Representative Expense Account definition

Representative Expense Account means a segregated account where the Representative Expense Amount is held for disbursement by the Stockholders’ Representative.

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Representative Expense Account has the meaning set forth in Section 11.2(b).

Representative Expense Account means a segregated account where the Representative Expense Amount is held for disbursement by the Seller Representative.

Examples of Representative Expense Account in a sentence

Additionally, at the Effective Time, Parent shall transfer to (i) the Escrow Account the full amount of the Escrow Amount (as defined in Section 2.05) and (ii) the Representative Expense Account the full amount of the Representative Expense Amount (as defined in Section 2.04(i)).
The Equityholder Representative shall distribute any remaining balance of the Equityholder Representative Expense Account to the Equityholders upon completion by the Equityholder Representative of its duties under this Agreement and the Escrow Agreement.
At any time that any portion of the Escrow Amount would otherwise be released to or on behalf of the Sellers or the Minority Interest Holders (including to the Disbursement Agent), the Seller Representative may direct that all or any portion of such amount instead be deposited into the Seller Representative Expense Account if, in its sole discretion, the Seller Representative determines that such amounts may be needed to pay Administrative Costs.
Amounts drawn from the Representative Expense Account to pay Representative Expenses shall be drawn to reflect each Stockholder's liability for such Representative Expenses in accordance with such Stockholder's respective Pro Rata Percentage.
The Representative will not be liable for any loss of principal of the funds in the Representative Expense Account other than as a result of its gross negligence or willful misconduct.
If not paid directly to the Holder Representative, Representative Losses will be recovered by the Holder Representative (i) first, from the funds in the Holder Representative Expense Account, (ii) second, once the Holder Representative Expense Account has been exhausted, from any other readily available funds that become payable to the Holders under this Agreement at such time as such amounts would otherwise be distributable to the Holders, and (iii) third, from the Holders directly.
As soon as practicable following the release in full of the Indemnification Escrow Fund and the Special Election Escrow Fund pursuant to terms and conditions of the Escrow Agreement, the Member Representatives shall disburse the balance, if any, of the Member Representative Expense Account to Members in accordance with their respective Pro Rata Percentage.
The Buyer and the Sellers’ Representative shall each pay their own costs and expenses incurred under this Section 2.8.2. The fees and expenses of the Independent Referee will be paid by the Sellers from the Sellers’ Representative Expense Account, on the one hand, and by the Buyer, on the other hand, in inverse proportion to their success on the merits in the resolution of the items in dispute.
None of Parent, the Company or any of their respective Affiliates shall have any liability or obligation with respect to the use by the Unitholder Representative of any amounts in the Unitholder Representative Expense Account.
The Stockholder Representative Expense Amount shall be held by the Stockholder Representative in the Stockholder Representative Expense Account for the benefit of the Selling Equityholders for reimbursements payable to the Stockholder Representative under this Section 11.15.

More Definitions of Representative Expense Account

Representative Expense Account means the account maintained by the Representative into which the payment required by Section 2.11(a)(iii) shall be made and any successor account in which the Representative Expense Amount shall be held by the Representative.

Representative Expense Account means the account with the Escrow Agent into which $50,000 is deposited pursuant to Sections 2.1.3 and 3.2.4 and the Escrow Agreement.

Representative Expense Account shall have the meaning set forth in Section 2.04(i) hereof.

Representative Expense Account means the account established by the Representative to pay expenses in connection with the performance of its duties under this Agreement, the Escrow Agreement or any Representative letter agreement, into which the Representative Expense Amount will be deposited. The Representative will hold the Representative Expense Account separate from its corporate funds and will not voluntarily make it available to its creditors in the event of bankruptcy. The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Representative Expense Account other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Account, and has no tax reporting or income distribution obligations hereunder.