Shut Down Costs Sample Clauses
Shut Down Costs. After the Closing, Global and Buyer shall take reasonable measures to minimize the amount of any Shut Down Costs and, to the extent that the Companies had not entered into binding commitments with respect to any particular Shut Down Cost prior to the Closing, Global and Buyer shall obtain the Parent’s consent (which shall not be unreasonably withheld or delayed) with respect to any Shut Down Cost that individually or in the aggregate exceeds $100,000. In the event that Buyer or the Companies reasonably determine that the Companies are not obligated to pay any Sellers’ Closing Costs or Shut Down Costs within 18 months following the Closing Date which have reduced the Cash Portion of the Purchase Price pursuant to Article II, such amounts shall be paid to the Parent promptly in cash after such determination is made.
Shut Down Costs. Holdings shall reimburse YPC for any costs --------------- relating to terminating any of YPC's functions in connection with the Contributions, not to exceed $500,000 (exclusive of severance costs set forth in Section 4(j)).
Shut Down Costs. (i) This Section 2.08(g) shall apply following termination of the Processing Agreement. The date on which such termination occurs is referred to as the “▇▇▇ Date”.
(ii) Purchaser shall keep a record of all Shut-Down Costs incurred by the Company after the ▇▇▇ Date (the “Shut-Down Cost Statement”). Purchaser shall present Seller the Shut-Down Cost Statement no later than six months after the ▇▇▇ Date. If Seller does not challenge the Shut-Down Cost Statement, then Seller shall promptly pay Purchaser 50% of the Shut-Down Costs by wire transfer to the bank account designated in writing by Purchaser.
(iii) Upon receipt of the Shut-Down Cost Statement, Seller may submit written notice of its disagreement with the categorization and calculation of Shut-Down Costs (a “Shut-Down Cost Dispute Notice”) to Purchaser. The Shut-Down Cost Dispute Notice shall (i) specify in reasonable detail the reason for any disagreement so asserted and (ii) only include disagreements based on mathematical errors or based on the Shut-Down Costs not being calculated in accordance with the terms of this Agreement. During the 20-day period following the delivery of a Shut-Down Cost Dispute Notice, Seller and Purchaser shall seek in good faith to resolve in writing the disputed items or amounts specified in the Shut-Down Cost Dispute Notice. During such period, Seller and its auditors shall have access to the work papers, schedules and calculations of Purchaser and Purchaser’s auditors, if any, subject to execution by Seller (and such other parties as Purchaser’s auditors may require) of any documentation as Purchaser’s auditors may require. If Purchaser and Seller are able to resolve their disagreements during the 20-day period, then Seller shall promptly pay Purchaser 50% of the agreed-upon amount (if any) by wire transfer to the bank account designated in writing by Purchaser.
(iv) At the end of such 20-day period, if Seller and Purchaser are not able to settle their disagreement, then the parties shall follow the settlement and dispute resolution procedures outlined in Sections 2.08(c)(iv), 2.08(c)(v) and 2.08(c)(vi), with all references to “Earn-Out Statement” replaced with references to the “Shut-Down Cost Statement”, and the 30-day period for the Accounting Firm to reach its decision replaced with a 20-day period. Seller shall promptly pay Purchaser 50% of the revised Shut-Down Cost Statement amount by wire transfer to the bank account designated in writing by Purchaser (adding or ...