Common use of Representative Holdback Clause in Contracts

Representative Holdback. At the Closing, Parent shall deposit with the Representative, by wire transfer of immediately available funds (to an account designated by the Representative), an amount equal to $30,000,000 (the “Representative Holdback Amount”), to be used in accordance with this Section 3.8 and as the source for any Representative Indemnification (but subject, for the avoidance of doubt, to the limitations contained in Article IX). Any amounts to be deposited with the Representative pursuant to this Section 3.8 shall be deposited in a segregated account (the “Representative Account”) to be established and maintained by the Representative pursuant to the terms hereof. The portion of the Representative Holdback Amount delivered to, and held by, the Representative on behalf of each such Stockholder and Optionholder shall be allocated to each Series B Stockholder, Common Stockholder and Optionholder in accordance with their respective Allocation Percentages. The Representative is entitled to pay on behalf of the Stockholders, Optionholders and, if applicable, the Representative, and to the extent paid by the Representative from its own funds, obtain reimbursement for, (x) costs and expenses incurred by the Representative in the performance of its duties hereunder (whether prior to or after the Closing) (“Representative Expenses”) and (y) any payment by the Representative with respect to any claim for indemnification pursuant to Article IX (the “Representative Indemnification”), in each case, from the Representative Holdback Amount. On or after May 1, 2015 (or earlier pursuant to the final sentence of this Section 3.8), the Representative may distribute portions, if any, of the Representative Holdback Amount to each Series B Stockholder, Common Stockholder and Optionholder in accordance with their respective Allocation Percentages, except that, subject to the final sentence of this Section 3.8, no such distribution shall cause the balance of the Representative Account to be less than (i) at any time prior to April 30, 2015, the Representative Cap or (ii) at any time on or after April 30, 2015, the sum of (x) an amount equal to all pending claims for Representative Indemnification and (y) the Representative Cap (as reduced from time to time pursuant to Section 9.2(b)), provided that such sum shall not exceed the initial Representative Cap. Upon the final resolution of all claims for Representative Indemnification pending as of February 4, 2017 (or earlier pursuant to the final sentence of this Section 3.8), the remaining portion of the Representative Holdback Amount (if any) shall be distributed to each Series B Stockholder, Common Stockholder and Optionholder in accordance with their respective Allocation Percentages. Notwithstanding the foregoing, the Representative (x) may earlier distribute such amounts if it receives satisfactory credit worthy assurances (determined in its sole discretion but which may include letters of credit or the like) that such recipients will return such funds if necessary to cover Representative Indemnification and/or Representative Expenses (it being understood that such amounts may be distributed on a non-pro rata basis absent such assurances) and (y) without limiting the foregoing, may distribute up to $5,000,000 at any time in its sole discretion.