Common use of Third Party Expenses Clause in Contracts

Third Party Expenses. (a) Whether or not the Mergers are consummated, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the First Effective Time or the Second Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, the Securityholders shall be responsible for all Third Party Expenses, which will be payable pursuant to a dollar-for-dollar adjustment to the Estimated Cash Consideration otherwise payable hereunder. For purposes of this Agreement, “Third Party Expenses” means all fees and expenses (1) incurred by or on behalf of or otherwise required to be paid by (including, as applicable, expenses of stockholders of the Company or other parties to whom the Company has a reimbursement or similar obligation) the Company (or any of its successors), and (2) not paid as of immediately prior to or at the First Effective Time, in each case in connection with this Agreement, the Mergers and the other transactions contemplated hereby, including: (i) all legal, accounting (including the Incurred Audit Costs), financial advisory, investment banking, consulting, finders’ and all other fees and expenses of third parties incurred by or on behalf of or otherwise required to be paid by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby; (ii) any bonus, severance, change-in-control payments, accelerated commissions, or similar payment obligations (including payments with “single-trigger” provisions) of the Company to Employees resulting from, or in connection with, the transactions contemplated hereby; (iii) any payments or Liabilities to third-parties arising under a Contract entered into by the Company at or prior to the Closing for any reason as a result of or in connection with the Mergers or any of the other transactions contemplated by this Agreement, including any payment or consideration arising under or in relation to any consent, waiver or approval of any party under any Contract as may be required for any such Contract to remain in full force and effect following the Closing; and (iv) the costs and expenses of the Company D&O Tail Policy to the extent not paid by the Company prior to the Closing Date; provided that, for the avoidance of doubt, Third Party Expenses (A) shall not include any bonus, severance, change-in-control payments, commissions or other similar amounts that become due and payable after the Closing (including pursuant to any “double-trigger” provisions) that the Company is obligated to pay as a result of the change of control of the Company at Closing, (B) shall exclude Closing Indebtedness and Closing Net Working Capital and (C) shall not include any fees or expenses to the extent paid by the Company prior to the Closing. For the avoidance of doubt, no fees and expenses shall be double counted when calculating Third Party Expenses and no fees and expenses shall be counted as Third Party Expenses to the extent otherwise taken into account in Closing Net Working Capital or Indebtedness.

Third Party Expenses. (a) Whether or not the Mergers are Merger is consummated, except as expressly set forth herein, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the First Effective Time or the Second Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, “Third-Party Expenses” means, and the Securityholders Company shall be responsible for all Third Party Expenses, which will be payable pursuant to a dollar-for-dollar adjustment to the Estimated Cash Consideration otherwise payable hereunder. For purposes of this Agreement, “Third Party Expenses” means all fees and expenses (1) incurred by or on behalf of or otherwise required to be paid by (including, as applicable, expenses of stockholders of the Company or other parties to whom the Company has a reimbursement or similar obligation) the Company (or any of its successors), and (2) not paid as of immediately Subsidiary prior to the Effective Time (and whether paid prior to, at or at after the First Effective Time, in each case ) in connection with this Agreement, the Mergers Related Agreements, the Merger and the other transactions contemplated hereby, includinghereby that consist of the following: (i) all legal, accounting (including the Incurred Audit Costs)accounting, financial advisory, investment banking, consulting, finders’ finders and all other fees and expenses of third parties providing services in connection with this Agreement and the transactions contemplated hereby that are incurred by or on behalf of or otherwise required to be paid by the Company or any Subsidiary in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby; (ii) any “single trigger” bonus, severance, change-in-control payments, accelerated commissions, payments or similar payment obligations (including payments with “single-trigger” provisions) of the Company or any Subsidiary to Employees resulting from, or in connection with, the transactions contemplated hereby; (iii) the maximum amount of premiums, Taxes, costs, fees or payments payable to brokers, finders, financial advisors, investment bankers, and insurers, or similar Persons notwithstanding any payments escrows or Liabilities to third-parties arising under a Contract entered into by the Company at or prior to the Closing for any reason as a result of or other contingencies in connection with the Mergers or any of the other transactions contemplated by this Agreementhereby, including any payment or consideration arising under or in relation to any consent, waiver or approval of any party under any Contract as may be required for any such Contract to remain in full force and effect following the Closing; and (iv) the costs and expenses of connection with the Company D&O Tail Policy Policy; (iv) any severance payments in excess of One Hundred Thousand Dollars ($100,000) (the “Severance Payment Cap”) payable to any Non-Continuing Employees who did not receive an offer of employment from Buyer on terms contemplated by Section 7.5(c)(i) hereof within seven (7) Business Days following the extent not paid by the Company prior to the Closing Agreement Date; provided thatand (v) all Transaction Payroll Taxes provided, for the avoidance of doubthowever, Third Third-Party Expenses shall exclude and Buyer shall be responsible for (A) shall not include all retention payments payable or equity awards granted by Buyer pursuant to the terms of any bonus, severance, change-in-control payments, commissions Offer Letter or other similar amounts that become due post-Closing employment arrangement with Buyer (or its designated Affiliate), (B) all fees and expenses of third parties incurred by Buyer and Merger Sub in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby, (C) any severance payments up to and including the Severance Payment Cap payable after the to any Non-Continuing Employees who did not receive an Offer Letter in accordance with Section 7.5(c)(i) hereof (and any Taxes payable in connection therewith) (“Buyer Severance Costs”), (D) any compensation, benefits or compensatory payments made to any Continuing Employees post-Closing (including pursuant to their respective employment arrangements with Buyer (or its designated Affiliate) or at Buyer’s (or its designated Affiliate’s) direction, (E) any compensation pursuant to “double-trigger” provisions) that arrangements triggered by actions of Buyer after the Company is obligated to pay as a result of the change of control of the Company at ClosingClosing Date, (BF) shall exclude Closing Indebtedness and Closing Net Working Capital all Audit Costs and (CG) shall not include all filings fees in connection with the transactions contemplated by this Agreement or any fees or expenses to Related Agreement, including under the extent paid by the Company prior to the ClosingHSR Act. For the avoidance of doubt, no fees and expenses shall be double counted when calculating Third Third-Party Expenses and no fees and expenses shall be counted as Third Party Expenses to the extent otherwise taken into account in Closing Net Working Capital or IndebtednessExpenses.

Third Party Expenses. (a) Whether or not the Mergers are Merger is consummated, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the First Effective Time or the Second Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, the Securityholders Company shall be responsible for all Third Party Expenses, which will be payable pursuant to a dollar-for-dollar adjustment to the Estimated Cash Consideration otherwise payable hereunder. For purposes of this Agreement, “Third Party Expenses” means all fees and expenses (1) incurred by or on behalf of or otherwise required to be paid by (including, as applicable, expenses of stockholders of the Company or other parties to whom the Company has a reimbursement any Subsidiary (whether or similar obligation) the Company (or any of its successors), and (2) not paid as of immediately or payable prior to to, at or at after the First Effective Time, in each case ) in connection with this Agreement, the Mergers Merger and the other transactions contemplated hereby, including: (i) all legal, accounting (including the Incurred Audit Costs)accounting, financial advisory, investment banking, consulting, finders’ and all other fees and expenses of third parties incurred by or on behalf of or otherwise required to be paid by the Company or any Subsidiary in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby; (ii) any bonus, severance, change-in-control payments, accelerated commissions, or similar payment obligations (including payments with either “single-trigger” provisionsor “double-trigger” provisions (other than “double-trigger” provisions in Contracts Made Available and set forth in the Disclosure Schedule)) of the Company or any Subsidiary to Employees resulting from, or in connection with, the transactions contemplated herebyhereby (in each case, that are adopted by the Company (and not Acquiror or any of its Affiliates) at or prior to the Closing); (iii) any termination, pre-payment, balloon or similar fees or payments (including penalties) of the Company or Liabilities to third-parties any Subsidiary arising under a any Contract entered into by the Company or any of its Subsidiaries at or prior to the Closing for or resulting from the early termination of Contracts, in each case, resulting from, or in connection with, the transactions contemplated hereby (it being understood that this clause (iii) shall not include any reason as a result of amounts included in Closing Indebtedness); (iv) any payments in connection with any change in control obligations resulting from or in connection with the Mergers Merger or any of the other transactions contemplated by this Agreement, including or any payment or consideration arising under or in relation to obtaining any consentconsents, waiver waivers or approval approvals of any party under any Contract of the Company or any Subsidiary as may be are required in connection with the Merger for any such Contract to remain in full force and effect following the Closing or resulting from agreed-upon modification or early termination of any such Contract, in each case, pursuant to any Contract entered into by the Company or any of its Subsidiaries at or prior to the Closing; and (ivv) the costs and expenses of the Company D&O Tail Policy to the extent not paid by the Company prior to the Closing Date; provided thatprovided, for the avoidance of doubthowever, that (x) Third Party Expenses (A) shall not include any bonus, severance, change-in-control payments, commissions or other similar amounts that become due and payable after the Closing (including pursuant to any “double-trigger” provisions) that the Company is obligated to pay as a result of the change of control of the Company at Closing, (B) shall exclude Closing Indebtedness any Required Financials Expenses, Excluded Severance Costs, and Closing Net Working Capital -52- Excluded Payroll Processor Costs, and (Cy) shall not include any fees or expenses to the extent paid by the Company prior to the Closing. For the avoidance of doubt, no fees and expenses shall be double counted when calculating Third Party Expenses and no fees and expenses Expenses. The Company shall use its commercially reasonable efforts to pay or cause to be counted as paid all unpaid Third Party Expenses prior to or contemporaneous with the extent otherwise taken into account in Closing Net Working Capital or IndebtednessClosing.

Third Party Expenses. (a) Whether or not the Mergers are First Merger is consummated, except as otherwise expressly provided herein, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the First Effective Time or the Second Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, the Securityholders Company shall be responsible for all Third Party Expenses, which will be payable pursuant to a dollar-for-dollar adjustment to the Estimated Cash Consideration otherwise payable hereunder. For purposes of this Agreement, “Third Party Expenses” means all fees and expenses (1) incurred by or on behalf of or otherwise required to be paid by (including, as applicable, expenses of stockholders of the Company or other parties to whom any Subsidiary (and whether paid prior to, at or after the Company has a reimbursement or similar obligation) the Company (or any of its successors), and (2) not paid as of immediately prior to or at the First Effective Time, in each case ) in connection with this Agreement, the Mergers First Merger and the other transactions contemplated hereby, including: (i) all legal, accounting (including the Incurred Audit Costs)accounting, financial advisory, investment banking, consulting, finders’ finders and all other fees and expenses of third parties incurred by or on behalf of or otherwise required to be paid by the Company or any Subsidiary in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby, including costs incurred in connection with the purchase of the Tail Policy; (ii) any termination, pre-payment, balloon or similar fees or payments (including penalties) of the Company or any Subsidiary on account of outstanding Indebtedness of the Company or any Subsidiary, or resulting from the early termination of Contracts, resulting from, or in connection with, the transactions contemplated hereby (it being understood that this clause (ii) shall not include any amounts included in Closing Indebtedness); (iii) any bonus, severancecommission, or other incentive compensation payment or other obligation of any kind payable or owed by the Company to service providers of the Company arising out of or in connection with the transaction and any severance (including such severance costs incurred pursuant to Section 7.6(h)) or change-in-control payments, accelerated commissions, payments or similar payment other obligations (including payments with either “single-trigger” or “double-trigger” provisions) of the Company or any Subsidiary to Employees resulting from, or in connection with, the transactions contemplated hereby, including any payments made pursuant to Section 7.6(f); (iiiiv) any Transaction Payroll Taxes associated with amounts paid on or about the Closing Date; and (v) any payments or Liabilities to third-parties arising under a Contract entered into by the Company at or prior to the Closing for in connection with any reason as a result of change in control obligations resulting from or in connection with the Mergers or any of the other transactions contemplated by this Agreement, including or any payment or consideration (including, without limitation, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty) in connection with notices or consents required in connection with Lease Agreements) arising under or in relation to obtaining any consentconsents, waiver waivers or approval approvals of any party under any Contract of the Company or any Subsidiary as may be are required in connection with the Mergers for any such Contract to remain in full force and effect following the Closing; and Closing or resulting from agreed-upon modification or early termination of any such Contract, all of which shall be subject to Parent’s approval (ivclauses (i) – (v), collectively, the costs and expenses of the Company D&O Tail Policy to the extent not paid by the Company prior to the Closing Date; provided that, for the avoidance of doubt, “Third Party Expenses (A) shall not include any bonus, severance, change-in-control payments, commissions or other similar amounts that become due and payable after the Closing (including pursuant to any “double-trigger” provisions) that the Company is obligated to pay as a result of the change of control of the Company at Closing, (B) shall exclude Closing Indebtedness and Closing Net Working Capital and (C) shall not include any fees or expenses to the extent paid by the Company prior to the ClosingExpenses”). For the avoidance of doubt, no fees and expenses shall be double counted when calculating Third Party Expenses Expenses, and no fees and expenses shall be counted as Third Party Expenses shall not include Taxes (other than Transaction Payroll Taxes associated with amounts paid on or about the Closing Date). (b) At least four (4) Business Days prior to the extent otherwise taken into account Closing, the Company shall provide Parent with a statement, in a form reasonably satisfactory to Parent, setting forth all paid and Unpaid Third Party Expenses incurred by or on behalf of the Company or any Subsidiary as of the Closing Net Working Capital Date, or Indebtednessanticipated to be incurred or payable by or on behalf of the Company or any Subsidiary after the Closing (the “Statement of Expenses”). The Company shall deliver, from each vendor or other payee on the Statement of Expenses, an invoice or statement setting forth the amounts required to pay off in full on the Closing Date, the Third Party Expenses owing to such vendor or other payee and wire transfer information for such payment. The Company shall take all necessary action to ensure that Third Party Expenses shall not be incurred by the Company after the Closing Date without the express prior written consent of Parent. No Subsidiary shall incur any Third Party Expenses.

Third Party Expenses. (a) Whether or not the Mergers are Merger is consummated, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the First Effective Time or the Second Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, the Securityholders shall be responsible for all Third Party Expenses, which will be payable pursuant to a dollar-for-dollar adjustment to the Estimated Cash Total Closing Consideration otherwise payable hereunder. For purposes of this Agreement, “Third Party Expenses” means all fees costs, fees, expenses, and expenses (1) incurred consideration incurred, due, or payable by or on behalf of or otherwise required to be paid by (including, as applicable, expenses of stockholders of the Company or any Company Entity in connection with the (i) Merger and other parties to whom the Company has a reimbursement or similar obligation) the Company (transactions contemplated under this Agreement or any related matters or (ii) in connection with any underwriting, equity or debt financing, refinancing, recapitalization, change in control transaction, business combination transaction, sale or exclusive license of its successorsany material assets outside of the ordinary course of business undertaken by or contemplated by any Company Entity prior to the Closing (the matters referenced in clauses (i) and (ii), and (2) collectively, “Extraordinary Matters”), in each case, to the extent not paid as of immediately the Closing (whether or not payable prior to to, at or at after the First Effective TimeClosing), in each case in connection with this Agreement, the Mergers and the other transactions contemplated hereby, including: including (iA) all legal, accounting (including the Incurred Audit Costs)accounting, financial advisory, investment banking, consulting, finders’ and all other fees and expenses of third parties incurred by or on behalf of or otherwise required to be paid by the any Company Entity in connection with any Extraordinary Matter or the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated herebythereof; (iiB) any change of control or transaction bonus, severance, change-in-control payments, accelerated commissions, or similar payment obligations (including payments with either “single-trigger” or “double-trigger” provisions) of the any Company to Employees Entity resulting from, or in connection with, any Extraordinary Matter, including payments under the transactions contemplated herebyTransaction Bonus Agreements (in each case, together with the employer portion of any payroll or similar Taxes incurred in connection therewith); (iiiC) any payments or Liabilities liabilities to third-parties arising under a Contract entered into by the any Company at or Entity prior to the Closing for any reason as a result of or in connection with the Mergers or any of the other transactions contemplated by this Agreement, including any payment or consideration arising under or in relation to any consent, waiver or approval of any party under any Contract as may be required pursuant to the express terms of such Contract in order for any such Contract to remain in full force and effect following the ClosingClosing (excluding any payments or liabilities incurred as a result of any actions or omissions of Acquiror or its Affiliates made voluntarily after the Closing that are not required by the terms of such Contracts); (D) 50% of any Transfer Taxes incurred as a result of the Merger or other transactions contemplated under this Agreement; (E) the Purchase Price (as defined in the Contribution Transfer Agreement); and (ivF) the costs and expenses of the Company D&O Tail Policy to the extent not paid by the Company prior to the Closing Date; provided that, for the avoidance of doubt, Third Party Expenses (A) shall not include any bonus, severance, change-in-control payments, commissions or other similar amounts that become due and payable after the Closing (including pursuant to any “double-trigger” provisions) that the Company is obligated to pay as a result of the change of control of the Company at Closing, (B) shall exclude Closing Indebtedness and Closing Net Working Capital and (C) shall not include any fees or expenses to the extent paid by the Company prior to the ClosingPolicy. For the avoidance of doubt, no fees and fees, Taxes or expenses shall be double counted when calculating Third Party Expenses Expenses, and no fees and expenses shall be counted as Third Party Expenses not result in an adjustment to the Total Closing Consideration to the extent otherwise taken into account already included in Closing Net Working Capital or Indebtednesssuch calculation.

Third Party Expenses. (a) Whether or not the Mergers are Merger is consummated, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the First Effective Time or the Second Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, the Securityholders Company shall be responsible for all Third Party Expenses, which will be payable pursuant to a dollar-for-dollar adjustment to the Estimated Cash Consideration otherwise payable hereunder. For purposes of this Agreement, “Third Party Expenses” means all fees and expenses (1) incurred by or on behalf of or otherwise required to be paid by (including, as applicable, expenses of stockholders of the Company or other parties to whom any Subsidiary (and whether paid prior to, at or after the Company has a reimbursement or similar obligation) the Company (or any of its successors), and (2) not paid as of immediately prior to or at the First Effective Time, in each case ) in connection with this Agreement, the Mergers Merger and the other transactions contemplated hereby, including: (i) all legal, accounting (including the Incurred Audit Costs)accounting, financial advisory, investment banking, consulting, finders’ finders and all other fees and expenses of third parties incurred by or on behalf of or otherwise required to be paid by the Company or any Subsidiary in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby; (ii) any termination, pre-payment, balloon or similar fees or payments (including penalties) of the Company or any Subsidiary on account of outstanding Indebtedness of the Company or any Subsidiary, or resulting from the early termination of Contracts, resulting from, or in connection with, the transactions contemplated hereby (it being understood that this clause (ii) shall not include any amounts included in Closing Indebtedness); (iii) any bonus, severance, change-in-control payments, accelerated commissions, payments or similar payment obligations (including payments with either “single-trigger” or “double-trigger” provisions) of the Company or any Subsidiary to Employees resulting from, or in connection with, the transactions contemplated hereby, including to any Ineligible Employees; (iiiiv) any payments or Liabilities to third-parties arising under a Contract entered into by the Company at or prior to the Closing for in connection with any reason as a result of change in control obligations resulting from or in connection with the Mergers Merger or any of the other transactions contemplated by this Agreement, including or any payment or consideration arising under or in relation to obtaining any consentconsents, waiver waivers or approval approvals of any party under any Contract of the Company or any Subsidiary as may be are required in connection with the Merger for any such Contract to remain in full force and effect following the Closing; Closing or resulting from agreed-upon modification or early termination of any such Contract, (v) the cost of any tail coverage contemplated by Section 7.11(b) and (ivvi) the costs and expenses value of the Company D&O Tail Policy any Acquiror Restricted Stock Unit Award to the extent not paid contemplated by Section 7.6(h) (clauses (i) – (vi), collectively, the Company prior to the Closing Date; provided that, for the avoidance of doubt, “Third Party Expenses (A) shall not include any bonus, severance, change-in-control payments, commissions or other similar amounts that become due and payable after the Closing (including pursuant to any “double-trigger” provisions) that the Company is obligated to pay as a result of the change of control of the Company at Closing, (B) shall exclude Closing Indebtedness and Closing Net Working Capital and (C) shall not include any fees or expenses to the extent paid by the Company prior to the ClosingExpenses”). For the avoidance of doubt, no fees and expenses shall be double counted when calculating Third Party Expenses Expenses. (b) At least three (3) Business Day prior to the Closing, the Company shall provide Acquiror with a statement, in a form reasonably satisfactory to Acquiror, setting forth all paid and no fees and expenses shall be counted as unpaid Third Party Expenses incurred by or on behalf of the Company or any Subsidiary as of the Closing Date, or anticipated to be incurred or payable by or on behalf of the extent otherwise taken into account in Company or any Subsidiary after the Closing Net Working Capital or Indebtedness(the “Statement of Expenses”). The Company shall take all necessary action to ensure that Third Party Expenses shall not be incurred by the Company after the Closing Date without the express prior written consent of Acquiror. No Subsidiary shall incur any Third Party Expenses.

Third Party Expenses. (a) Whether or not the Mergers are Merger is consummated, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the First Effective Time or the Second Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, “Third Party Expenses” means, and the Securityholders Company shall be responsible for all Third Party Expenses, which will be payable pursuant to a dollar-for-dollar adjustment to the Estimated Cash Consideration otherwise payable hereunder. For purposes of this Agreement, “Third Party Expenses” means all fees and expenses (1) incurred by or on behalf of or otherwise required to be paid by (including, as applicable, expenses of stockholders of the Company or other parties to whom any Subsidiary (and whether paid prior to, at or after the Company has a reimbursement or similar obligation) the Company (or any of its successors), and (2) not paid as of immediately prior to or at the First Effective Time, in each case ) in connection with this Agreement, the Mergers Related Agreements, the Merger and the other transactions contemplated hereby, includinghereby that consist of the following: (i) all legal, accounting (including the Incurred Audit Costs)accounting, financial advisory, investment banking, consulting, finders’ finders and all other fees and expenses of third parties providing services in connection with this Agreement and the transactions contemplated hereby that are incurred by or on behalf of or otherwise required to be paid by the Company or any Subsidiary in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby; (ii) any termination, pre-payment, balloon or similar fees or payments (including penalties) of the Company or any Subsidiary resulting from the early termination of Contracts, resulting from, or in connection with, the transactions contemplated hereby (it being understood that this clause (ii) shall not include any amounts included in Closing Indebtedness); (iii) any “single trigger” bonus, severance, change-in-control payments, accelerated commissions, payments or similar payment obligations (including payments with “single-trigger” provisions) of the Company or any Subsidiary to Employees resulting from, or in connection with, the transactions contemplated hereby; (iiiiv) the maximum amount of premiums, Taxes, costs, fees or payments payable to brokers, finders, financial advisors, investment bankers, and insurers, or similar Persons notwithstanding any payments escrows or Liabilities to third-parties arising under a Contract entered into by the Company at or prior to the Closing for any reason as a result of or other contingencies in connection with the Mergers or any transactions contemplated hereby, including in connection with the Company D&O Tail Policy, (v) 50% of the other transactions contemplated by this Agreement, including Policy Premium (subject to the Premium Cap); (vi) any payment or consideration arising under or in relation to obtaining any consentconsents, waiver waivers or approval approvals of any party under any Contract of the Company or any Subsidiary described in Section 7.3 as may be are required in connection with the Merger according to the express terms of such Contract for any such Contract to remain in full force and effect following the ClosingClosing or resulting from agreed-upon modification or early termination of any such Contract; and (ivvii) fifty percent (50%) of all Transaction Payroll Taxes; provided, however, Third Party Expenses shall exclude (A) all retention payments payable or equity awards granted by Buyer pursuant to the costs terms of any Offer Letter or other post-Closing employment arrangement with Buyer, (B) all fees and expenses of third parties incurred by Buyer and Merger Sub in connection with the Company D&O Tail Policy negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby (including the filing fee under the HSR Act), (C) any severance payments payable to the extent any Non-Continuing Employees who did not paid by the Company receive an offer of employment from Buyer prior to the Closing Date; provided that, for (D) 50% of the avoidance of doubtPolicy Premium, Third Party Expenses (AE) shall not include any bonus, severance, change-in-control payments, commissions or other similar amounts that become due and payable after the Closing (including compensation pursuant to any “double-trigger” provisions) that arrangements triggered by actions of Buyer after the Company is obligated to pay as a result of the change of control of the Company at ClosingClosing Date, (BF) shall exclude any compensation, benefits or compensatory payments made to any Continuing Employees post-Closing Indebtedness and Closing Net Working Capital pursuant to their respective employment arrangements with Buyer or at Buyer’s direction, and (CG) shall not include any fees or expenses to the extent paid by the Company prior to the Closingfifty percent (50%) of all Transaction Payroll Taxes. For the avoidance of doubt, no fees and expenses shall be double counted when calculating Third Party Expenses and no fees and expenses shall be counted as Third Party Expenses to the extent otherwise taken into account in Closing Net Working Capital or IndebtednessExpenses.

Third Party Expenses. (a) Whether or not the Mergers Merger are consummated, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the First Effective Time or the Second Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, the Securityholders shall be responsible for all Third Party Expenses, which will be payable at the Closing pursuant to a dollar-for-dollar adjustment to the Estimated Cash Merger Consideration otherwise payable hereunder. For purposes of this Agreement, “Third Party Expenses” means all fees and expenses (1) incurred by or on behalf of or otherwise required to be paid by (including, as applicable, expenses of stockholders of the Company or other parties to whom the Company has a reimbursement or similar obligation) the Company any Subsidiary (or any of its their successors), and (2) whether or not paid as of immediately or payable prior to to, at or at after the First Effective Time, in each case in connection with this Agreement, the Mergers Merger and the other transactions contemplated hereby, including: (i) all legal, accounting (including the Incurred Audit Costs)accounting, financial advisory, investment banking, consulting, finders’ and all other fees and expenses of third parties incurred by or on behalf of or otherwise required to be paid by the Company or any Subsidiary in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated herebyhereby pursuant to agreements entered into by or on behalf of the Company or any of its Subsidiaries at or prior to the Effective Time; (ii) any bonus, severance, change-in-control payments, accelerated commissions, or similar payment obligations (including payments with either “single-trigger” provisionsor “double-trigger” provisions (other than “double-trigger” provisions in Contracts Made Available and set forth in the Disclosure Schedule)) of the Company or any Subsidiary to Employees resulting from, or in connection with, the transactions contemplated herebyhereby (in each case, that are adopted by the Company (and not Acquiror or any of its Affiliates) at or prior to the Closing); (iii) any payments or Liabilities to third-parties arising under a Contract entered into by the Company at or prior to the Closing for in connection with any reason as a result of change in control obligations resulting from or in connection with the Mergers Merger or any of the other transactions contemplated by this Agreement, including or any payment or consideration arising under or in relation to obtaining any consentconsents, waiver waivers or approval approvals of any party under any Contract of the Company or any Subsidiary as may be are required in connection with the Merger for any such Contract to remain in full force and effect following the Closing or resulting from agreed-upon modification or early termination of any such Contract, in each case, pursuant to any Contract entered into by the Company or any of its Subsidiaries at or prior to the Closing; and (iv) the costs and expenses of the Company D&O Tail Policy to the extent not paid by the Company prior to the Closing Date; provided thatand (v) the Required Financials Expenses; provided, for the avoidance of doubthowever, that Third Party Expenses shall exclude (A) shall not include any bonus, severance, change-in-control payments, commissions or other similar amounts that become due and payable after the Closing (including pursuant to any “double-trigger” provisions) that the Company is obligated to pay as a result of the change of control of the Company at ClosingExcluded Severance Costs, (B) shall exclude Closing Indebtedness any fees and Closing Net Working Capital expenses of the Exchange Agent and the Escrow Agent, and (C) shall not include any fees or expenses to the extent paid by the Company prior to the ClosingRetention Bonus Pool Awards. For the avoidance of doubt, no fees and expenses shall be double counted when calculating Third Party Expenses and no fees and expenses Expenses. The Company shall use its reasonable best efforts to (x) pay or cause to be counted as paid all Third Party Expenses at least three (3) Business Days prior to the Closing and, (y) to the extent such amounts are not so paid, arrange for the payment, contemporaneous with the Closing, by or on behalf of the Company of all Third Party Expenses. Notwithstanding anything to the contrary herein, and for the avoidance of doubt, if the lessor or licensor under any Lease Agreement conditions its grant of a consent (including by threatening to exercise a “recapture” or other termination right) upon, or otherwise taken into account requires in Closing Net Working Capital response to a notice or Indebtednessconsent request regarding this Agreement or the transactions contemplated hereby, the payment of a consent fee, “profit sharing” payment or other consideration (including increased rent payments), or the provision of additional security (including a guaranty), the Company shall be solely responsible for making all such payments or providing all such additional security and the terms thereof shall be subject to Acquiror’s approval.

Third Party Expenses. (a) Whether or not the Mergers Contemplated Transactions are consummated, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the First Effective Time or the Second Effective Timeany Closing) with respect to the negotiation, execution, delivery and performance of this Agreement, other than Agreement and the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, the Securityholders shall be responsible for all Third Party Expenses, which will be payable pursuant to a dollar-for-dollar adjustment to the Estimated Cash Consideration otherwise payable hereunderAncillary Documents. For purposes of this Agreement, “Third Party Expenses” means all fees and expenses (1) incurred by or on behalf of Seller (whether or otherwise required to be paid by (including, as applicable, expenses of stockholders of the Company or other parties to whom the Company has a reimbursement or similar obligation) the Company (or any of its successors), and (2) not paid as of immediately or payable prior to to, at or at after the First Effective Time, in each case Closing) in connection with this Agreement, the Mergers Agreement and the other transactions contemplated herebyContemplated Transactions, including: (i) all legal, accounting (including the Incurred Audit Costs)accounting, financial advisory, investment banking, consulting, finders’ and all other fees and expenses of third parties incurred by or on behalf of or otherwise required to be paid by the Company Seller in connection with the negotiation and effectuation of the terms and conditions of this Agreement Agreement, the Ancillary Documents, the Dissolution and the transactions contemplated herebyContemplated Transactions; (ii) any bonus, severance, retention, change-in-control payments, accelerated commissions, commissions or similar payment obligations (including payments with either “single-trigger” or “double-trigger” provisions) of the Company to Employees Personnel resulting from, or in connection with, the transactions contemplated herebyContemplated Transactions; and (iii) any payments in connection with any change in control, corporate transaction or similar obligations or Liabilities to third-parties arising under a Contract entered into by the Company at or prior to the Closing for any reason as a result of resulting from, or in connection with the Mergers or with, any of the other transactions contemplated by this AgreementContemplated Transactions, including or any payment or consideration arising under or in relation to obtaining any consentconsents, waiver waivers or approval approvals of any party under any Contract as may be are required in connection with the Contemplated Transactions for any such Contract to remain in full force and effect following the Closing; and (iv) the costs and expenses Closing or resulting from any assignment of any Contract, or rights or interests therein, or any agreed-upon modification or early termination of any Contract resulting from, or in connection with, any of the Company D&O Tail Policy to the extent not paid by the Company prior to the Closing Date; provided that, for the avoidance of doubt, Third Party Expenses (A) shall not include any bonus, severance, change-in-control payments, commissions or other similar amounts that become due and payable after the Closing (including pursuant to any “double-trigger” provisions) that the Company is obligated to pay as a result of the change of control of the Company at Closing, (B) shall exclude Closing Indebtedness and Closing Net Working Capital and (C) shall not include any fees or expenses to the extent paid by the Company prior to the Closing. For the avoidance of doubt, no fees and expenses shall be double counted when calculating Third Party Expenses and no fees and expenses shall be counted as Third Party Expenses to the extent otherwise taken into account in Closing Net Working Capital or IndebtednessContemplated Transactions.

Third Party Expenses. (a) Whether or not the Mergers are Merger is consummated, except as expressly set forth herein, each party shall be responsible for its own expenses and costs that it incurs (and whether paid prior to, at or after the First Effective Time or the Second Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, “Third-Party Expenses” means, and the Securityholders Company shall be responsible for all Third Party Expenses, which will be payable pursuant to a dollar-for-dollar adjustment to the Estimated Cash Consideration otherwise payable hereunder. For purposes of this Agreement, “Third Party Expenses” means all fees and expenses (1) incurred by or on behalf of or otherwise required to be paid by (including, as applicable, expenses of stockholders of the Company or other parties to whom the Company has a reimbursement or similar obligation) the Company (or any of its successors), and (2) not paid as of immediately Subsidiary prior to the Effective Time (and whether paid prior to, at or at after the First Effective Time, in each case ) in connection with this Agreement, the Mergers Related Agreements, the Merger and the other transactions contemplated hereby, includinghereby that consist of the following: (i) all legal, accounting (including the Incurred Audit Costs)accounting, financial advisory, investment banking, consulting, finders’ finders and all other fees and expenses of third parties providing services in connection with this Agreement and the transactions contemplated hereby that are incurred by or on behalf of or otherwise required to be paid by the Company or any Subsidiary in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby; (ii) any “single trigger” bonus, severance, change-in-control payments, accelerated commissions, payments or similar payment obligations (including payments with “single-trigger” provisions) of the Company or any Subsidiary to Employees resulting from, or in connection with, the transactions contemplated hereby; (iii) the maximum amount of premiums, Taxes, costs, fees or payments payable to brokers, finders, financial advisors, investment bankers, and insurers, or similar Persons notwithstanding any payments escrows or Liabilities to third-parties arising under a Contract entered into by the Company at or prior to the Closing for any reason as a result of or other contingencies in connection with the Mergers or any of the other transactions contemplated by this Agreementhereby, including any payment or consideration arising under or in relation to any consent, waiver or approval of any party under any Contract as may be required for any such Contract to remain in full force and effect following connection with the ClosingCompany D&O Tail Policy; and (iv) 50% of any filings fees in connection with the costs transactions contemplated by this Agreement or any Related Agreement, including under the HSR Act; provided, however, Third-Party Expenses shall exclude (A) all retention payments payable or equity awards granted by Buyer pursuant to the terms of any Offer Letter or other post-Closing employment arrangement with Buyer (or its designated Affiliate), (B) all fees and expenses of third parties incurred by Buyer and Merger Sub in connection with the Company D&O Tail Policy negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby (excluding the filing fee under the HSR Act), (C) any severance payments payable to any Non-Continuing Employees who did not receive an offer of employment from Buyer within fifteen (15) Business Days of the extent not paid by the Company prior Agreement Date, (D) any compensation, benefits or compensatory payments made to the any Continuing Employees post-Closing Date; provided that, for the avoidance of doubt, Third Party Expenses (A) shall not include any bonus, severance, change-in-control payments, commissions or other similar amounts that become due and payable after the Closing (including pursuant to their respective employment arrangements with Buyer (or its designated Affiliate) or at Buyer’s (or its designated Affiliate’s) direction, (E) any compensation pursuant to “double-trigger” provisions) that arrangements triggered by actions of Buyer after the Company is obligated to pay as a result of the change of control of the Company at ClosingClosing Date, (BF) shall exclude Closing Indebtedness and Closing Net Working Capital all Transaction Payroll Taxes and (CG) shall not include 50% of any filings fees in connection with the transactions contemplated by this Agreement or expenses to any Related Agreement, including under the extent paid by the Company prior to the ClosingHSR Act. For the avoidance of doubt, no fees and expenses shall be double counted when calculating Third Third-Party Expenses and no fees and expenses shall be counted as Third Party Expenses to the extent otherwise taken into account in Closing Net Working Capital or IndebtednessExpenses.