Holder Representative Expenses definition

Holder Representative Expenses has the meaning specified in Section 3.5.
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Holder Representative Expenses means the aggregate amount of the fees and expenses incurred, or that may in the future be incurred, by the Joint Holder Representatives on behalf of the Company (prior to the Closing) and the holders of the Company Units in connection with the preparation, negotiation and execution of this Agreement or the consummation of the transactions contemplated hereby or otherwise in their capacity as the Joint Holder Representatives.
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Holder Representative Expenses has the meaning specified in Section 9.2(c).
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Examples of Holder Representative Expenses in a sentence

  • Whether or not paid on or prior to the Closing Date, no amount shall be included on the Closing Balance Sheet with respect to liabilities for the Holder Representative Expenses.

  • In the event that the Joint Holder Representatives determine, in their sole and absolute discretion, that the Holder Representative Fund paid to the Joint Holder Representatives pursuant to Section 2.5 exceeds the Holder Representative Expenses, the Joint Holder Representatives shall pay such excess amount (the “Holder Representative Excess Amount”) to the Sellers in accordance with their Applicable Percentages.

  • On the Closing Date, Buyer shall pay to the Holder Representative and/or to such other persons (and in such amounts) as may be designated by the Holder Representative, by wire transfer to an account or accounts designated by the Holder Representative in writing at least two (2) Business Days prior to the Closing Date, immediately available funds in the amount of such estimated Holder Representative Expenses.

  • On the Closing Date, Buyer shall pay to the Holder Representative or to such other persons (and in such amounts) as may be designated by the Holder Representative, by wire transfer to an account or accounts designated by the Holder Representative in writing at least two (2) Business Days prior to the Closing Date, immediately available funds in the amount of such Holder Representative Expenses.

  • It is the competitor’s responsibility to make sure they are fully aware of these regulations.

  • Such Holder Representative Expenses may be recovered first, from the Holder Representative Expense Fund, second, from any distribution of the Escrow Fund otherwise distributable to the Holders at the time of distribution, and third, directly from the Holders.

  • For the avoidance of doubt, all Holder Representative Expenses shall be paid solely from (i) Covered Revenues Payments, (ii) CVR Shortfall payments, (iii) the Expense Fund or (iv) the Holders directly.

  • Such Holder Representative Expenses may be recovered first, from the Holder Representative Expense Fund, second, from any distribution of the Indemnification Escrow Funds or Earnout Payment otherwise distributable to the Pre-Closing Holders at the time of distribution, and third, directly from the Pre-Closing Holders on a several (but not joint) basis in accordance with such holder’s Applicable Percentage of any such expenses.

  • For the avoidance of doubt, notwithstanding anything to the contrary in this Section 4, the Released Claims shall include any liabilities, debts or obligations of the Released Entities under the Corporate Advisory Services Agreement by and between the Company and Platinum Equity Advisors, LLC, dated January 31, 2014 (except for amounts that are Transaction Expenses or Holder Representative Expenses).

  • Shown are the 90% CL upper limits σSD,p for hard and soft annihilation channels over a range of WIMP masses.


More Definitions of Holder Representative Expenses

Holder Representative Expenses is defined in Section 7.6(d).
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Holder Representative Expenses. Section 11.3
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Related to Holder Representative Expenses

  • Holder Representative has the meaning specified in Section 11.1.

  • Administrative Expenses means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) those administrative costs and expenses of the General Partner, including any salaries or other payments to directors, officers or employees of the General Partner, and any accounting and legal expenses of the General Partner, which expenses, the Partners have agreed, are expenses of the Partnership and not the General Partner, and (iii) to the extent not included in clause (ii) above, REIT Expenses; provided, however, that Administrative Expenses shall not include any administrative costs and expenses incurred by the General Partner that are attributable to Properties or partnership interests in a Subsidiary Partnership that are owned by the General Partner directly.

  • Administrative Expense Cap An amount equal on any Payment Date (when taken together with any Administrative Expenses paid during the period since the preceding Payment Date or in the case of the first Payment Date, the period since the Closing Date), to the sum of (a) 0.025% per annum (prorated for the related Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed) of the Fee Basis Amount on the related Determination Date and (b) U.S.$250,000 per annum (prorated for the related Interest Accrual Period on the basis of a 360-day year consisting of twelve (12) 30-day months); provided that (1) in respect of any Payment Date after the third Payment Date following the Closing Date, if the aggregate amount of Administrative Expenses paid pursuant to Section 11.1(a)(i)(A), Section 11.1(a)(ii)(A) and Section 11.1(a)(iii)(A) (including any excess applied in accordance with this proviso) on the three immediately preceding Payment Dates and during the related Collection Periods is less than the stated Administrative Expense Cap (without regard to any excess applied in accordance with this proviso) in the aggregate for such three preceding Payment Dates, then the excess may be applied to the Administrative Expense Cap with respect to the then-current Payment Date; and (2) in respect of the third Payment Date following the Closing Date, such excess amount shall be calculated based on the Payment Dates preceding such Payment Date.

  • Note Holder Representative means a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.

  • Controlling Noteholder Representative shall have the meaning assigned to such term in Section 6(a).

  • Stockholder Representative has the meaning set forth in the preamble.

  • Holders’ Representative means the representative of the Holders named in the preamble, until a successor Holders’ Representative shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Holders’ Representative” shall mean such successor Holders’ Representative.

  • Administrative Expense means (a) any cost or expense of administration of the Reorganization Cases under section 503(b) of the Bankruptcy Code including, but not limited to (1) any actual and necessary post-petition cost or expense of preserving the Estates or operating the Debtors' assets and businesses, (2) any payment to be made under the Plan to cure a default on an assumed executory contract or unexpired lease, (3) any post-petition cost, indebtedness or contractual obligation duly and validly incurred or assumed by the Debtors in the ordinary course of business, and (4) compensation or reimbursement of expenses of professionals to the extent allowed by the Bankruptcy Court under section 327, 328, 330(a), 331, 503(b) or 1103 of the Bankruptcy Code, including, without limitation, the Futures Representative and its Representatives and (b) any fee or charge assessed against the Estates under 28 U.S.C. ss. 1930.

  • Administrative Expense Claim means any right to payment constituting a cost or expense of administration of the Chapter 11 Cases under sections 503(b) and 507(a)(2) of the Bankruptcy Code including, without limitation, (a) any actual and necessary costs and expenses of preserving the Estates, (b) all compensation and reimbursement of expenses to the extent Allowed by the Bankruptcy Court under section 330 or 503 of the Bankruptcy Code, (c) any fees or charges assessed against the Estates under section 1930 of chapter 123 of Title 28 of the United States Code, (d) all Claims arising under section 503(b)(9) of the Bankruptcy Code, and (e) the Prepetition Lenders Adequate Protection Claims.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Companion Loan Holder Representative With respect to each Serviced Companion Loan, any representative appointed by the related Companion Loan Holder.

  • Member Representative means an individual who can make OHP-related decisions for a member who is not able to make such decisions themselves.

  • Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(a).

  • Non-Lead Securitization Noteholder Representative shall have the meaning assigned to such term in the definition of “Non-Lead Securitization Noteholder”.

  • Non-Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(c).

  • Claim Expenses means reasonable documented attorneys’ fees and all other reasonable documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim, including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party as contemplated in Section 7.5.

  • Seller Representative means Xxxxx Bank.

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Company Expenses has the meaning provided in Section 8.3.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Non-Lead Note Holder Representative shall have the meaning assigned to such term in Section 6(c).

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • Seller Expenses has the meaning set forth in Section 11.1.

  • Non-Lead Securitization Note Holder Representative means the “Directing Certificateholder” or equivalent Person under the Non-Lead Securitization Servicing Agreement.

  • Lenders’ Representative means the person duly authorised by the Senior Lenders to act for and on behalf of the Senior Lenders with regard to matters arising out of or in relation to this Agreement, and includes his successors, assigns and substitutes;

  • Lead Securitization Note Holder Representative means the “Directing Certificateholder” or equivalent Person under the Lead Securitization Servicing Agreement.