Stand Up Costs definition

Stand Up Costs means all reasonable, documented out-of-pocket fees, costs and expenses (other than Taxes except as specifically provided for in clause (iii) of this definition) arising prior to the Closing (whether incurred by the Company, Trimble, AGCO or their respective Affiliates) (i) required to implement the Master Steps Plan (including reasonable, documented legal fees related thereto), (ii) required as mutually agreed by Trimble and AGCO to stand up the Business as a standalone Business, or (iii) JCA Transfer Taxes and Carve-Out Transfer Taxes; provided, that any (x) individual expense exceeding its corresponding line item in the Stand Up Budget by more than ten percent (10%) incurred by Trimble, AGCO or their respective Affiliates shall require the express prior written consent of AGCO or Trimble (not to be unreasonably withheld, delayed or conditioned) and (y) expenses in the aggregate exceeding the Stand Up Budget by more than ten percent (10%) in the aggregate shall require the express prior written consent of both AGCO and Trimble (not to be unreasonably withheld, delayed or conditioned); provided, further, that “Stand Up Costs” shall exclude fees, costs and expenses under the Transition Services Agreement.
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Stand Up Costs means (A) all reasonable, documented out-of-pocket fees, costs and expenses (other than Taxes except as specifically provided for in clause (B) of this definition) arising prior to the Closing and with respect to the Brazil Business, arising prior to the Deferred Brazil Closing (whether incurred by the Company, Trimble, AGCO or their respective Affiliates) (i) required to implement the Master Steps Plan (including reasonable, documented legal fees related thereto), or (ii) required as mutually agreed by Trimble and AGCO to stand up the Business as a standalone Business, and (B) all JCA Transfer Taxes and Carve-Out Transfer Taxes whether arising prior to or after the Closing; provided, that any (x) individual expense exceeding its corresponding line item in the Stand Up Budget by more than ten percent (10%) incurred by Trimble, AGCO or their respective Affiliates shall require the express prior written consent of AGCO or Trimble (not to be unreasonably withheld, delayed or conditioned) and (y) expenses in the aggregate exceeding the Stand Up Budget by more than ten percent (10%) in the aggregate shall require the express prior written consent of both AGCO and Trimble (not to be unreasonably withheld, delayed or conditioned); provided, further, that “Stand Up Costs” shall exclude fees, costs and expenses under the Transition Services Agreement and, for the avoidance of doubt, the costs set forth in Section 14 of Schedule 2.01 to the Transition Services Agreement. “Straddle Period” means any taxable period that begins on or before the Closing Date and ends after the Closing Date; provided, that, solely with respect to the Brazil Business, such taxable period shall begin on or before the Deferred Brazil Closing Date and end after the Deferred Brazil Closing Date. “Subsidiary” means, with respect to any Person, any corporation, entity or other organization whether incorporated or unincorporated, of which (i) such first Person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (ii) such first Person is the general partner or managing member. “Supply Agreement” means that certain GNSS / Guidance Supply Agreement to be entered into between the Company, on the one hand, and Trimble, on the other hand, at the Closing in substantially the form attached hereto as Exhibit C. “Systems” means har...
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Stand Up Costs means any documented, out-of-pocket fees, costs and expenses to stand up the Business as a standalone business in connection with the transactions contemplated by this Agreement, which fees, costs and expenses shall include (i) any accrued severance or statutory termination indemnities or gratuities that become payable to Transferred Employees as a result of the transfer of such Transferred Employees’ employment to a PEO in connection with the transactions contemplated by the Transaction Documents, (ii) any sign-on, concession or similar payments paid or payable by Emerson and its Subsidiaries (including the Emerald Entities) to Transferred Employees who are employed in a non-U.S. jurisdiction that are made in order to facilitate the transfer of such Transferred Employees’ employment to an Emerald Entity in connection with the transactions contemplated by the Transaction Documents, (iii) all Transfer Taxes imposed with respect to the transactions contemplated by this Agreement (including any Transfer Taxes incurred with respect to the Pre-Closing Restructuring, the Closing Trigger Date Restructuring or any other steps by the Master Step Plan, as it may be amended pursuant to Section 2.01(d) and/or Section 2.01(e), but excluding any Transfer Taxes included in Section 6.06(a)(xv)), and (iv) any other fees, costs or expenses of the type set forth on Schedule III.
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Examples of Stand Up Costs in a sentence

  • Effective upon the Closing, (i) Trimble shall bear responsibility for the first $14,000,000 of the aggregate Stand Up Costs incurred by the Parties from September 28, 2023 until the Closing and (ii) AGCO shall bear responsibility for eighty-five percent (85%), and Trimble shall bear responsibility for fifteen percent (15%), respectively, of any Stand Up Costs in excess of $14,000,000 in the aggregate incurred by the Parties from September 28, 2023 until the Closing.

  • Notwithstanding anything to the contrary in this Agreement, all Transfer Taxes that are Stand Up Costs shall be borne and paid in accordance with Section 5.24(b).

  • For the avoidance of doubt, this Section 2.1(d) does not apply to any Stand Up Costs.


More Definitions of Stand Up Costs

Stand Up Costs means any documented, out-of-pocket fees, costs and expenses to stand up the Business as a standalone business in connection with the transactions contemplated by this Agreement, which fees, costs and expenses shall include (i) any accrued severance or statutory termination indemnities or gratuities that become payable to Transferred Employees as a result of the transfer of such Transferred Employees’ employment to a PEO in connection with the transactions contemplated by the Transaction Documents, (ii) any sign-on, concession or similar payments paid or payable by Emerson and its Subsidiaries (including the Emerald Entities) to Transferred Employees who are employed in a non-U.S. jurisdiction that are made in order to facilitate the transfer of such Transferred Employees’ employment to an Emerald Entity in connection with the transactions contemplated by the Transaction Documents, (iii) all Transfer Taxes imposed with respect to the transactions contemplated by this Agreement (including any Transfer Taxes incurred with respect to the Pre-Closing Restructuring, the Closing Trigger Date Restructuring or any other steps by the Master Step Plan, as it may be amended pursuant to Section 2.01(d) and/or Section 2.01(e), but excluding any Transfer Taxes included in Section 6.06(a)(xv)), and (iv) any other fees, costs or expenses of the type set forth on Schedule III.
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Related to Stand Up Costs

  • Start-Up Costs means all fees, costs, and expenses incurred in connection with establishing the State Mitigation Trust and the Indian Tribe Mitigation Trust and setting them up for operation. Start-up costs shall not include the cost of premiums for insurance policies.

  • Cleanup costs means expenses (including but not limited to legal and professional fees) incurred in testing for, monitoring, cleaning up, removing, containing, treating, neutralizing, detoxifying or assessing the effects of Pollutants.

  • Overhead costs means the actual costs incurred or the estimated costs to be

  • Routine Patient Costs means all health care services that are otherwise covered under the Group Contract for the treatment of cancer or other Life-threatening Condition that is typically covered for a patient who is not enrolled in an Approved Clinical Trial.

  • Replacement Costs means the expenditures for obtaining and installing equipment, accessories or appurtenances which are necessary during the useful life of the treatment works to maintain the capacity and performance for which such works were designed and constructed.

  • Direct Costs means the sum of the following:

  • Development Charges or “DC” shall mean the amount charged by the Company from the Applicant(s) towards carrying out the developmental works inside or around the Project, including but not limited to the payment of the following:

  • Soft Costs means the costs of professional work and fees, interim costs, financing fees and expenses, syndication costs, soft costs and Developer’s fees as shown in the Applicant’s properly completed UniApp, Section C - Uses of Funds. Soft Costs do not include operating or replacement reserves.

  • CP Costs means, for each day, the sum of (i) discount or yield accrued on Pooled Commercial Paper on such day, plus (ii) any and all accrued commissions in respect of placement agents and Commercial Paper dealers, and issuing and paying agent fees incurred, in respect of such Pooled Commercial Paper for such day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase facilities which are funded by Pooled Commercial Paper for such day, minus (iv) any accrual of income net of expenses received on such day from investment of collections received under all receivable purchase facilities funded substantially with Pooled Commercial Paper, minus (v) any payment received on such day net of expenses in respect of Broken Funding Costs related to the prepayment of any Purchaser Interest of Conduit pursuant to the terms of any receivable purchase facilities funded substantially with Pooled Commercial Paper. In addition to the foregoing costs, if Seller shall request any Incremental Purchase during any period of time determined by the Agent in its sole discretion to result in incrementally higher CP Costs applicable to such Incremental Purchase, the Capital associated with any such Incremental Purchase shall, during such period, be deemed to be funded by Conduit in a special pool (which may include capital associated with other receivable purchase facilities) for purposes of determining such additional CP Costs applicable only to such special pool and charged each day during such period against such Capital.

  • Maintenance Fees means the non-refundable fees payable annually by Licensee to OT for Support Services;

  • Advertising Costs The Company will determine with the Agent the amount of advertising that may be appropriate in soliciting offers to purchase the Book-Entry Notes. Advertising expenses will be paid by the Company.

  • License Fees means the license fees, including all taxes thereon, paid or required to be paid by Licensee for the license granted under this Agreement.

  • Development Costs means costs incurred to obtain access to reserves and to provide facilities for extracting, treating, gathering and storing the oil and gas from reserves. More specifically, development costs, including applicable operating costs of support equipment and facilities and other costs of development activities, are costs incurred to:

  • Carrying Costs With respect to any Payment Date, the sum of amounts payable under Section 2.7(a)(iv)(A)-(C).

  • Improvement Costs means any additional expenditure on a fixed asset that materially increases the capacity of the asset or materially improves its functioning or represents more than 10% of the initial depreciation base of the asset;

  • Maintenance Costs means parts and materials, sublet and labour costs of a qualified licensed mechanic for the maintenance of the Revenue Service Vehicles, but shall not include costs associated with interior and exterior transit advertising signs and non-mechanical servicing of Revenue Service Vehicles such as fuelling, clearing fareboxes, cleaning and painting wheel rims, vehicle washing and other work performed by a serviceman; and,

  • O&M Costs as defined in the Depositary Agreement.

  • Settlement Costs means all costs incurred by Plaintiff, the Settlement Class Members, and their attorneys, including but not limited to Plaintiff’s attorneys’ fees, costs of suit, Plaintiff’s expert or consultant fees, any incentive payments paid to the Class Representative, notice costs, costs of claims administration, and all other costs of administering the Settlement Agreement.

  • Transfer expenses means all expenses of a transfer that the transfer agreement requires the payee to pay or have deducted from the gross advance amount, including, but not limited to, court filing fees, attorney fees, escrow fees, lien recordation fees, judgment and lien search fees, finders' fees, commissions, and other payments to a broker or other intermediary. Transfer expenses do not include preexisting obligations of the payee that are payable for the payee's account from the proceeds of a transfer.

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

  • Operating Costs means the incremental expenses incurred by the Recipient on account of Project implementation, management, and monitoring, including for office space rental, utilities, and supplies, bank charges, communications, vehicle operation, maintenance, and insurance, building and equipment maintenance, advertising expenses, travel and supervision, salaries of contractual and temporary staff, but excluding salaries, fees, honoraria, and bonuses of members of the Recipient’s civil service.

  • Patent Costs means the reasonable, documented, out-of-pocket costs and expenses paid to outside legal counsel, and filing and maintenance expenses, [***] in Prosecuting and Maintaining Patents.

  • Incidental Expenses means those expenses incidental to the performance of construction pursuant to an Interconnection Construction Service Agreement, including, but not limited to, the expense of temporary construction power, telecommunications charges, Interconnected Transmission Owner expenses associated with, but not limited to, document preparation, design review, installation, monitoring, and construction-related operations and maintenance for the Customer Facility and for the Interconnection Facilities.

  • Transfer Costs means the cost of registration of Transfer arising herefrom calculated with reference to the fee chargeable in terms of the recommended guideline of conveyancing fees, and all incidental disbursements necessary to effect registration, together with VAT on such costs and disbursements, but specifically excluding any costs relating to mortgage bond registration;

  • Training costs means reasonable costs incurred to upgrade the technological skills of Full-Time Employees in Illinois and includes: curriculum development; training materials (including scrap product cost); trainee domestic travel expenses; instructor costs (including wages, fringe benefits, tuition and domestic travel expenses); rent, purchase or lease of training equipment; and other usual and customary training cots. “Training costs” do not include, except where the Company receives prior written approval of the Department, costs associated with travel outside the United States, wages and fringe benefits of employees during periods of training, administrative costs related to Full-Time Employees of the Taxpayer, or amounts paid to an affiliate of the Company.

  • Public improvement costs means the costs of: