Common use of Representative Holdback Clause in Contracts

Representative Holdback. A portion of the proceeds otherwise to be received by the Sellers pursuant to Sections 1.03 (Exchange of Certificates; Lost Certificates) and 1.04 (Options) in an amount equal to $1,000,000 (such initial deposit, as it may be increased or decreased at any time in accordance with this Agreement, provided that such amount on deposit at any particular time shall not exceed $1,000,000, the “Representative Holdback Amount”) shall be delivered to the Representative at the Closing, on behalf of the Sellers, by wire transfer of immediately available funds to a segregated account (the “Representative Account”) designated by the Representative (which account shall be used only to hold the Representative Holdback Amount and to pay any fees, costs and expenses of the Representative payable out of the Representative Holdback Amount pursuant to the terms of this Agreement). The portion of the Representative Holdback Amount delivered to, and held by, the Representative on behalf of each such Seller shall be determined pro rata based upon each Seller’s Common Percentage. The Representative is entitled to pay on behalf of the Sellers, and to the extent paid by the Representative from its own funds, obtain reimbursement for, any fees, costs and expenses incurred by the Representative in the performance of its duties hereunder (“Representative Expenses”) from the Representative Holdback Amount, and the Representative shall not use any portion of the Representative Holdback Amount for any other purpose.

Representative Holdback. A portion The Representative Holdback shall be withheld and paid directly to an account maintained by the Representative (or a financial institution selected by the Representative) as a fund for the fees and expenses (including, without limitation, any legal fees and expenses) of Arsenal Blocker Seller (whether or not in its capacity as the Representative) incurred in connection with the marketing of the proceeds otherwise Company, this Agreement, the Escrow Agreement and the Paying Agent Agreement, the evaluation of the Transactions, other actions taken by the Representative pursuant to this Agreement, the Escrow Agreement or the Paying Agent Agreement, with any balance of the Representative Holdback not utilized for such purposes to be received by returned to the Sellers pursuant to Sections 1.03 (Exchange of Certificates; Lost Certificates) and 1.04 (Options) in an amount equal to $1,000,000 (such initial deposit, as it may be increased or decreased at any time Unitholders in accordance with this Agreementtheir Per Unit Portion. In the event that the Representative Holdback shall be insufficient to satisfy the fees and expenses of, provided that such amount on deposit at any particular time shall not exceed $1,000,000and other amounts payable by, the “Representative Holdback Amount”) shall Representative, and in the event there are any remaining funds in the Escrow Amounts to be delivered distributed to the Representative at the Closing, Paying Agent on behalf of the Sellers, by wire transfer of Unitholders immediately available funds to a segregated account (the “Representative Account”) designated by the Representative (which account shall be used only to hold the Representative Holdback Amount and to pay any fees, costs and expenses of the Representative payable out of the Representative Holdback Amount pursuant prior to the terms of this Agreement). The portion of final distribution from the Representative Holdback Amount delivered to, and held by, Escrow Amounts to the Representative on behalf of each such Seller shall be determined pro rata based upon each Seller’s Common Percentage. The Representative is entitled to pay Paying Agent on behalf of the SellersUnitholders pursuant to the Escrow Agreement, and the Representative shall be entitled to recover any such expenses from the Escrow Amounts to the extent paid by of such funds prior to the distribution of funds to the Unitholders. The Representative from its own funds, obtain reimbursement for, shall also be entitled to recover any fees, costs and remaining expenses incurred by the Representative in the performance of its duties hereunder (“Representative Expenses”) directly from the Representative Holdback AmountUnitholders, and the Representative shall not use have any portion obligation to personally advance funds in connection with the performance of the Representative Holdback Amount for any other purposeduties under this Agreement.

Representative Holdback. A portion of the proceeds otherwise to be received by the Sellers pursuant to Sections 1.03 (Exchange of Certificates; Lost Certificates) and 1.04 (Options) Article I in an amount equal to $1,000,000 2,000,000 (such initial deposit, as it may be increased or decreased at any time in accordance with this Agreement, provided that such amount on deposit at any particular time shall not exceed $1,000,000, the “Representative Holdback Amount”) shall be delivered by the Purchaser to the Representative at the Closing, on behalf of the Sellers, by wire transfer of immediately available funds to a segregated account (the “Representative Account”) designated by the Representative (which account shall be used only to hold the Representative Holdback Amount and to pay any fees, costs and expenses of the Representative payable out of the Representative Holdback Amount pursuant to the terms of this Agreement). The portion of the Representative Holdback Amount delivered to, and held by, the Representative on behalf of each such Seller shall be determined pro rata based upon each Seller’s Common Residual Percentage. The Representative is entitled to pay on behalf of the Sellers, and to the extent paid by the Representative from its own funds, obtain reimbursement for, any fees, costs and expenses incurred by the Representative in the performance of its duties hereunder (“Representative Expenses”) from the Representative Holdback Amount, and the Representative shall not use any portion of the Representative Holdback Amount for any other purpose. For all purposes of this Agreement, any and all amounts paid by the Purchaser to the Representative pursuant to this Section 1.08 or otherwise in respect of the Representative Holdback Amount shall be deemed to have been paid to the Unitholders and the holders of Options and in no event shall the Purchaser have any further obligation or liability to any Unitholder or holder of Options in respect thereof.