Third Party Expenses definition

Third Party Expenses has the meaning ascribed to it in Section 5.5.

Third Party Expenses has the meaning set forth in Section 6.5.

Third Party Expenses shall have the meaning set forth in Section 9.3(c).

Examples of Third Party Expenses in a sentence

• Whether or not the Merger is consummated, all fees and expenses incurred in connection with the Merger including, without limitation, all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties ("Third Party Expenses") incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby, shall be the obligation of the respective party incurring such fees and expenses.

• Schedule 2.19 sets forth the Company's current reasonable estimate of all Third Party Expenses (as defined in Section 5.4) expected to be incurred by the Company in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby.

• All fees and expenses incurred in connection with the proposed Merger, including all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties ("Third Party Expenses") incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby, shall be the obligation of the respective party incurring such fees and expenses.

• Whether or not the Merger is consummated, all fees and expenses incurred in connection with the Merger including all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties ("Third Party Expenses") incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby, shall be the obligation of the respective party incurring such fees and expenses.

• In the event that termination of a 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees, then such charges and/or fees shall be included in Third Party Expenses and shall be the responsibility of the Company, and the Company shall take such actions as are necessary to reasonably estimate the amount of such charges and/or fees and provide such estimate in the Statement of Expenses.

More Definitions of Third Party Expenses

Third Party Expenses means all fees and expenses incurred in connection with the Merger, including all legal, accounting, financial advisory, consulting and other fees and expenses of third parties incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the Transactions, which such fees and expenses have been accrued or prepaid as of the Effective Time (as set forth on the Closing Certificate).

Third Party Expenses means expenses relating to (i) services provided by Affiliates of the Borrower, including administrative services, investment management services, data processing services, legal services and any other amounts incurred under any of the Affiliated Services Agreements and (ii) third party services including accounting services, actuarial services, legal services, management of the Borrower, custodial or trustee services and wages for, and reimbursable expenses of any, outside director of the Borrower, pursuant to the Reinsurance Agreement, and any other amounts incurred under any Third Party Service Agreement.

Third Party Expenses means, regardless of when incurred, all fees and expenses incurred in connection with the transactions contemplated by this Agreement including, without limitation, all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby, and all payroll taxes, if any, related to the Purchase Price.

Third Party Expenses means, without duplication, all fees and expenses incurred by or on behalf of the Company or any Subsidiary in connection with this Agreement, the Merger and the other transactions contemplated hereby, including (i) all legal, accounting, financial advisory, consulting, finders and all other fees and expenses of third parties incurred by the Company or any Subsidiary in connection with the negotiation and effectuation of the terms and conditions of this Agreement, the Merger and the other transactions contemplated hereby (excluding the reasonable and customary fees and expenses incurred by or on behalf of the Company in connection with the Company’s 2011 financial audit), (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 Merger and the other transactions contemplated hereby (it being understood that this clause (ii) shall not include any amounts included in Closing Indebtedness), (iii) any bonus, change-in-control payments or similar payment obligations (including payments with either “single-trigger” or “double-trigger” provisions triggered at or prior to Closing) of the Company or any Subsidiary resulting from the consummation of the Merger and the other transactions contemplated hereby, (iv) any severance paid or payable to an employee of the Company or any Subsidiary who received an offer of employment from Parent or one if its Subsidiaries in accordance with Section 5.9(d) but did not accept such offer of employment prior to the Effective Time, (v) any amounts owing under Transaction Bonus Agreements, and (vi) any payments to third parties under any Contract of the Company or any Subsidiary triggered by the Merger or any other transactions contemplated hereby, or any payment or consideration arising under or in relation to obtaining any consents, waivers or approvals of any third party under any Contract of the Company or any Subsidiary required to be obtained in connection with the Merger or any other transactions contemplated hereby in order 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, other than the BO Agreement.

Third Party Expenses shall have the meaning set forth in Section 5.4.

Third Party Expenses is defined in Section 3.2.

Third Party Expenses has the meaning set forth in Section 4.21.