.13(e)(i)1.5(b) or 1.6, or with each Effective Time Holder contributing an amount equal to such Effective Time Holder’s Pro Rata Share of the Expense Fund Amount. Promptly following the Effective Time, Parent shall cause the Payment Agent to deliver to the Securityholders’ Agent an amount in cash equal to the Expense Fund Amount (iii) such funds being referred to as otherwise determined by the Advisory Group (the “Expense Fund”), provided that the Payment Agent shall have first received an IRS Form W-9 duly executed by the Securityholders’ Agent as the Payment Agent may reasonably request to comply with applicable Legal Requirements, in each case, in form and substance reasonably satisfactory to the Payment Agent. The Expense Fund will be used for the purposes of paying directly, or reimbursing the Securityholders’ Agent for, any fees and expenses incurred in the performance of its duties pursuant to this Agreement. The Effective Time Holders will not receive any interest or earnings on the Expense Fund and hereby irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may otherwise have had in any such interest or earnings. The Securityholders’ Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence negligence, bad faith or willful misconduct. The Effective Time Holders agree that the Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund Fund, and has no tax reporting or income distribution obligations. The obligations with respect to any Effective Time Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholders’ Agent any ownership right they may otherwise have had in any such interest or earningsHolder. The Securityholders’ Agent will hold these funds the Expense Fund separate from its own corporate funds funds, will not use the Expense Fund for its operating expenses or any other corporate purposes and will not voluntarily make these funds the Expense Fund available to its creditors in the event of a bankruptcy. As soon as reasonably determined by practicable following the completion of the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, and in any event not later than the date on which all funds are released from the Indemnification Escrow FundAgent’s responsibilities, the Securityholders’ Agent shall distribute the then will deliver any remaining amount balance of the Expense Fund, if any, Fund to the Payment Agent for further distribution to the Effective Time Holders in accordance with their Pro Rata Shares; provided that prior to such distribution, the Securityholders’ Agent shall prepare and shall include instructions deliver to Parent a spreadsheet allocating the Payment Agent indicating the specific amounts amount to be distributed released from the Expense Fund among the Effective Time Holders, and each distribution to each be made from the Expense Fund to a particular Effective Time Holder based on their respective Pro Rata Sharesshall be effected in accordance with the payment delivery instructions set forth in such Effective Time Holder’s Letter of Transmittal or such other payment instructions provided in writing to Parent. The Effective Time Holders agree that the Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Effective Time Holders at the time of the Closing.

Expense Fund. The Expense Fund Amount shall be held by the Securityholders’ Agent as agent and for the benefit of the Effective Time Holders in a client account and shall will be used (ia) for the purposes of paying directly directly, or reimbursing the Securityholders’ Agent for for, any Representative Losses incurred third party expenses pursuant to this Agreement or any Securityholders’ Agent letter agreement, (ii) paying any amount due from and the Effective Time Holders pursuant to Section 1.13(e)(i), Transaction Agreements or (iiib) as otherwise determined directed by the Advisory Group (the “Expense Fund”)Group. The Securityholders’ Equityholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to Agent any ownership right that they may otherwise have had in any such interest or earnings. Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability 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 Securityholders’ Agent will hold these funds separate from its corporate funds, will not use these funds for its operating expenses and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of Agent’s responsibilities, Agent shall disburse any remaining balance of the Expense Fund to the Paying Agent for further distribution to the Stockholders and Warrantholders the amount payable to the Stockholders and Warrantholders by means of a wire transfer of immediately available funds and pay to the Company’s payroll provider the amount of the Expense Fund payable to holders of Vested Options directly and instruct such payroll provider to deliver such payments to the holders of Vested Option in the next regularly scheduled payroll of the Surviving Corporation, each in accordance with such Equityholder’s Percentage as set forth on the Payment Schedule. For tax purposes, the Expense Fund shall be treated as having been received and voluntarily set aside by the Equityholders at the time of Closing. Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and has no is not responsible for any tax reporting or income distribution obligationswithholding with respect thereto. The Effective Time Holders will not receive any interest or earnings on Subject to Advisory Group approval, Agent may contribute funds to the Expense Fund and irrevocably transfer and assign from any consideration otherwise distributable to the Securityholders’ Agent any ownership right they may otherwise have had in any such interest or earnings. The Securityholders’ Agent will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of a bankruptcy. As soon as reasonably determined by the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, and in any event not later than the date on which all funds are released from the Indemnification Escrow Fund, the Securityholders’ Agent shall distribute the then remaining amount of the Expense Fund, if any, to the Payment Agent for further distribution to the Effective Time Holders and shall include instructions to the Payment Agent indicating the specific amounts to be distributed to each Effective Time Holder based on their respective Pro Rata SharesEquityholders.

Expense Fund. In accordance with ‎Section 2.7(c) on the Closing Date, Company shall wire cash to the account of the Equityholder Representative in the amount of [$100,000] (the “Expense Fund Amount”). The Expense Fund Amount shall be held by the Securityholders’ Agent Equityholder Representative as agent and for the benefit of the Effective Time Holders Equityholders in a segregated client account and shall be used (i) for the purposes of paying directly or reimbursing the Securityholders’ Agent Equityholder Representative for any expenses or Damages of the Equityholder Representative Losses incurred pursuant to this Agreement, the Escrow and Paying Agent Agreement or any Securityholders’ Agent letter agreement, (ii) paying any amount due from the Effective Time Holders pursuant to Section 1.13(e)(i), or (iii) as otherwise determined by the Advisory Group Equityholder Representative Engagement Agreement (the “Expense Fund”). The Securityholders’ Agent Equityholder Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence fraud or willful misconduct. The Securityholders’ Agent Equityholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund Fund, and has no tax reporting or income distribution obligationsobligations hereunder. The Effective Time Holders Equityholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholders’ Agent any ownership right they may otherwise have had in Equityholder Representative any such interest or earningsinterest. The Securityholders’ Agent will hold these Equityholder Representative may contribute funds separate to the Expense Fund from its corporate funds and will not voluntarily make these funds available any consideration otherwise distributable to its creditors in the event of a bankruptcyEquityholders. As soon as reasonably determined by the Securityholders’ Agent Equityholder Representative that the Expense Fund is no longer required to be withheld, and in any event not later than the date on which all funds are released from the Indemnification Indemnity Escrow FundAccount, the Securityholders’ Agent Equityholder Representative shall distribute the then remaining amount of the Expense Fund, if any, to the Payment Paying Agent and the Surviving Corporation, as applicable, for further distribution to the Effective Time Holders and shall include instructions to the Payment Agent indicating the specific amounts to be distributed to each Effective Time Holder Equityholders based on their respective Indemnifying Pro Rata SharesShares in accordance with the same procedure set forth in ‎Section 2.4 for the payment to the Equityholders of amounts remaining in the Indemnity Escrow Account.

Expense Fund. The Expense Fund Amount shall be held by the Securityholders’ Agent as agent and for the benefit of the Effective Time Holders in a client account and shall be used (i) for the purposes of paying directly or reimbursing the Securityholders’ Agent for any Representative Losses incurred pursuant to this Agreement Agreement, the Escrow Agreement, or any the Securityholders’ Agent letter agreement, (ii) paying any amount due from the Effective Time Holders pursuant to Section 1.13(e)(i)Engagement Agreement, or (iiiii) as otherwise determined by the Advisory Group (the “Expense Fund”). The Securityholders’ Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and has no tax reporting or income distribution obligations. The Effective Time Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholders’ Agent any ownership right they may otherwise have had in any such interest or earnings. The Securityholders’ Agent will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of a bankruptcy. As soon as reasonably determined by the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, and in any event not later than the date on which all funds are released from the Indemnification Escrow Fund, the Securityholders’ Agent shall distribute the then remaining amount of the Expense Fund, if any, to the Payment Agent for further distribution to the Effective Time Holders and shall include instructions to the Payment Agent indicating the specific amounts to be distributed to each Effective Time Holder based on their respective Pro Rata Shares.

Expense Fund. The Expense Fund Amount shall be held by the Securityholders’ Agent as agent and for the benefit of the Effective Time Holders in a client account and shall be used (i) for the purposes of paying directly directly, or reimbursing the Securityholders’ Agent for for, any Representative Losses expenses incurred by the Securityholders’ Agent pursuant to this Agreement and any other agreement, document or instrument referred to in or contemplated by this Agreement and any transaction contemplated under this Agreement or any Securityholders’ Agent letter such other agreement, (ii) paying any amount due from the Effective Time Holders pursuant to Section 1.13(e)(i)document or instrument, or (iiiii) as otherwise determined by the Advisory Group (Group. The Securityholders’ Agent will hold these funds separate from its other funds, will not use these funds for its operating expenses or any other purposes and will not voluntarily make these funds available to its creditors in the “Expense Fund”)event of bankruptcy. The Securityholders’ Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund Fund, and has no tax reporting or income distribution obligations. The Effective Time Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholders’ Agent any ownership right they may otherwise have had in any such interest or earningsinterest. The Subject to prior written consent by the Advisory Group, the Securityholders’ Agent will hold these may, as reasonably necessary, contribute funds separate to the Expense Fund from its corporate funds and will not voluntarily make these funds available any Further Distributions otherwise distributable to its creditors in the event of a bankruptcyEffective Time Holders. As soon as reasonably determined by practicable following the completion of the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, and in any event not later than the date on which all funds are released from the Indemnification Escrow FundAgent’s responsibilities, the Securityholders’ Agent shall distribute disburse the then remaining amount balance of the Expense Fund, if any, to the Payment Agent for further distribution Fund to the Effective Time Holders and shall include instructions in proportion to the Payment Agent indicating the specific amounts to be distributed to each Effective Time Holder based on their respective Pro Rata SharesShare in such manner as the Securityholders’ Agent determines reasonably appropriate, including, if the Securityholders’ Agent elects, through a paying agent for further distribution.