Shutdown Costs. The Borrowers shall not incur (a) after the Petition Date, any Plant Shutdown Costs, in cash, in an aggregate amount in excess of $8,500,000, (b) any 2003 Plant Shutdown Costs, in cash, in an aggregate amount in excess of $28,737,000, or (c) any 2004 Plant Shutdown Costs, in cash, in an aggregate amount in excess of $88,000,000.
Shutdown Costs. Any liabilities or obligations relating to, based in whole or in part on events or conditions occurring or existing in connection with, or arising out of, the shutdown prior to the Closing of any of the operations and facilities utilized by such Asset Seller, including, without limitation, any action which could be construed as a "plant closing" or "mass layoff," as those terms are defined in the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Sections 2101-2109 ("WARN"), or any "employment loss," as defined in WARN, which any employee of such Asset Seller or any of its Affiliates may suffer; provided, however, that, for purposes of this Section 2.2(j), employees of the Asset Sellers immediately prior to the Closing shall be deemed to be employees of Buyer as of the Closing Date; and
Shutdown Costs. Any liabilities or obligations relating to, based in whole or in part on events or conditions occurring or existing in connection with, or arising out of, the shutdown of any operations or locations after the Closing as set forth in the Employee Matters Agreement, including, without limitation, any action which could be construed as a “plant closing,” “mass termination” or “mass layoff,” as those terms are defined under WARN, or the Employment Standards Act, 2000 (Ontario) or similar provincial employment standards legislation, or any “employment loss,” as defined in WARN, which any employee may suffer or may be deemed to suffer after the Closing;
Shutdown Costs. In connection with Seller's suspension of operations -------------- at the Twinstar Facility subsequent to the date hereof and prior to the Closing, Seller shall use all commercially reasonable efforts to terminate such operations in a "recoverable to current operating condition," and will consult with Buyer to achieve that goal and to limit the Shutdown Costs associated therewith to those that are reasonably necessary. In performing such activities, Seller shall comply with all applicable Environmental Requirements, Contracts, Laws, Permits and/or Approvals applicable to such activities. Subsequent to such suspension of operations and prior to the Closing, Seller shall use all commercially reasonable efforts to preserve the value of the Twinstar Facilities. Buyer shall reimburse Seller at the Closing for 50% of the Shutdown Costs actually incurred by Seller; provided, however, that Seller -------- ------- delivers to Buyer at least two (2) Business Days prior to Closing a statement in reasonable detail summarizing the nature and amount of such Shutdown Costs. Notwithstanding anything to the contrary contained herein, Buyer shall not be obligated to reimburse Seller for any Shutdown Costs unless the Closing has occurred.
Shutdown Costs. 62 6.24 Securities Act Compliance; Restrictions on Sale . . . . . . . 63 6.25 Covenant Not to Compete . . . . . . . . . . . . . . . . . . . 63 6.26
Shutdown Costs. Subject to Buyer's fulfillment of its obligations under Section 8.3(b), any liabilities or obligations relating to, or based in whole or in part on events or conditions occurring or existing in connection with or arising out of, the shutdown of any of the operations and facilities utilized by Seller in connection with the US Delahaye Business or otherwise as of the Effective Time, including but not limited to any action that could be construed as a "plant closing" or "mass layoff" (as those terms are defined in the Worker Adjustment and Retraining Notification Act, 29 U.S.C. ss.ss. 2101-2109 ("WARN")), or any "employment loss" (as defined in WARN) that any employee of Seller or any of its Affiliates may suffer or may be deemed to suffer; and
Shutdown Costs. 8 (k) Indebtedness.............................................................9 (l) Liabilities Relating to the G&G Collaboration Agreement..................9 (m) Liabilities Relating to the BioKit License Agreement.....................9 (n) MDRs.....................................................................9 (o) Miscellaneous............................................................9
Shutdown Costs. Any liabilities or obligations relating to, based in whole or in part on events or conditions occurring or existing in connection with, or arising out of, the shutdown of any of the operations and facilities utilized by Seller or AccuMed UK in connection with the Business, including, without limitation, any action that could be
Shutdown Costs. Any liabilities or obligations relating to, based in whole or in part on events or conditions occurring or existing in connection with, or arising out of, the shutdown of any of the operations and facilities utilized by any Seller in connection with the Business, including, without limitation, any action which could be construed as a "plant closing" or "mass layoff," as those terms are defined in the Worker Adjustment and Retraining Notification Act, 29 U.S.C. ss.ss. 2101-2109 ("WARN"), or any "employment loss," as dexxxxx in WARN, which any employee of any Seller or any of its Affiliates may suffer or may be deemed to suffer. All of the liabilities and obligations referenced in this Section 2.1, including in the first sentence hereof, are referred to herein collectively as the "Liabilities".
Shutdown Costs. Any liabilities or obligations relating to, based in whole or in part on events or conditions occurring or existing in connection with, or arising out of, the shutdown of any of the operations and facilities utilized by Seller, including, without limitation, any action which could be construed as a “plant closing” or “mass layoff,” as those terms are defined in the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101-2109 (“WARN”), or any “employment loss,” as defined in WARN, which any employee of Seller or any of its Affiliates may suffer or may be deemed to suffer.
