Excess Third Party Expenses shall have the meaning specified in Section 3.9 of the Agreement.
Excess Third Party Expenses shall have the meaning ascribed to such term in Section 5.4 hereof.
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.
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.
Any Excess Option Adjustment Costs that are not included in the Closing Consideration Third Party Expense Adjustment Amount shall be treated as Excess Third Party Expenses.
These Regulations shall not apply in a case to the extent that they are incompatible with any order made by a court under Article 27 of the Law concerning contact with children in the care of the Committee.
Any disputes with respect to Excess Third Party Expenses, Excess Debt Payment and/or Excess Change of Control Payment shall be resolved in accordance with Articles 10, 11 and 13.2 hereof.
More Definitions of Excess Third Party Expenses
Excess Third Party Expenses shall have the meaning set forth in SECTION 6.7.
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 shall have the meaning set forth in Section 5.4.
Excess Third Party Expenses means any Third Party Expenses payable by the Company in excess of the Estimated Third Party Expenses, if any.
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.A. (or other institution acceptable to Parent and the Securityholder Agent (as defined in Section 7.2(h) below)), as Escrow Agent (the “Escrow Agent”), such deposit to constitute an escrow fund (the “Escrow Fund”) to be governed by the terms set forth herein and at Parent’s cost and expense. The Escrow Amount shall be available to compensate Parent, its officers, directors, or affiliates (including the Surviving Corporation) for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recovery under this Article VII. Parent and the Company each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the Total Transaction Value. The Escrow Agent may execute this Agreement following the date hereof and prior to the Closing, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. Notwithstanding any provision of this Agreement to the contrary, after the Effective Time no party shall be entitled to indemnification or to obtain any proceeds from the Escrow Fund or to otherwise recover any amount unless and until one or more Officer’s Certificates (as defined in Section 7.2(e) below) identifying Losses initially each in excess of $20,000 and together in the aggregate in excess of $200,000 (the “Basket Amount”) has or have been delivered...
Excess Third Party Expenses means the amount of reasonable and documented Third Party Expenses paid or payable by the Company in excess of $1,100,000, plus any Third Party Expenses paid or payable by the Company that are not reasonable and documented.
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.