Common use of Expense Fund Clause in Contracts

Expense Fund. In accordance with ‎Section 2.7(c) on the Closing Date, Company shall wire cash to the account of the Equityholder Representative in the amount of [$100,000] (the “Expense Fund Amount”). The Expense Fund Amount shall be held by the Equityholder Representative as agent and for the benefit of the Equityholders in a segregated client account and shall be used for the purposes of paying directly or reimbursing the Equityholder Representative for any expenses or Damages of the Equityholder Representative incurred pursuant to this Agreement, the Escrow and Paying Agent Agreement or the Equityholder Representative Engagement Agreement (the “Expense Fund”). The Equityholder Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its fraud or willful misconduct. The Equityholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations hereunder. The Equityholders will not receive any interest on the Expense Fund and assign to the Equityholder Representative any such interest. The Equityholder Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Equityholders. As soon as reasonably determined by the Equityholder Representative that the Expense Fund is no longer required to be withheld, and in any event not later than the date on which all funds are released from the Indemnity Escrow Account, the Equityholder Representative shall distribute the then remaining amount of the Expense Fund, if any, to the Paying Agent and the Surviving Corporation, as applicable, for further distribution to the Equityholders based on their respective Indemnifying Pro Rata Shares in accordance with the same procedure set forth in ‎Section 2.4 for the payment to the Equityholders of amounts remaining in the Indemnity Escrow Account.

Expense Fund. In accordance with ‎Section 2.7(c) on the Closing Date, Company shall wire cash to the account of the Equityholder Representative in the amount of [$100,000] (the “Expense Fund Amount”). The Expense Fund Amount shall be held by the Equityholder Representative as agent and for the benefit of the Equityholders in a segregated client account and shall be used (i) for the purposes of paying directly directly, or reimbursing the Equityholder Representative for Securityholders’ Agent for, any expenses or Damages of incurred by the Equityholder Representative incurred Securityholders’ Agent pursuant to this AgreementAgreement and any other agreement, the Escrow document or instrument referred to in or contemplated by this Agreement and Paying Agent any transaction contemplated under this Agreement or any such other agreement, document or instrument, or (ii) as otherwise determined by the Equityholder Representative Engagement Agreement (the “Expense Fund”)Advisory Group. The Equityholder Representative Securityholders’ Agent will hold these funds separate from its other funds, will not use these funds for its operating expenses or any other purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Securityholders’ Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its fraud gross negligence or willful misconduct. The Equityholder Representative Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations hereunderobligations. The Equityholders Effective Time Holders will not receive any interest on the Expense Fund and assign to the Equityholder Representative Securityholders’ Agent any such interest. The Equityholder Representative may Subject to prior written consent by the Advisory Group, the Securityholders’ Agent may, as reasonably necessary, contribute funds to the Expense Fund from any consideration Further Distributions otherwise distributable to the EquityholdersEffective Time Holders. As soon as reasonably determined by practicable following the Equityholder Representative that completion of the Securityholders’ Agent’s responsibilities, the Securityholders’ Agent shall disburse the balance of the Expense Fund is no longer required to be withheldthe Effective Time Holders in proportion to their respective Pro Rata Share in such manner as the Securityholders’ Agent determines reasonably appropriate, and in any event not later than the date on which all funds are released from the Indemnity Escrow Account, the Equityholder Representative shall distribute the then remaining amount of the Expense Fundincluding, if anythe Securityholders’ Agent elects, to the Paying Agent and the Surviving Corporation, as applicable, through a paying agent for further distribution to the Equityholders based on their respective Indemnifying Pro Rata Shares in accordance with the same procedure set forth in ‎Section 2.4 for the payment to the Equityholders of amounts remaining in the Indemnity Escrow Accountdistribution.

Expense Fund. In accordance with ‎Section 2.7(c) on the Closing Date, Company shall wire cash to the account of the Equityholder Representative in the amount of [$100,000] (the “Expense Fund Amount”). The Expense Fund Amount shall be held by the Equityholder Representative as agent and for the benefit of the Equityholders in a segregated client account and shall will be used (a) for the purposes of paying directly directly, or reimbursing the Equityholder Representative for Agent for, any third party expenses or Damages of the Equityholder Representative incurred pursuant to this Agreement, Agreement and the Escrow and Paying Agent Agreement Transaction Agreements or (b) as otherwise directed by the Equityholder Representative Engagement Agreement (the “Expense Fund”)Advisory Group. The Equityholder Representative Equityholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to Agent any ownership right that they may otherwise have had in any such interest or earnings. Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability will not be liable for any loss of principal of the Expense Fund other than as a result of its fraud gross negligence or willful misconduct. The Equityholder Representative Agent will hold these funds separate from its corporate funds, will not use these funds for its operating expenses and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of Agent’s responsibilities, Agent shall disburse any remaining balance of the Expense Fund to the Paying Agent for further distribution to the Stockholders and Warrantholders the amount payable to the Stockholders and Warrantholders by means of a wire transfer of immediately available funds and pay to the Company’s payroll provider the amount of the Expense Fund payable to holders of Vested Options directly and instruct such payroll provider to deliver such payments to the holders of Vested Option in the next regularly scheduled payroll of the Surviving Corporation, each in accordance with such Equityholder’s Percentage as set forth on the Payment Schedule. For tax purposes, the Expense Fund shall be treated as having been received and voluntarily set aside by the Equityholders at the time of Closing. Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, Fund and has no is not responsible for any tax reporting or income distribution obligations hereunderwithholding with respect thereto. The Equityholders will not receive any interest on the Expense Fund and assign Subject to the Equityholder Representative any such interest. The Equityholder Representative Advisory Group approval, Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the Equityholders. As soon as reasonably determined by the Equityholder Representative that the Expense Fund is no longer required to be withheld, and in any event not later than the date on which all funds are released from the Indemnity Escrow Account, the Equityholder Representative shall distribute the then remaining amount of the Expense Fund, if any, to the Paying Agent and the Surviving Corporation, as applicable, for further distribution to the Equityholders based on their respective Indemnifying Pro Rata Shares in accordance with the same procedure set forth in ‎Section 2.4 for the payment to the Equityholders of amounts remaining in the Indemnity Escrow Account.

Expense Fund. In accordance with ‎Section 2.7(c) on the Closing Date, Company shall wire cash to the account of the Equityholder Representative in the amount of [$100,000] (the “Expense Fund Amount”). The Expense Fund Amount shall be held by the Equityholder Representative Securityholders’ Agent as agent and for the benefit of the Equityholders Effective Time Holders in a segregated client account and shall be used (i) for the purposes of paying directly or reimbursing the Equityholder Representative Securityholders’ Agent for any expenses or Damages of the Equityholder Representative Losses incurred pursuant to this Agreement, the Escrow and Paying Agent Agreement or any Securityholders’ Agent letter agreement, (ii) paying any amount due from the Equityholder Representative Engagement Agreement Effective Time Holders pursuant to Section 1.13(e)(i), or (iii) as otherwise determined by the Advisory Group (the “Expense Fund”). The Equityholder Representative Securityholders’ Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its fraud gross negligence or willful misconduct. The Equityholder Representative Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, Fund and has no tax reporting or income distribution obligations hereunderobligations. The Equityholders Effective Time Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Equityholder Representative Securityholders’ Agent any ownership right they may otherwise have had in any such interestinterest or earnings. The Equityholder Representative may contribute Securityholders’ Agent will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the Expense Fund from any consideration otherwise distributable to the Equityholdersevent of a bankruptcy. As soon as reasonably determined by the Equityholder Representative Securityholders’ Agent that the Expense Fund is no longer required to be withheld, and in any event not later than the date on which all funds are released from the Indemnity Indemnification Escrow AccountFund, the Equityholder Representative Securityholders’ Agent shall distribute the then remaining amount of the Expense Fund, if any, to the Paying Payment Agent and the Surviving Corporation, as applicable, for further distribution to the Equityholders Effective Time Holders and shall include instructions to the Payment Agent indicating the specific amounts to be distributed to each Effective Time Holder based on their respective Indemnifying Pro Rata Shares in accordance with the same procedure set forth in ‎Section 2.4 for the payment to the Equityholders of amounts remaining in the Indemnity Escrow AccountShares.

Expense Fund. In accordance with ‎Section 2.7(c) on the Closing Date, Company shall wire cash to the account of the Equityholder Representative in the amount of [$100,000] (the “Expense Fund Amount”). The Expense Fund Amount shall be held by the Equityholder Representative Securityholders’ Agent as agent and for the benefit of the Equityholders Effective Time Holders in a segregated client account and shall be used (i) for the purposes of paying directly or reimbursing the Equityholder Representative Securityholders’ Agent for any expenses or Damages of the Equityholder Representative Losses incurred pursuant to this Agreement, the Escrow and Paying Agent Agreement Agreement, or the Equityholder Representative Securityholders’ Agent Engagement Agreement Agreement, or (ii) as otherwise determined by the Advisory Group (the “Expense Fund”). The Equityholder Representative Securityholders’ Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its fraud gross negligence or willful misconduct. The Equityholder Representative Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, Fund and has no tax reporting or income distribution obligations hereunderobligations. The Equityholders Effective Time Holders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Equityholder Representative Securityholders’ Agent any ownership right they may otherwise have had in any such interestinterest or earnings. The Equityholder Representative may contribute Securityholders’ Agent will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the Expense Fund from any consideration otherwise distributable to the Equityholdersevent of a bankruptcy. As soon as reasonably determined by the Equityholder Representative Securityholders’ Agent that the Expense Fund is no longer required to be withheld, and in any event not later than the date on which all funds are released from the Indemnity Indemnification Escrow AccountFund, the Equityholder Representative Securityholders’ Agent shall distribute the then remaining amount of the Expense Fund, if any, to the Paying Payment Agent and the Surviving Corporation, as applicable, for further distribution to the Equityholders Effective Time Holders and shall include instructions to the Payment Agent indicating the specific amounts to be distributed to each Effective Time Holder based on their respective Indemnifying Pro Rata Shares in accordance with the same procedure set forth in ‎Section 2.4 for the payment to the Equityholders of amounts remaining in the Indemnity Escrow AccountShares.

Expense Fund. In accordance with ‎Section 2.7(c) on the Closing Date, Company shall wire cash to the account furtherance of the Equityholder Representative in the foregoing, each Effective Time Holder hereby authorizes Parent to withhold, or cause to be withheld, an aggregate amount of [equal to $100,000] 300,000 (the “Expense Fund Amount”) from the amounts otherwise payable by Parent to the Effective Time Holders pursuant to Section 1.5(b) or 1.6, with each Effective Time Holder contributing an amount equal to such Effective Time Holder’s Pro Rata Share of the Expense Fund Amount. Promptly following the Effective Time, Parent shall cause the Payment Agent to deliver to the Securityholders’ Agent an amount in cash equal to the Expense Fund Amount (such funds being referred to as the “Expense Fund”), provided that the Payment Agent shall have first received an IRS Form W-9 duly executed by the Securityholders’ Agent as the Payment Agent may reasonably request to comply with applicable Legal Requirements, in each case, in form and substance reasonably satisfactory to the Payment Agent. The Expense Fund Amount shall be held by the Equityholder Representative as agent and for the benefit of the Equityholders in a segregated client account and shall will be used for the purposes of paying directly directly, or reimbursing the Equityholder Representative for Securityholders’ Agent for, any fees and expenses or Damages incurred in the performance of the Equityholder Representative incurred its duties pursuant to this Agreement, the Escrow and Paying Agent Agreement or the Equityholder Representative Engagement Agreement (the “Expense Fund”). The Equityholder Representative Effective Time Holders will not receive any interest or earnings on the Expense Fund and hereby irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may otherwise have had in any such interest or earnings. The Securityholders’ Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability will not be liable for any loss of principal of the Expense Fund other than as a result of its fraud gross negligence, bad faith or willful misconduct. The Equityholder Representative Effective Time Holders agree that the Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations hereunderwith respect to any Effective Time Holder. The Equityholders Securityholders’ Agent will not receive any interest on hold the Expense Fund and assign to the Equityholder Representative any such interest. The Equityholder Representative may contribute funds to separate from its own corporate funds, will not use the Expense Fund from for its operating expenses or any consideration otherwise distributable other corporate purposes and will not voluntarily make the Expense Fund available to its creditors in the Equityholdersevent of bankruptcy. As soon as reasonably determined by practicable following the Equityholder Representative that completion of the Securityholders’ Agent’s responsibilities, the Securityholders’ Agent will deliver any remaining balance of the Expense Fund is no longer required to be withheld, and in any event not later than the date on which all funds are released from the Indemnity Escrow Account, the Equityholder Representative shall distribute the then remaining amount of the Expense Fund, if any, to the Paying Payment Agent and the Surviving Corporation, as applicable, for further distribution to the Equityholders based on Effective Time Holders in accordance with their respective Indemnifying Pro Rata Shares Shares; provided that prior to such distribution, the Securityholders’ Agent shall prepare and deliver to Parent a spreadsheet allocating the amount to be released from the Expense Fund among the Effective Time Holders, and each distribution to be made from the Expense Fund to a particular Effective Time Holder shall be effected in accordance with the same procedure payment delivery instructions set forth in ‎Section 2.4 for such Effective Time Holder’s Letter of Transmittal or such other payment instructions provided in writing to Parent. The Effective Time Holders agree that the payment to Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Equityholders Expense Fund. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Effective Time Holders at the time of amounts remaining in the Indemnity Escrow AccountClosing.

Expense Fund. In accordance with ‎Section 2.7(c) on the Closing Date, Company shall wire cash to the account of the Equityholder Representative in the amount of [$100,000] (the “Expense Fund Amount”). The Expense Fund Amount shall be held by the Equityholder Representative as agent and for the benefit of the Equityholders in a segregated client account and shall will be used (i) for the purposes of paying directly or reimbursing the Equityholder Representative Securityholders’ Agent for any expenses or Damages of the Equityholder Representative Losses incurred pursuant to this Agreement, the Escrow and Paying Agent Payments Agreement or the Equityholder Representative Securityholders’ Agent Engagement Agreement Agreement; or (ii) as otherwise determined by the “Expense Fund”)Advisory Group. The Equityholder Representative Indemnitors will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholders’ Agent any ownership right that they may otherwise have had in any such interest or earnings. The Securityholders’ Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its fraud gross negligence or willful misconduct. The Equityholder Representative Securityholders’ Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, Fund and has no tax reporting or income distribution obligations hereunderobligations. The Equityholders will not receive any interest on Subject to Advisory Group approval, the Expense Fund and assign to the Equityholder Representative any such interest. The Equityholder Representative Securityholders’ Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the EquityholdersIndemnitors. The Securityholders’ Agent will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as reasonably determined by the Equityholder Representative Securityholders’ Agent that the Expense Fund is no longer required to be withheld, and the Securityholders’ Agent will distribute any amounts remaining in any event not later than the date on which all funds are released from the Indemnity Escrow Account, the Equityholder Representative shall distribute the then remaining amount of the Expense Fund, if any, Fund to the Paying Agent and the Surviving Corporation, as applicable, Payment Administrator for further distribution to the Equityholders based on their respective Indemnifying Pro Rata Shares Indemnitors in accordance with such Indemnitor’s Pro Rata Share thereof. For tax purposes, the same procedure Expense Fund will be treated as having been received and voluntarily set forth in ‎Section 2.4 for aside by the payment to Indemnitors at the Equityholders time of amounts remaining in the Indemnity Escrow AccountClosing.