Material Unreimbursed Implementation Cost definition

Material Unreimbursed Implementation Cost means any unreimbursed out-of-pocket cost or expense incurred by a Party in connection with any institutional or engineering control (for example, the cost of inspecting and maintaining a cap above contaminated soil, or of maintaining a monitoring well system), in excess of the otherwise expected cost or expense of operating and maintaining the facilities for which such Party is responsible and operating such Party’s Business at the Property, where such unreimbursed out-of-pocket cost exceeds $10,000 per year in the aggregate. Material Unreimbursed Implementation Cost does not include (1) any cost or expense that would have been incurred by the Lessee or Lessor for normal operation and maintenance of their respective Business or facilities; (2) any cost that would have been incurred to satisfy a Party’s other obligations under this Land Lease or the Separation Agreement; or (3) any costs or expenses that are the responsibility of the Lessee under Section 5.2.
Material Unreimbursed Implementation Cost means any unreimbursed out-of-pocket cost incurred by Buyer in connection with any Environmental Restriction or other institutional or engineering control (for example, the cost of inspecting and maintaining a cap above contaminated soil, or of maintaining a monitoring well system), in excess of the otherwise expected cost of operating and maintaining the Facilities and operating the Business at the Facilities, where such unreimbursed out-of-pocket cost exceeds ten thousand dollars ($10,000) per year. Material Unreimbursed Implementation Cost does not include (1) any cost that would have been incurred by the Buyer for normal operation and maintenance of the Business or Facilities; (2) any cost that would have been incurred to satisfy the Buyer’s other obligations under this Agreement or any Ancillary Agreement (e.g., the Buyer’s maintenance obligations under the Canoga Park Lease or the PWRWB Lease); or (3) any costs that are the responsibility of the Buyer under Section 9.7(b)(v).
Material Unreimbursed Implementation Cost means any unreimbursed, out-of-pocket cost incurred by Buyer in connection with any institutional or engineering control (e.g., the cost of inspecting and maintaining a cap above contaminated soil or of maintaining a monitoring well system), in excess of the otherwise expected cost of operating and maintaining the involved properties and operating the Business, where such unreimbursed out-of-pocket cost exceeds $10,000 per year. Material Unreimbursed Implementation Cost does not include (1) any cost that would have been incurred by Buyer for normal operation and maintenance of the Business or the Acquired Assets, or (2) any cost that would have been incurred to satisfy Buyer’s other obligations under this Agreement. “Multiemployer Plan” means the Boilermaker-Blacksmith National Pension Trust, as amended effective January 12, 1983. “Net Working Capital” means current assets of the Business minus current liabilities of the Business, except that (a) Net Working Capital shall include only those line items and adjustments set forth on Schedule 1.5, (b) Net Working Capital (and Schedule 1.5) shall include only those current assets that are Acquired Assets and only those current liabilities that are Assumed Liabilities, and (c) each line item and adjustment included in Net Working Capital shall be calculated on a basis consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, to the extent not inconsistent therewith, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Audited Financial Statements. “Neutral Accountant” means PricewaterhouseCoopers or, in the event that circumstances create an actual conflict of interest that would impair such Person’s ability to impartially determine any issue presented to it pursuant to this Agreement, a nationally recognized certified public accounting firm mutually agreed upon by Seller 1 and Buyer. “Off-Site Location” means a location used for treatment, storage or disposal of waste or for recycling of materials other than (i) the Transferred Real Property or Transferred Leased Property or (ii) any location to which a Release from the Transferred Real Property or Transferred Leased Property has migrated. “Owned Intellectual Property” means Intellectual Property owned by Sellers, in whole or in part, that is related to the Business. “PBGC” means the Pension Benefit Guaranty Corporation. “PCB Equipm...

Related to Material Unreimbursed Implementation Cost

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  • Special Reimbursement Date means, the special payment date established in connection with a Reimbursement under Special Circumstances as described hereunder “Extraordinary Events and Special Circumstances – Reimbursement Under Special Circumstances and Payment”.

  • Assigned Annual Special Tax means the Special Tax of that name described in Section D.

  • Administrative cost means a fee imposed to cover:

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