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 reasonable third party expenses incurred in providing the Additional Services will be billed to the Adviser, including, but not limited to, liquidity services fees, 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 the Trust 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 Merger is consummated, 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, other than the Securityholder Representative to the extent the Securityholders are responsible for such amounts pursuant to this Agreement or any Securityholder Representative Engagement Agreement. Without limiting or expanding the foregoing, the Company shall be responsible for all Third Party Expenses. For purposes of this Agreement, “Third Party Expenses” means all fees and expenses incurred by or on behalf of the Company or any Subsidiary (whether or not paid or payable prior to, at or after the Effective Time) 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 or on behalf of 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; (ii) any bonus, severance, change-in-control payments, accelerated commissions, or similar payment obligations (including payments with either “single-trigger” or “double-trigger” provisions (other than “double-trigger” provisions in Contracts Made Available and set forth in the Disclosure Schedule)) of the Company or any Subsidiary to Employees resulting from, or in connection with, the transactions contemplated hereby (in each case, that are adopted by the Company (and not Acquiror or any of its Affiliates) at or prior to the Closing); (iii) any termination, pre-payment, balloon or similar fees or payments (including penalties) of the Company or any Subsidiary arising under any Contract entered into by the Company or any of its Subsidiaries at or prior to the Closing or resulting from the early termination of Contracts, in each case, resulting from, or in connection with, the transactions contemplated hereby (it being understood that this clause (iii) shall not include any amounts included in Closing Indebtedness); (iv) any payments in connection with any change in control obligations resulting from or in connection with the Merger or any of the transactions contemplated by this Agreement, or any payment or consideration arising under or in relation to obtaining an...
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. All third party expenses incurred in providing the Additional Services will be billed to the Fund, 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 Fund receives services as part of an existing ALPS relationship or agreement, the Fund 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 Fund as incurred.
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 incurred by the Company or any Subsidiary shall be deducted from the Total Cash Consideration payable hereunder in respect of the outstanding shares of Company Capital Stock pursuant to the adjustments contemplated by the definition of Total Cash Consideration.
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 unpaid 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 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.
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.