Excess Third Party Expenses definition

Excess Third Party Expenses has the meaning specified in Section 4.7.

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Excess Third Party Expenses shall have the meaning set forth in Section 6.10 of this Agreement.

Excess Third Party Expenses means any Third Party Expenses payable by the Company in excess of the Estimated Third Party Expenses, if any.

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.
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.
If the Merger is consummated, all Excess Third Party Expenses incurred by the Company shall reduce the Cash Consideration (on a dollar-for-dollar basis) payable by Parent pursuant to Section 1.6(a) hereof.
HBC shall have the right to require that the Excess Third Party Expenses be paid to it from (i) from the Escrow Fund, or (ii) from the Stockholders directly based on their respective Pro Rata Percentage.

More Definitions of Excess Third Party Expenses

Excess Third Party Expenses shall have the meaning set forth in Section 5.7.

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 $900,000.

Excess Third Party Expenses means the extent to which the Company’s Third Party Expenses exceed an aggregate of $275,000; 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.

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). Nothing herein shall limit the liability of Parent or the Company for any breach of any representation, warranty or covenant if the Merger does not close. The Company Shareholders shall not have any right of contribution from the Company or Parent with respect to any Loss pursuant to this Article VII. -42- (b) Escrow Fund. At the Effective Time, the Company Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount without any act of any Company Shareholder. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any Company Shareholder, will be deposited with U.S. Bank Trust, N.

Excess Third Party Expenses out of the Escrow Fund pursuant to Article VIII hereof. No Third Party Expenses shall be incurred by the Sellers on behalf of the Company or its Subsidiaries after the Closing Date without the express prior written consent of Purchaser. All Third Party Expenses shall have been paid prior to the Closing.

Excess Third Party Expenses means the amount by which the Company’s Third Party Expenses exceed $2,270,000; provided that Excess Third Party Expenses shall be reduced to the extent the Company’s 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. A Loss recoverable by a Parent Indemnified Party pursuant to this Article VII shall be reduced by (or if already paid by the Company Stockholders and holders of assumed Company Options, shall be promptly repaid to the Escrow Fund (or directly to the Company Stockholders and holders of assumed Company Options if the Escrow Fund has been distributed) in the amount of) any recoveries by the Parent Indemnified Party pursuant to (a) any insurance recovery (net of any increase in premiums and any associated costs and expenses), or (b) other payments received from third parties (net of any associated costs and expenses).

Excess Third Party Expenses means Third Party Expenses incurred by the Company that are not reflected on the Statement of Expenses, and, therefore, are not part of the Third Party Expense Adjustment Amount, if any.