Third Party Expenses definition

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

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

Third Party Expenses means all third party fees, costs and expenses incurred in connection with this Agreement, the Merger and the transactions contemplated hereby, including all legal, accounting, financial advisory, banking, consulting and all other fees and expenses of third parties incurred by a party, including its board of directors or stockholders to the extent such party is liable for such fees, in connection with the negotiation and effectuation of the terms and conditions of this Agreement, the Merger and the transactions contemplated hereby.

Examples of Third Party Expenses in a sentence

• The Company shall use commercially reasonable efforts to obtain an invoice from each advisor or other service provider to the Company (other than any current employee, director or officer of the Company), in each case dated no more than one Business Day prior to the Closing Date, with respect to all Closing Third-Party Expenses estimated to be due and payable to such advisor or other service provider as of the Closing Date.

• For the avoidance of doubt, no payment is required for any Approved Third-Party Expenses under this Agreement if such Approved Third-Party Expenses are properly accrued in accordance with Section 7.15 of the Company LLC Agreement, and any Approved Third-Party Expenses that are deemed paid pursuant to Section 7.15 of the Company LLC Agreement shall be deemed paid pursuant to this Agreement.

• Manager acknowledges and agrees that to the extent any Approved Third-Party Expenses are not included in an Approved Program and Budget, such Approved Third-Party Expenses may not be incurred unless (and then only to the extent) expressly approved by Specified Approval.

• The Management Fee and detail of Approved Third-Party Expenses as of the Effective Date are set forth on Schedule D.

• As of the Effective Date, the Approved Third-Party Expenses for the Services are set forth on Schedule A-2, and shall not exceed an aggregate amount of (a) for the period from the Effective Date through December 31, 2024, [Redacted — commercially sensitive information] divided by 365, then multiplied by the number of days between the Effective Date and December 31, 2024, and (b) for the period from January 1, 2025 through December 31, 2025, [Redacted — commercially sensitive information].

More Definitions of Third Party Expenses

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 shall have the meaning set forth in SECTION 6.7.

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 means all legal, accounting, financial advisory, investment banking, 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;

Third Party Expenses means expenses incurred, or to be incurred through the Effective Time, by the Company in connection with this Agreement or the transactions contemplated hereby, including, without limitation, all legal, accounting, investment banking, broker, financial advisory, consulting and all other fees and expenses of third parties.

Third Party Expenses means all fees and expenses incurred in connection with the Mergers, 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 this Agreement and the transactions contemplated hereby, as well as the legal, accounting and investment banking fees and expenses of the Company incurred in connection with its abandoned public offering.

Third Party Expenses is defined in Section 3.2.