Excess Third Party Expenses definition

Excess Third Party Expenses shall have the meaning set forth in Section 6.10 of this Agreement.
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Excess Third Party Expenses shall have the meaning set forth in Section 5.18.
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Excess Third Party Expenses shall have the meaning ascribed to such term in Section 4.5 hereof.
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Examples of Excess Third Party Expenses in a sentence

  • Notwithstanding anything contained herein to the contrary, the Basket will not be applicable to, and all such claims shall be indemnified from the first dollar of Loss, incurred (i) by Parent for Excess Third Party Expenses or (ii) by any indemnitee for claims arising from actual fraud, willful misrepresentation or willful misconduct.

  • Notwithstanding anything contained herein to the contrary, the Basket will not be applicable to (i) claims related to Excess Third Party Expenses or (ii) claims arising from fraud, willful misrepresentation or willful misconduct.

  • For purposes of this Agreement, the term “Excess Third Party Expenses” means the extent to which the Company’s Third Party Expenses exceed an aggregate of $2,000,000; provided that Excess Third Party Expenses shall be reduced to the extent Third Party Expenses have caused an adjustment to the Total Transaction Value pursuant to Section 1.6(a).

  • The Excess Third Party Expenses shall be subject to the indemnification provisions of Article VII and shall not be limited by or count towards the Basket Amount.

  • Parent shall be entitled to indemnification for Excess Third Party Expenses, in accordance with Section 7.2(a)(v), which amounts shall be paid out of the Escrow Amount and shall not be limited by the Basket Amount.


More Definitions of Excess Third Party Expenses

Excess Third Party Expenses shall have the meaning set forth in Section 5.7.
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Excess Third Party Expenses means the amount of Third Party Expenses paid or payable by the Company as of the Closing Date in excess of the sum of (i) $300,000 and (ii) the actual amount of insurance proceeds received by the Company for reimbursement of reasonable attorney’s fees and costs incurred by the Company relating to the Special Circumstances and incurred prior to the Effective Time, up to maximum total of $225,000.
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Excess Third Party Expenses means any Third Party Expenses in excess of the Estimated Third Party Expenses, if any.
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Excess Third Party Expenses means the extent to which the Company’s Third Party Expenses exceed an aggregate of $5,350,000; provided that Excess Third Party Expenses shall be reduced to the extent Third Party Expenses have caused an adjustment to the Total Transaction Value pursuant to Section 1.6(a). In determining whether a breach of any representation, warranty or covenant has occurred, any materiality or knowledge standard contained in a representation, warranty or covenant shall be taken into account; provided however, that in determining the amount of any Losses attributable to a breach, any materiality or knowledge standard contained in a representation, warranty or covenant shall be disregarded.
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Excess Third Party Expenses means the amount by which the Third Party Expenses exceed $2,500,000.
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Excess Third Party Expenses means the amount, if any, by which Estimated Third Party Expenses, as reflected on the Closing Date Working Capital Statement (regardless of whether or not any such Estimated Third Party Expenses also have the effect of increasing the Working Capital Deficit), exceed $1,750,000. If such Estimated Third Party Expenses are less than or equal to $1,750,000, Excess Third Party Expenses shall equal zero.
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Excess Third Party Expenses means the extent to which amounts paid by the Company for Third Party Expenses exceed an aggregate of $650,000, or exceed $340,000 in the case of amounts paid on account of the Fechtor, Xxxxxxxx & Co., Inc. claim
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