Shut Down Costs definition

Shut Down Costs means (i) any and all costs and expenses incurred by the Guarantor and any of its subsidiaries in connection with the shut down of the operation and management of the NCLA Business, whether accrued or paid and (ii) all documentary, gross receipts, sales, transfer and use taxes and similar liabilities, if any, resulting directly or indirectly from the transactions contemplated by clause 3.3 and clause 3.4 of this Schedule;
View Source
Shut Down Costs means all non-recurring costs and expenses of Sellers and the Company of the type set forth on Schedule 1.1(c) in the amounts set forth thereon (including office space lease terminations, severance and other employee termination costs and continuing directors and officers insurance coverage for six years to the extent not paid by the Companies prior to Closing), which are directly related to the shut down of the Company’s current headquarters in Chicago, Illinois or actual expenses with respect to change in control provisions in employment agreements with officers of the Companies whose names appear on Schedule 1.1(c), solely to the extent payable by the Company on or after the Closing Date or Buyer prior to, on or after the Closing Date.
View Source
Shut Down Costs means the amount by which the fair market value of the liabilities of Virgin exceeds the fair market value of the assets (including intangible assets) of Virgin measured as of the date of the Change of Control Termination Notice and assuming the operations of Virgin were to be shut down as of such date with all liabilities discharged in full and all assets liquidated, as determined in accordance with generally accepted accounting principles by an independent "Big Five" accounting firm that has not represented either party in the preceding five (5) years, selected by mutual agreement of the parties. If the parties are unable to agree on such accounting firm within thirty (30) days following delivery by Interplay of the Change of Control Termination Notice, each Interplay and VIE Acquisition Group shall each designate any Big Five accounting firm of *Portions omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. their choosing to determine the Shut Down Costs. Within forty-five (45) days after appointment, such accounting firm or firms as are appointed shall determine its initial view as to the Shut Down Costs and, if more than one accounting firm is appointed, consult with one another with respect thereto. Within 75 days after the date of delivery of the Change of Control Notice, the accounting firm, or, if more than one accounting firm is appointed, each accounting firm, shall have determined its final view as to the Shut Down Costs. If more than one accounting firm is appointed: (a) If the difference between the higher of the respective final views of the two accounting firms (the "Higher Shut Down Costs") and the lower of the respective final views of the two accounting firms (the "Lower Shut Down Costs") is less than 10% of the Higher Shut Down Costs, the Shut Down Costs determined shall be the average of those two views, or (b) otherwise, the two accounting firms shall jointly designate a third accounting firm (the "Mutually Designated Firm") to determine the final Shut Down Costs, and within 15 days of such designation, the Mutually Designated Firm shall determine its final view as to the Shut Down Costs (the "Mutual Shut Down Costs") and the final determination of the Shut Down Costs shall be the average of (i) the Mutual Shut Down Costs and (ii) the Higher Shut Down Costs or the Lower Shut Down Costs, whichever is closer to the Mutual Shut Down Costs. Virgin shall provide ...
View Source

Examples of Shut Down Costs in a sentence

  • The net proceeds of any such sale or disposition(s) shall be deducted from and shall reduce the Shut Down Costs by such amount of net proceeds.

  • 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 to be borne by AnGes shall not exceed $1,000,000.

  • After the Effective Date, at the end of each month the Company will submit to SCL for payment a written statement of the amount due in respect of Post-Termination Expenses, Shut Down Costs and Early Redeployment Expenses for which SCL is responsible for as set forth in Article II, and after the NCLA Valuation Date in Article V.

  • All estimated costs of procuring such insurance (to the extent not obtained or paid by the Companies prior to the Effective Date) shall be deemed to be Shut Down Costs.

  • In the event that the unused amounts are insufficient to cover fifty percent (50%) of the Shut Down Costs, Vical may invoice AnGes for any such deficient amount, and AnGes will pay such amounts within thirty (30) days of date of invoice.

  • Schedule 1.1(a) Building Addresses Schedule 1.1(c) Shut Down Costs Schedule 2.6(a) Holders of Funded Indebtedness Schedule 2.6(b) Working Capital Adjustments Schedule 3.2 Title to Shares Schedule 3.3 States of Qualification Schedule 3.4 Subsidiaries Schedule 3.5 Officers and Directors Schedule 3.6 Capital Stock; Title to Shares Schedule 3.7 Options, etc.

  • The Cash Portion of the Purchase Price will be also be adjusted downward by the estimated amount of the Shut Down Costs (whether or not accrued for by the Company) to the extent not paid for by the Company prior to the Closing Date.

  • Notwithstanding the foregoing, Vical may not apply amounts that would otherwise be returned to AnGes hereunder toward the Shut Down Costs, or otherwise require AnGes to pay for fifty percent (50%) of the Shut Down Costs, to the extent that Vical’s gross negligence or willful misconduct is the direct cause of the Final Stoppage Event.


More Definitions of Shut Down Costs

Shut Down Costs shall have the meaning provided in Section 6.2(b)(ii).
View Source
Shut Down Costs means (i) any and all costs and expenses incurred by the Indemnifier and any of its subsidiaries in connection with the shut down of the operation and management of the NCLA Business, whether accrued or paid and (ii) all documentary, gross receipts, sales, transfer and use taxes and similar liabilities, if any, resulting directly or indirectly from the transactions contemplated by clause 3.3 and clause 3.4 of this Appendix;
View Source
Shut Down Costs means the out-of-pocket costs directly incurred by the Company in order to close and decommission Crude Unit #1 and other related assets and equipment at the Owned Real Property.
View Source
Shut Down Costs is defined to mean all of PSC's direct and actual costs incurred by PSC in connection with the wind-down and termination of this Agreement, including but not limited to, the costs described in Schedule 7.6. PSC and Safeskin agree to work together to try and minimize the amount of the Shut-Down Costs.
View Source
Shut Down Costs means (i) any and all costs and expenses incurred by the Company and any of its Subsidiaries in connection with the shut down of the operation and management of the NCLA Business, whether accrued or paid, and (ii) all documentary, gross receipts, sales, transfer and use taxes and similar Liabilities, if any, resulting directly or indirectly from the transactions contemplated by Section 3.2 of this Agreement. “Shut Down Procedure” means the collective provisions set forth in Section 2.5. “Stock Exchange” means The Stock Exchange of Hong Kong Limited. “Subscription Agreement” means the Subscription Agreement entered into by and among the Company, SCL and the Investor concurrently with this Agreement pursuant to which the Investor will, upon the satisfaction of certain conditions, make the Equity Investment in the Company in exchange for newly-issued Ordinary Shares. “Tribunal” has the meaning set forth in Section 6.13(b). “Unused Losses Cap” means, at any date, an amount equal to the Cash Losses Cap less the aggregate NCLA Cash Losses reimbursed or accrued but not reimbursed as of such date pursuant to this Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Subscription Agreement.
View Source

Related to Shut Down Costs

  • Production Costs means those costs and expenditures incurred in carrying out Production Operations as classified and defined in Section 2 of the Accounting Procedure and allowed to be recovered in terms of Section 3 thereof.

  • Collection Costs means an amount that the Municipality can charge with regard to the enforcement of a consumer’s monetary obligations;

  • Construction Costs means land costs, all costs paid to construct and complete the Improvements, as specified on Exhibit "B" attached hereto and made a part hereof.

  • Transition Costs means the reasonable costs and expenses (including reasonable attorneys’ fees but excluding overhead) incurred or payable by the Successor Servicer in connection with the transfer of servicing (whether due to termination, resignation or otherwise), including allowable compensation of employees and overhead costs incurred or payable in connection with the transfer of the Receivable Files or any amendment to the Sale and Servicing Agreement required in connection with the transfer of servicing.

  • Termination Costs The costs and expenses related to the termination of any Servicer, the appointment of a successor servicer or the transfer and assumption of servicing with respect to the related Servicing Agreement, including, without limitation, the items set forth in Section 3.03(c).