Exit Costs. All out-of-pocket fees, charges and costs incurred by the Service Provider and its Affiliates at the request of or for the exclusive benefit of the Company arising from or as a result of the cessation of any Administrative Service upon the termination of this Agreement or any particular Administrative Service, including (i) early termination charges, penalties and costs payable by the Service Provider and its Affiliates to third parties performing part or all of (or supporting) an Administrative Service; (ii) transition fees, charges and costs, including with respect to data conversion or conveyance to the Company or a new service provider to the Company; and (iii) fees, charges and costs resulting from any ongoing failure to meet any minimum purchase commitments.
Exit Costs. 14.3.1 If the Buyer exits from the Plant, i.e. ceases having vehicles produced in the Plant within the term of this Agreement, the Buyer shall in any event be responsible for the remaining depreciation for the investments in the Plant that relates to the Buyer, i.e. such fixed costs unique to the exiting Party.
14.3.2 Upon such exit, the Buyer shall take an accelerated share and pay a lump sum relating to the costs of such remaining depreciation.
Exit Costs. (a) The relevant Group Company shall pay all fees, costs and expenses (including advisers’ fees) in connection with any Exit (including a Tag-Along Sale) or Reorganisation Transaction to the extent permissible under applicable law, save to the extent the Board determines that the payment of any such fees, costs and expenses would result in adverse legal or tax consequences for the Group Company.
(b) If such Group Company is prohibited by applicable law from paying all such fees, costs and expenses, or if the payment of any such fees, costs and expenses would result in adverse legal or tax consequences for the Group Company as determined by the Board, then the Security Holders shall procure that such fees, costs and expenses are deducted from the aggregate consideration received prior to any funds being paid to Security Holders, and will be borne by each of the Security Holders in the same proportions as the proceeds received by them in connection with the Exit.
Exit Costs. See §2.1(b).
Exit Costs. Any out-of-pocket fees, charges and costs incurred by the Service Provider and its Affiliates at the request of or for the exclusive benefit of the Company arising from or as a result of the cessation of any Administrative Service (as defined in Section 2.01(a)) upon the termination of this Agreement or any particular Administrative Service, including (i) early termination charges, penalties and costs payable by the Service Provider and its Affiliates to third parties performing part or all of (or supporting) an Administrative Service; (ii) transition fees, charges and costs, including with respect to data conversion or conveyance to the Company or a new service provider to the Company; and (iii) fees, charges and costs resulting from any ongoing failure to meet any minimum purchase commitments.
Exit Costs. (a) If only one Party carries out a Transfer of Shares, all transaction costs regarding such Transfer of Shares shall be borne solely by such Party.
(b) If more than one Party carries out a Transfer of Shares together with other Parties in a joint transaction (also in case a Drag-Along Right or Tag-Along Right has been exercised), all transaction costs regarding such Transfer of Shares shall be borne by the exiting Parties pro rata to their participation in such Transfer of Shares.
Exit Costs. (a) If only one Party carries out a Transfer of Shares, all transaction costs regarding such Transfer of Shares shall be borne solely by such Party.
(b) If more than one Party carries out a Transfer of Shares together with other Parties in a joint transaction (also in case a Drag-Along Right or Tag-Along Right has been exercised), all transaction costs regarding such Transfer of Shares shall be borne by the exiting Parties pro rata to their participation in such Transfer of Shares. Schedule 2 Determination of Fair Market Value For purposes of determining Fair Market Value as of any applicable date (excluding in relation to Clause 6.6), the following definition and procedures shall apply:
Exit Costs. Section 6.2(e) of the Credit Agreement is deleted in its entirety and the following is substituted in lieu thereof:
Exit Costs. The Borrower will not incur total Exit Costs of more than $1,400,000 in the aggregate during its fiscal year ending on May 31, 2005 of which no more than $0 shall constitute cash Exit Costs.
Exit Costs. Pursuant to Section 6.2(e) of the Credit Agreement, for the fiscal year-to-date period ending on the Reporting Date, the Borrower has expended during the fiscal year ended , 2005, for Exit Costs, $ in the aggregate, and cash Exit Costs of $ in the aggregate which o satisfies o does not satisfy the requirement that such expenditures not exceed $1,400,000 in the aggregate during such year and cash Exit Costs of $0 in the aggregate during such year.
