Roll-Up Costs definition
Roll-Up Costs means the sum of (i) Seller's Allocable Percentage during the Roll-Up Period multiplied by the sum of (A) the actual total fixed costs, if any, incurred by Buyer under the Service Agreement during the Roll-Up Period and (B) any fixed costs incurred by Buyer or Southern LNG during the Roll-Up Period in connection with the Vaporizer Improvements that are not covered by the Service Agreement, plus (ii) an amount equal to the product of (x) Seller's Delivery Percentage during the Roll-Up Period multiplied by (y) the actual total variable costs, if any, that are incurred by Buyer during the Roll-Up Period either under the Service Agreement or in connection with the Vaporizer Improvements.