Common use of Expense Fund Clause in Contracts

Expense Fund. The Expense Fund 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 the Securityholders’ Agent Engagement Agreement; or (ii) as otherwise determined by the Advisory Group. The Indemnitors will not receive any interest or earnings on the Expense 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. Subject to Advisory Group approval, the Securityholders’ Agent may contribute funds to the Expense Fund from any consideration otherwise distributable 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 bankruptcy. As soon as reasonably determined by the Securityholders’ Agent that the Expense Fund is no longer required to be withheld, the Securityholders’ Agent will distribute any amounts remaining in the Expense Fund to the Payment Administrator for further distribution to the Indemnitors in accordance with such Indemnitor’s Pro Rata Share 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 Expense Fund will 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, the Payments Agreement or the any Securityholders’ Agent Engagement Agreement; letter agreement, (ii) paying any amount due from the Effective Time Holders pursuant to Section 1.13(e)(i), or (iiiii) as otherwise determined by the Advisory Group. The Indemnitors will not receive any interest or earnings on Group (the “Expense Fund and irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may otherwise have had in any such interest or earningsFund”). 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. Subject The Effective Time Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to Advisory Group approval, the Securityholders’ Agent any ownership right they may contribute funds to the Expense Fund from otherwise have had in any consideration otherwise distributable to the Indemnitorssuch interest or earnings. 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 will shall distribute any amounts the then remaining in amount of the Expense Fund Fund, if any, to the Payment Administrator Agent for further distribution to the Indemnitors in accordance with such Indemnitor’s 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 Share 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 ClosingShares.

Expense Fund. The Expense Fund will shall be used (i) for the purposes of paying directly directly, or reimbursing the Securityholders’ Agent for for, any Representative Losses expenses incurred pursuant to this Agreement, the Payments Agreement or by the Securityholders’ Agent Engagement Agreement; 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 such other agreement, document or instrument, or (ii) as otherwise determined by the Advisory Group. The Indemnitors will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholders’ Agent will hold these funds separate from its other funds, will not use these funds for its operating expenses or any ownership right that they may otherwise have had other purposes and will not voluntarily make these funds available to its creditors in any such interest or earningsthe 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 on the Expense Fund and assign to the Securityholders’ Agent any such interest. Subject to prior written consent by the Advisory Group approvalGroup, the Securityholders’ Agent may may, as reasonably necessary, contribute funds to the Expense Fund from any consideration Further Distributions otherwise distributable 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 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 withheldAgent’s responsibilities, the Securityholders’ Agent will distribute any amounts remaining in shall disburse the balance of the Expense Fund to the Payment Administrator for further distribution Effective Time Holders in proportion to the Indemnitors in accordance with such Indemnitor’s their respective Pro Rata Share thereof. For tax purposesin such manner as the Securityholders’ Agent determines reasonably appropriate, including, if the Expense Fund will be treated as having been received and voluntarily set aside by the Indemnitors at the time of ClosingSecurityholders’ Agent elects, through a paying agent for further distribution.

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 will Amount shall be held by the Equityholder Representative as agent and for the benefit of the 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 Payments Escrow and Paying Agent Agreement or the Securityholders’ Agent Equityholder Representative Engagement Agreement; or Agreement (ii) as otherwise determined by the Advisory Group“Expense Fund”). The Indemnitors will not receive any interest or earnings on the Expense 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 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. Subject The Equityholders will not receive any interest on the Expense Fund and assign to Advisory Group approval, the Securityholders’ Agent Equityholder Representative any such interest. The Equityholder Representative may contribute funds to the Expense Fund from any consideration otherwise distributable 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 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 Securityholders’ Agent will date on which all funds are released from the Indemnity Escrow Account, the Equityholder Representative shall distribute any amounts the then remaining in amount of the Expense Fund Fund, if any, to the Payment Administrator Paying Agent and the Surviving Corporation, as applicable, for further distribution to the Indemnitors Equityholders based on their respective Indemnifying Pro Rata Shares in accordance with such Indemnitor’s Pro Rata Share thereof. For tax purposes, the Expense Fund will be treated as having been received and voluntarily same procedure set aside by forth in ‎Section 2.4 for the Indemnitors at payment to the time Equityholders of Closingamounts remaining in the Indemnity Escrow Account.

Expense Fund. In furtherance of the foregoing, each Indemnitor authorizes Parent to withhold, or cause to be withheld, and deliver to the Securityholders’ Representative, an aggregate amount of cash equal to $500,000 (the “Expense Fund Amount”) from the amounts otherwise payable by Parent to the Indemnitors pursuant to Section 1.5, as applicable, with each Indemnitor contributing an amount equal to such Indemnitor’s Pro Rata Share of the Expense Fund Amount (such funds being referred to as the “Expense Fund”). The Indemnitors agree that the Expense Fund will be used (i) for the purposes of paying directly directly, or reimbursing the Securityholders’ Agent for Representative for, any Representative Losses fees and expenses incurred in the performance of its duties pursuant to this Agreement, the Payments Agreement or the Securityholders’ Agent Engagement Agreement; or (ii) as otherwise determined by the Advisory Group. The Indemnitors will not receive any interest or earnings on the Expense Fund and hereby irrevocably transfer and assign to the Securityholders’ Agent Representative any ownership right that they may otherwise have had in any such interest or earnings. The Indemnitors agree that the Securityholders’ Agent Representative 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 Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with Representative will hold the Expense Fund and has no tax reporting or income distribution obligations. Subject to Advisory Group approval, the Securityholders’ Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnitors. The Securityholders’ Agent will hold these funds separate from its corporate own funds, will not use these funds the Expense Fund for its operating expenses or any other own corporate purposes and will not voluntarily make these funds the Expense Fund available to its creditors in the event of 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 withheldRepresentative responsibilities, the Securityholders’ Agent Representative will distribute any amounts remaining in deliver the balance of the Expense Fund to the Payment Administrator Paying Agent for further distribution to the Indemnitors in accordance with such Indemnitor’s their respective Pro Rata Share thereofShares. For tax applicable Tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Indemnitors at the time of Closingthe Closing and any Tax withholding required with respect of an Indemnitor’s deemed receipt of its pro rata portion of the Expense Fund on the Closing Date shall be satisfied from such Indemnitor’s share of total consideration received at Closing and shall not reduce the amount of the Expense Fund. Notwithstanding anything to the contrary contained in this Agreement, Section 10.6(j) shall apply mutatis mutandis to any amounts to be released by the Securityholders’ Representative from the Expense Fund.

Expense Fund. The Expense Fund will 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, the Payments Agreement Escrow Agreement, or the Securityholders’ Agent Engagement Agreement; , or (ii) as otherwise determined by the Advisory Group. The Indemnitors will not receive any interest or earnings on Group (the “Expense Fund and irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may otherwise have had in any such interest or earningsFund”). 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. Subject The Effective Time Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to Advisory Group approval, the Securityholders’ Agent any ownership right they may contribute funds to the Expense Fund from otherwise have had in any consideration otherwise distributable to the Indemnitorssuch interest or earnings. 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 will shall distribute any amounts the then remaining in amount of the Expense Fund Fund, if any, to the Payment Administrator Agent for further distribution to the Indemnitors in accordance with such Indemnitor’s 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 Share 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 ClosingShares.