Settlement Cost definition

Settlement Cost as defined in Section 11.3(c). ----------------- "Shareholders Agreement"--as defined in Section 10.3(e). ------------------------ "Supplemental Buyer Disclosure Letter"--as defined in Section 7.7. -------------------------------------- "Supplemental Company Disclosure Letter"--as defined in Section 6.7. ---------------------------------------- "Surviving Corporation"--as defined in Section 2.1. ----------------------- "Tax"--any income, capital gains, federal, state, local, foreign, other net ----- income, gross income, ad valorem, lease, service, service use, payroll, severance, premium, windfall profits, customs, duties or other taxes, fees, charges, interest, additions to tax, license, gross receipts, net worth, capital stock, profits, stamp, occupation, transfer, value added, excise, franchise, sales, use, property, employment, unemployment, disability, withholding, social security and workers' compensation taxes and estimated income and franchise tax payments, and interest, penalties, fines, costs and assessments. "Tax Return"--any return (including any information return), report, ------------ statement, schedule, notice, form, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance with any Legal Requirement relating to any Tax.
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Settlement Cost means the amount that would be required to be paid by the Company to close out, settle and relieve the Company from all obligations under a Hydrocarbon Hedge Contract under which the Company has an unrealized m▇▇▇-to-market loss, and (ii) “Settlement Benefit” means the amount that the Company would be entitled to receive upon the close out and settlement of a Hydrocarbon Hedge Contract under which the Company has an unrealized m▇▇▇-to-market gain. On the third Business Day preceding the Closing Date, the Company will obtain and furnish to Parent a written statement from the counterparty to each Hydrocarbon Hedge Contract then outstanding stating the Settlement Cost or the Settlement Benefit under such Hydrocarbon Hedge Contract as of the close of business on the fourth Business Day preceding the Closing Date. The Company may propose to Parent an alternative means of determining Settlement Cost or Settlement Benefit, and if in the reasonable judgment of Parent exercised in good faith, such alternative means is feasible and may be executed within the same time frame, and achieves exactly the same economic result with no residual exposure or liability to the Company, as settlement through the Hydrocarbon Hedge Contract counterparties, the alternative means proposed by the Company will be utilized for determining Settlement Cost or Settlement Benefit. In the event the sum of the Settlement Costs exceeds the sum of the Settlement Benefits for all of the Hydrocarbon Hedge Contracts outstanding as of the close of business on the fourth Business Day preceding the Closing Date, the amount of the excess shall constitute the “Closing Date Hedge Liability.” In the event the sum of the Settlement Benefits exceeds the sum of the Settlement Costs for all of the Hydrocarbon Hedge Contracts outstanding as of the close of business on the fourth Business Day preceding the Closing Date, the amount of the excess shall constitute the “Closing Date Hedge Asset.”
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Settlement Cost means, with respect to the Litigation, all Damages (as defined in Section 10.1 hereof) paid or payable by or on behalf of the Partnership after the date hereof, including without limitation any Present Value Royalties (as defined, it being agreed that the Present Value Royalties shall equal $0 with respect to any royalty-free cross-licensing arrangement). For purposes hereof, "Present Value Royalties" shall mean, as of the date of the Litigation Termination, the present value (based upon a discount rate of 9.5% per annum) of all royalties payable by the Partnership in connection with future sales of allegedly infringing products, it being agreed that if such royalty payments are to be based on the Partnership's revenues from sales or number of units sold of allegedly infringing products, the amount of such revenues or the number of units sold during each remaining year of the relevant patent(s) or otherwise applicable royalty period shall be deemed to equal the actual revenues generated from the Partnership's sales, or the actual number of units sold (whichever may be applicable), of allegedly infringing products during the 12-month period ending on the last day of the second month preceding the date of the Litigation Termination. For purposes hereof, "Final Adjudication" shall mean an order, judgement, ruling or decree finally terminating the Litigation issued and entered by any court from time to time having jurisdiction over the Litigation that has not been reversed, stayed, modified or amended and as to which the time to appeal or petition for reargument, rehearing or certiorari has expired, and as to which no appeal, reargument, petition for certiorari or rehearing is pending or as to which any right to appeal, reargue, petition for certiorari or seek rehearing has been waived in writing or, if an appeal, reargument, petition for certiorari or rehearing thereof has been denied, the time to take any further appeal or to seek certiorari or further argument or rehearing has expired.
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Examples of Settlement Cost in a sentence

  • If the contracted or the actual aggregate of the costs set forth in Exhibit C will exceed the total estimated costs set forth in CPUC Settlement Cost Cap, CAW shall seek CPUC approval of the costs in excess of the CPUC Settlement Cost Cap.

  • Neither the CAW Loan nor the CAW Credit Line shall increase the CPUC Settlement Cost Cap.

  • Prior health insurance coverage as defined under Section 2701(c) of the Public Health Service Act (42 U.S.C. 300gg(c)).

  • The Claims Administrator shall cause notice to be disseminated to the Settlement Class Members pursuant to the Preliminary Approval Order and the Notice Program as described below and in compliance with all applicable laws, including the Due Process clauses of the United States Constitution and Federal Rules of Civil Procedure Rule 23 and be effectuated pursuant to the provisions set forth below, the costs of which shall be a Settlement Cost.

  • For the avoidance of doubt, in no event will Defendant be obligated to pay more than the Cash Award Fund in total to all Settlement Class Members, not including the incentive award to the Class Representatives (which is a Settlement Cost) and no funds shall revert back to Defendant.

  • Taxes shall be treated as, and considered to be, part of the Settlement Administration Costs and shall be timely paid by the Escrow Agent out of the Settlement Cost Account without prior order from the Court and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to Class Plaintiffs any funds necessary to pay such that may be required to be withheld under Treas.

  • The Settling Parties understand that sufficient funds remain in the Settlement Cost Account to cover the Settlement Administration Costs and have agreed with the Liaison States that the funds in the Settlement Cost Account may be used for these purposes.

  • The Settling Parties further agree that the terms of the settlement agreement between the Settling Defendants and the Liaison States shall govern (i) the disposition of any funds remaining in the Settlement Cost Account after the payment of all Settlement Administration Costs or, conversely, (ii) the allocation of responsibility for any Settlement Administration Costs that are not covered by the funds in the Settlement Cost Account.

  • The Claims Administrator shall cause notice to be disseminated to the Settlement Class Members by direct U.S. mail, pursuant to the Preliminary Approval Order and the Notice Program, as described in Paragraph 4 herein, and in compliance with all applicable laws including, but not limited to, the Due Process clause of the United States Constitution, and to be effectuated pursuant to the provisions set forth below, the costs of which shall be a Settlement Cost.

  • The Settling Defendants previously have each made payments of $750,000 to the Settlement Cost Account established for their settlement of State of Texas, et al.