Headquarter Cost definition

Headquarter Cost means the liabilities, costs and expenses of any nature relating to the closure of or cessation or reduction of operations at the Headquarter Facility, in the case of any such liabilities, costs or expenses which are deductible for Tax purposes, multiplied by 0.6. Without limiting the generality of the foregoing, Headquarter Cost shall include the cost (i) to terminate or settle obligations under the lease(s) for such facility (including any penalties, liquidated damages and repayment of forgivable loans), (ii) to terminate all contracts relating to matters or operations at the Headquarter Facility, (iii) for related legal, consulting and advisory fees, (iv) to relocate or dispose of the equipment and other assets located there (net of any net proceeds of disposition of such equipment or assets that is received after Closing and any Tax benefit (without duplication of any 40% adjustment above in this definition) from the write-down or liquidation of such equipment or assets), and (v) to operate or maintain the facility from and after the date that is 75 days after delivery of a notice pursuant to Section 2.4(a) (which operation and maintenance costs include, without limitation, rent, taxes, insurance, security and maintenance services, utilities and all other costs and expenses).
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Examples of Headquarter Cost in a sentence

  • If, at the end of the 20-day period referred to above, the matters in dispute have not been fully resolved, then the parties shall submit to the Accounting Firm for review and resolution of all matters (but only such matters) which remain in dispute, and the Accounting Firm shall make a final determination of the Headquarter Cost to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement.

  • During the 30-day period immediately following Buyer's receipt of the Preliminary Headquarter Cost Statement, Buyer shall be permitted to review Seller's working papers related to the preparation of the Preliminary Headquarter Cost Statement and determination of the amounts therein.

  • If, upon finalization of the Headquarter Cost Statement, the actual amount of Headquarter Cost is more than that determined in the Preliminary Headquarter Cost Statement, then (x) such final Headquarter Cost shall be used in the final determination of Excess Amount (less any amount (if any) actually recovered from the Escrow Amount based on the estimated Headquarter Cost), and (y) the Buyer may keep any amount (if any) it has recovered from the Escrow Amount based on the estimated Headquarter Cost.

  • The Buyer Parties and Seller Parties shall cooperate as reasonably requested in connection with the preparation of the Preliminary Headquarter Cost Statement.

  • During the 30-day period immediately following Seller's receipt of the Headquarter Cost Statement, Seller shall be permitted to review Buyer's working papers related to the preparation of the Headquarter Cost Statement and determination of the amounts therein.

  • If a timely Notice of Disagreement is received by Buyer, then the Headquarter Cost Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earliest of (x) the date the parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm.

  • The Preliminary Headquarter Cost Statement and the determination of the estimated Headquarter Cost amounts in dispute shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which the Accounting Firm shall be instructed to deliver not more than forty-five (45) days following submission of such disputed matters).

  • The Seller Parties shall cooperate as reasonably requested in connection with the preparation of the Headquarter Cost Statement.

  • The Headquarter Cost Statement shall become final and binding upon the parties thirty (30) days following Seller's receipt thereof, unless Seller shall give written notice of its disagreement (a "Notice of Disagreement") to Buyer prior to such date.

  • The Headquarter Cost Statement and the determination of the Headquarter Cost amounts in dispute shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which the Accounting Firm shall be instructed to deliver not more than forty-five (45) days following submission of such disputed matters).

Related to Headquarter Cost

  • Headquarters means the office address at which a state agent has his/her primary work assignment.

  • Return Location means the location from which the Vehicle was hired and which is shown in Rental Vehicle Agreement Part A.

  • headquarters area has the same meaning as given to the expression in the NRC Travel Directive as may be amended from time to time (« zone d’affectation »);

  • Campsite means any place where bedding, sleeping bag, or other material used for bedding purposes, or any stove or fire is placed, established, or maintained for the purpose of maintaining a temporary place to live, whether or not such place incorporates the use of any tent, lean-to, shack, or any other structure, or any vehicle or part thereof.

  • Project Location means the points or areas designated as such on Exhibit A and located on the ground by reference to points, stations, natural land features, improvements, or area boundary signs. STATE means the Oregon Department of Forestry, State Forester, or a duly Authorized Representative of the State Forester.