Examples of Holder Representative in a sentence
If Acquiror fails for any reason to deliver the Closing Statement within the time period required by this Section 3.4(a), then the Estimated Closing Statement (and the calculations contained therein) shall be considered for all purposes of this Agreement to be the Closing Statement, with respect to which the Holder Representative shall have all of its rights under this Section 3.4, including the right to dispute the calculations set forth therein in accordance with the provisions of Section 3.4(b).
If the amount of the Holder Allocable Expenses is less than the Holder Representative Expenses, each Holder shall pay to the Holder Representative an amount equal to the product of (a) such Holder’s Pro Rata Share multiplied by (b) the difference between (i) the Holder Representative Expenses and (ii) the Holder Allocable Expenses.
The Holder Representative shall receive no compensation for service as such but shall receive reimbursement from, and be indemnified from, the Holder Allocable Expenses, by the Holders for any and all expenses, charges and liabilities, including reasonable attorneys’ fees (collectively, the “Holder Representative Expenses”), incurred by the Holder Representative in the performance or discharge of its duties set forth in this Article XI.
From and after the date hereof, Acquiror shall, and shall cause its representatives to, reasonably cooperate with the Holder Representative in connection with calculating the reduction in the proceeds payable to the Reinvestment Participants in connection with the Merger, including by providing such additional documentation and information as the Holder Representative may reasonably request.
Xxxxxxxx and Xxxxxx Sub acknowledge and agree that the Holder Representative is party to this Agreement solely for purposes of serving as the “Holder Representative”.