Shut Down Costs Sample Clauses

Shut Down Costs. 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.
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Shut Down Costs. Holdings shall reimburse YPC for any costs --------------- relating to terminating any of YPC's functions in connection with the Contributions, not to exceed $500,000 (exclusive of severance costs set forth in Section 4(j)).
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Shut Down Costs. (i) This Section 2.08(g) shall apply following termination of the Processing Agreement. The date on which such termination occurs is referred to as the “▇▇▇ Date”. (ii) Purchaser shall keep a record of all Shut-Down Costs incurred by the Company after the ▇▇▇ Date (the “Shut-Down Cost Statement”). Purchaser shall present Seller the Shut-Down Cost Statement no later than six months after the ▇▇▇ Date. If Seller does not challenge the Shut-Down Cost Statement, then Seller shall promptly pay Purchaser 50% of the Shut-Down Costs by wire transfer to the bank account designated in writing by Purchaser. (iii) Upon receipt of the Shut-Down Cost Statement, Seller may submit written notice of its disagreement with the categorization and calculation of Shut-Down Costs (a “Shut-Down Cost Dispute Notice”) to Purchaser. The Shut-Down Cost Dispute Notice shall (i) specify in reasonable detail the reason for any disagreement so asserted and (ii) only include disagreements based on mathematical errors or based on the Shut-Down Costs not being calculated in accordance with the terms of this Agreement. During the 20-day period following the delivery of a Shut-Down Cost Dispute Notice, Seller and Purchaser shall seek in good faith to resolve in writing the disputed items or amounts specified in the Shut-Down Cost Dispute Notice. During such period, Seller and its auditors shall have access to the work papers, schedules and calculations of Purchaser and Purchaser’s auditors, if any, subject to execution by Seller (and such other parties as Purchaser’s auditors may require) of any documentation as Purchaser’s auditors may require. If Purchaser and Seller are able to resolve their disagreements during the 20-day period, then Seller shall promptly pay Purchaser 50% of the agreed-upon amount (if any) by wire transfer to the bank account designated in writing by Purchaser. (iv) At the end of such 20-day period, if Seller and Purchaser are not able to settle their disagreement, then the parties shall follow the settlement and dispute resolution procedures outlined in Sections 2.08(c)(iv), 2.08(c)(v) and 2.08(c)(vi), with all references to “Earn-Out Statement” replaced with references to the “Shut-Down Cost Statement”, and the 30-day period for the Accounting Firm to reach its decision replaced with a 20-day period. Seller shall promptly pay Purchaser 50% of the revised Shut-Down Cost Statement amount by wire transfer to the bank account designated in writing by Purchaser (adding or ...
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Related to Shut Down Costs

  • Collection Costs In the event collection efforts are required to obtain payment on this Account, to the extent permitted by law, You agree to pay all court costs, private process server fees, investigation fees or other costs incurred in collection and reasonable attorneys' fees incurred in the course of collecting any amounts owed under this Agreement or in the recovery of any Collateral.

  • Construction Costs Under no circumstances shall the Consultant be liable for extra costs or other consequences due to unknown conditions or related to the failure of contractors to perform work in accordance with the plans and specifications. Consultant shall have no liability whatsoever for any costs arising out of the Client’s decision to obtain bids or proceed with construction before the Consultant has issued final, fully-approved plans and specifications. The Client acknowledges that all preliminary plans are subject to substantial revision until plans are fully approved and all permits obtained.

  • Termination Costs If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the terminating Party shall pay all costs incurred (including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of the terminating Party under this Agreement. In the event of termination by a Party, all Parties shall use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a consequence of termination. Upon termination of this Agreement, unless otherwise ordered or approved by FERC: 2.4.1 With respect to any portion of the Connecting Transmission Owner’s Attachment Facilities that have not yet been constructed or installed, the Connecting Transmission Owner shall to the extent possible and with Developer’s authorization cancel any pending orders of, or return, any materials or equipment for, or contracts for construction of, such facilities; provided that in the event Developer elects not to authorize such cancellation, Developer shall assume all payment obligations with respect to such materials, equipment, and contracts, and the Connecting Transmission Owner shall deliver such material and equipment, and, if necessary, assign such contracts, to Developer as soon as practicable, at Developer’s expense. To the extent that Developer has already paid Connecting Transmission Owner for any or all such costs of materials or equipment not taken by Developer, Connecting Transmission Owner shall promptly refund such amounts to Developer, less any costs, including penalties incurred by the Connecting Transmission Owner to cancel any pending orders of or return such materials, equipment, or contracts. If Developer terminates this Agreement, it shall be responsible for all costs incurred in association with Developer’s interconnection, including any cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other expenses including any System Upgrade Facilities and System Deliverability Upgrades for which the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the Developer. 2.4.2 Connecting Transmission Owner may, at its option, retain any portion of such materials, equipment, or facilities that Developer chooses not to accept delivery of, in which case Connecting Transmission Owner shall be responsible for all costs associated with procuring such materials, equipment, or facilities. 2.4.3 With respect to any portion of the Attachment Facilities, and any other facilities already installed or constructed pursuant to the terms of this Agreement, Developer shall be responsible for all costs associated with the removal, relocation or other disposition or retirement of such materials, equipment, or facilities.

  • Transaction Costs Borrower shall have paid or reimbursed Lender for all title insurance premiums, recording and filing fees or taxes, costs of environmental reports, Physical Conditions Reports, appraisals and other reports, the fees and costs of Lender's counsel and all other third party out-of-pocket expenses incurred in connection with the origination of the Loan.

  • Start-Up Costs The Government of Ontario will provide: