Common use of Representative Holdback Clause in Contracts

Representative Holdback. The Representative Holdback shall be withheld and paid directly to an account maintained by the Representative as a fund for the fees and expenses of the Representative incurred in its capacity as such, with any balance of the Representative Holdback not utilized for such purposes to be returned to Blocker Seller and the Designated Unitholders in accordance with their Designated Unitholder Percentages. In the event that the Representative Holdback is insufficient to satisfy the fees and expenses of the Representative incurred in its capacity as such, the Representative shall be entitled to recover any such expenses from any portion of the Adjustment Escrow Fund to be distributed to Blocker Seller and the Designated Unitholders. The Representative shall also be entitled to recover any remaining expenses directly from Blocker Seller and the Designated Unitholders severally in accordance with their respective Unitholder Percentage (and not jointly or jointly and severally), and the Representative shall not have any obligation to personally advance funds in connection with the performance of any duties under this Agreement.

Appears in 1 contract

Sources: Stock Purchase Agreement and Agreement and Plan of Merger (PERRIGO Co PLC)

Representative Holdback. The Representative Holdback shall be withheld and paid directly to an account maintained by the Representative as a fund for the fees and expenses of the Representative incurred in its capacity as such, with any balance of the Representative Holdback not utilized for such purposes to be returned to Blocker Seller and the Designated Unitholders in accordance with their Designated Unitholder Percentages. In the event that the Representative Holdback is insufficient to satisfy the fees and expenses of the Representative incurred in its capacity as such, the Representative shall be entitled to recover any such expenses from any portion of the Adjustment Escrow Fund Funds, the Indemnity Escrow Funds and the Specific Escrow Funds to be distributed to Blocker Seller and the Designated Unitholders. The Representative shall also be entitled to recover any remaining expenses directly from Blocker Seller and the Designated Unitholders severally in accordance with their respective Unitholder Percentage (and not jointly or jointly and severally)Unitholders, and the Representative shall not have any obligation to personally advance funds in connection with the performance of any duties under this Agreement.

Appears in 1 contract

Sources: Stock Purchase Agreement (AdaptHealth Corp.)

Representative Holdback. The Representative Holdback shall be withheld and paid directly to an account maintained by the Representative as a fund for the fees and expenses of the Representative incurred in its capacity as such, with any balance of the Representative Holdback not utilized for such purposes to be returned to the Blocker Seller Seller, the Optionholders and the Designated Unitholders in accordance with their Designated Unitholder Percentagesthe Distribution Principles. In the event that the Representative Holdback is insufficient to satisfy the fees and expenses of the Representative incurred in its capacity as such, the Representative shall be entitled to recover any such expenses from any portion of the Adjustment Escrow Fund to be distributed to the Blocker Seller Seller, the Optionholders and the Designated Unitholders. The Representative shall also be entitled to recover any remaining expenses directly from the Blocker Seller and the Designated Unitholders severally in accordance with their respective Unitholder Percentage (and not jointly or jointly and severally)Unitholders, and the Representative shall not have any obligation to personally advance funds in connection with the performance of any duties under this Agreement.

Appears in 1 contract

Sources: Stock Purchase Agreement (TELUS International (Cda) Inc.)