Third Party Expenses Sample Clauses
The Third Party Expenses clause defines how costs incurred from external vendors or service providers, which are necessary for fulfilling the contract, are handled between the parties. Typically, this clause specifies whether such expenses require prior approval, how they are documented, and who is responsible for payment or reimbursement. Its core function is to allocate financial responsibility for third-party costs, ensuring transparency and preventing disputes over unexpected or unauthorized expenditures.
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Third Party Expenses. All third party expenses incurred in providing the Additional Services will be billed to the Adviser, including, but not limited to, expenses related to security reference data, portfolio risk metrics, valuation leveling and/or similar data provided by third party suppliers. For third party suppliers from which the Trust receives services as part of an existing ALPS relationship or agreement, the Adviser will be billed the amount attributable to the services it received, calculated before application of any discount that ALPS may receive as part of its overall relationship with the supplier (if applicable). All expenses in which a third party supplier does not have an established relationship with ALPS will be billed to the Adviser as incurred.
Third Party Expenses. (a) Whether or not the 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 Effective Time) with respect to the negotiation, execution, delivery and performance of this Agreement. Without limiting or expanding the foregoing, the Company shall be responsible for all fees and expenses incurred by or on behalf of the Company or any Subsidiary (and whether paid prior to, at or after the Effective Time) in connection with this Agreement, the First 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 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, commission, 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 or 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); (iv) any Transaction Payroll Taxes associated with amounts paid on or about the Closing Date; and (v) any payments in connection with any change in control obligations resulting from or in connection with the Mergers or any of the transactions contemplated by this Agreement, or any payment or consideration (including, without limitation, the payment of a consent fee, “profit sharing” payment or other conside...
Third Party Expenses. Neither the Company nor any Subsidiary has incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions, fees related to investment banking or similar advisory services or any similar charges in connection with the Agreement or any transaction contemplated hereby, nor will Parent or the Surviving Corporation incur, directly or indirectly, any such liability based on arrangements made by or on behalf of the Company.
Third Party Expenses. Unless specified otherwise in an Order Form, the Customer will reimburse the Company for all third-party expenses incurred by the Company in providing PeoplesHR Professional Services and PeoplesHR Support, including travel and accommodation expenses for visits to the Customer premises. The Company will seek the Customer’s consent before incurring any expense under this clause and will provide reasonable supporting details of all such expenses on its invoices.
Third Party Expenses. “Third Party Costs” means the actual documented costs associated with subcontractors (including Approved CROs) and other Third Party expenses, including Project-specific reagents, instrumentation costs and laboratory costs, incurred by Zymeworks with respect to the Research Program (collectively, “Third Party Expenses”). With respect to each Research Plan, Third Party Expenses shall not exceed […***…] U.S. Dollars ($[…***…]) per month during the conduct of such Research Plan, in each case unless otherwise agreed by Lilly in writing (such agreement not to be unreasonably withheld).
Third Party Expenses. The Company shall use all commercially -------------------- reasonable efforts to cause all Third Party Expenses to be determined and invoiced to the Company prior to the Closing.
Third Party Expenses. Except as otherwise provided in this Agreement, each party shall be responsible for its own expenses and costs that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement and the Related Agreements; provided, however, that all Third Party Expenses that are unpaid at the Closing shall be reflected in the calculation of Closing Net Working Capital.
Third Party Expenses. Three days prior to the scheduled Closing Date, the Company shall provide Parent a statement setting forth in reasonable detail a full and complete summary of all Third Party Expenses incurred by the Company certified as to its accuracy and completeness by the Company’s Chief Financial Officer and Chief Executive Officer.
Third Party Expenses. In addition to the fees for Routine Services and Extraordinary Services provided above, Viasys shall pay the costs of all services provided by outside providers to or for the benefit of the Viasys Group, as well as all out-of-pocket costs incurred in connection with the provision of such services. If any member of the Viasys Group is billed by the provider directly, Viasys shall pay the bill directly. If any member of the Thermo Electron Group is billed f▇▇ ▇uch services, Thermo Electron may pay the bill and charge Viasys the amount of the bill or forward the bill to ▇▇▇▇ys for payment by Viasys.
Third Party Expenses. In the event that the Division and/or the Office engage third-party Consultants for assistance in the initial development and approval of the Program, each entity agrees not to seek reimbursement of expenses for such third-party expertise as contemplated by Utah Code § 54-17-903(2)(b)(i)(A) in an amount in excess of $100,000 for each entity.