Business Closure Costs definition

Business Closure Costs means any (i) costs and expenses incurred by Seller, ROC or their respective Affiliates in connection with the Business Closure during the Business Closure Period, including any costs of complying with Seller’s covenants under this Agreement (except as otherwise provided herein) and any other Liabilities, termination fees under applicable Contracts, withdrawal liabilities associated with the termination of collective bargaining agreements, and expenses of Seller, ROC, their respective Affiliates and their respective Representatives, (ii) carrying costs in respect of the Assets during the Business Closure Period, and (iii) costs and expenses associated with the maintenance and operation of the Business and the Property incurred during the Business Closure Period, including management fees, payroll, trade payables, licensing and other fees, and insurance premiums; provided, however, that Business Closure Costs shall not include (A) any costs or expenses of any nature incurred as a result of, in connection with, or arising out of the breach of this Agreement or any other Transaction Document or the gross negligence or willful misconduct of Seller, ROC, any of their respective Affiliates or any Representative of any of the foregoing, (B) any federal, state or local income Taxes of any kind, whether arising from or attributable to ordinary income, capital gains, or otherwise, (C) any costs or expenses incurred in connection with the removal of Excluded Assets other than the Personal Property, (D) any payment due to Buyer pursuant to Section 7.9(c), or (E) any costs or expenses that are not bona fide out-of-pocket expenses payable to third parties, with the effect that none of Seller, ROC or any of their respective Affiliates shall be compensated for any services performed in connection with the Business Closure.
Sample 1

Examples of Business Closure Costs in a sentence

  • Notwithstanding anything to the contrary contained herein, upon the seventy-two (72)-month anniversary of the Asset Closing Date, any party may instruct Escrow Agent to promptly release to Buyer any and all amounts remaining in the Business Closure Escrow Account, irrespective of whether any amounts therein have been reserved or earmarked by Seller for Deferred Business Closure Costs.

  • The Business Closure Escrow Amount shall be used solely to satisfy the Business Closure Costs incurred in accordance with this Agreement, including Reserved Business Closure Costs and Deferred Business Closure Costs.

  • Upon written notice from Seller that all Business Closure Costs incurred by Seller have been satisfied, which Seller shall provide promptly after all Business Closure Costs have been satisfied, the parties hereto shall instruct the Escrow Agent to promptly release the amount remaining in the Business Closure Escrow Account, if any, to Buyer, pursuant to the terms of the Escrow Agreement.

  • Business Closure Costs The professional and administrative costs of winding-up theCompany or applying for it to be struck off the register following termination of the Scheme, as well as the cost of meeting any Liabilities required to achieve this.Business Day A day, other than a Saturday or a Sunday, on which banks areopen for general business in London.

Related to Business Closure Costs

  • Current closure cost estimate means the most recent of the estimates pre- pared in accordance with § 265.142 (a), (b), and (c).

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Books Closure Date means the date and time to be determined by the Manager on which the register of Unitholders will be closed for the purpose of determining the entitlements of Unitholders to a Distribution;

  • Post-closure plan means a plan indicating the actions to be taken for the care, maintenance, and monitoring of the Development after closure, that will prevent, mitigate, or minimize the threat to public health and the environment;

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Commissioning Date means that date when construction of the contemplated Project is complete, and the Maintenance Term commences;

  • Business Case means the written reasoning behind the initiation of a Procurement Project, prepared in the form set out in Part 1 of the Procurement Project Plan at Appendix A of the Procurement Project Planning Protocol.

  • Financial Closure means compliance with the requirements under Article 3.1 of this Agreement;

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • Cure Costs means with respect to any Assumed Contract, the Liabilities that must be paid or otherwise satisfied to cure all monetary defaults under such Assumed Contract to the extent required by Section 365(b) of the Bankruptcy Code.

  • Target Completion Date has the meaning given such term in Section 3.3(b).

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • service delivery and budget implementation plan means a detailed plan approved by the executive mayor of a municipality in terms of section 53(l)(c)(ii) of the MFMA for implementing the municipality's delivery of municipal services and its annual budget, and which must indicate

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • General air quality operating permit or "general permit" means an air quality operating permit that meets the requirements of ARM 17.8.1222, covers multiple sources in a source category, and is issued in lieu of individual permits being issued to each source.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Closure plan means the plan for closure prepared in accordance with the requirements of § 265.112.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Financial Closure or Project Financing Arrangements means the agreements pursuant to which the SPG has sought financing for the Power Project including the loan agreements, security documents, notes, indentures, security agreements, letters of credit and other documents, as may be amended, modified, or replaced from time to time, but without in anyway increasing the liabilities of JDVVNL.

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.