Shut Down Costs definition

Shut Down Costs means (i) any and all costs and expenses incurred by the Guarantor and any of its subsidiaries in connection with the shut down of the operation and management of the NCLA Business, whether accrued or paid and (ii) all documentary, gross receipts, sales, transfer and use taxes and similar liabilities, if any, resulting directly or indirectly from the transactions contemplated by clause 3.3 and clause 3.4 of this Schedule;
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Shut Down Costs means all non-recurring costs and expenses of Sellers and the Company of the type set forth on Schedule 1.1(c) (including office space lease terminations, severance and other employee termination costs and continuing directors and officers insurance coverage for six years to the extent not paid by the Companies prior to Closing), which are directly related to the shut down of the Company’s current headquarters in Chicago, Illinois or actual expenses with respect to change in control provisions in employment agreements with officers of the Companies whose names appear on Schedule 1.1(c) in the amounts set forth thereon, solely to the extent payable by the Company on or after the Closing Date or Buyer prior to, on or after the Closing Date.
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Shut Down Costs means the out-of-pocket costs directly incurred by the Company in order to close and decommission Crude Unit #1 and other related assets and equipment at the Owned Real Property.
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Examples of Shut Down Costs in a sentence

  • The net proceeds of any such sale or disposition(s) shall be deducted from and shall reduce the Shut Down Costs by such amount of net proceeds.

  • In addition to the common elements listed in Section 30.5.2.1, Scheduling Coordinators submitting Supply Bids for Participating Loads, which includes Pumping Load or Pumped-Storage Hydro Units, may include the following components: Pumping Level (MW), Minimum Load Bid (Generation mode only of a Pumped- Storage Hydro Unit), Load Distribution Factor, Ramp Rate, Energy Limit, Pumping Cost, and Pump Shut- Down Costs.

  • For the purposes of identifying the periods during which a Bid Cost Recovery Eligible Resource is deemed self-committed and thus ineligible for Start-Up Costs, Minimum Load Costs, IFM Pump Shut- Down Costs and IFM Pumping Costs, the CAISO derives the Self-Commitment Periods as described below.

  • In addition to the common elements listed in Section 30.5.2.1, Scheduling Coordinators submitting Supply Bids for Participating Loads, which includes Pumping Load or Pumped-Storage Hydro Units, may includethe following components: Pumping Level (MW), Minimum Load Bid (Generation mode only of a Pumped- Storage Hydro Unit), Load Distribution Factor, Ramp Rate, Energy Limit, Pumping Cost, and Pump Shut- Down Costs.

  • The Academic Excellence Committee shall consist of a chairman and members appointed by the chairman.

  • 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.

  • Shut Down Costs to be borne by AnGes shall not exceed $1,000,000.

  • All estimated costs of procuring such insurance (to the extent not obtained or paid by the Companies prior to the Effective Date) shall be deemed to be Shut Down Costs.

  • The Cash Portion of the Purchase Price will be also be adjusted downward by the estimated amount of the Shut Down Costs (whether or not accrued for by the Company) to the extent not paid for by the Company prior to the Closing Date.

  • After the Effective Date, at the end of each month the Company will submit to SCL for payment a written statement of the amount due in respect of Post-Termination Expenses, Shut Down Costs and Early Redeployment Expenses for which SCL is responsible for as set forth in Article II, and after the NCLA Valuation Date in Article V.


More Definitions of Shut Down Costs

Shut Down Costs is defined to mean all of PSC's direct and actual costs incurred by PSC in connection with the wind-down and termination of this Agreement, including but not limited to, the costs described in Schedule 7.6. PSC and Safeskin agree to work together to try and minimize the amount of the Shut-Down Costs.
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Shut Down Costs shall have the meaning provided in Section 6.2(b)(ii).
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Shut Down Costs means (i) any and all costs and expenses incurred by the Indemnifier and any of its subsidiaries in connection with the shut down of the operation and management of the NCLA Business, whether accrued or paid and (ii) all documentary, gross receipts, sales, transfer and use taxes and similar liabilities, if any, resulting directly or indirectly from the transactions contemplated by clause 3.3 and clause 3.4 of this Appendix;
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Shut Down Costs means (i) any and all costs and expenses incurred by the Company and any of its Subsidiaries in connection with the shut down of the operation and management of the NCLA Business, whether accrued or paid, and (ii) all documentary, gross receipts, sales, transfer and use taxes and similar Liabilities, if any, resulting directly or indirectly from the transactions contemplated by Section 3.2 of this Agreement. “Shut Down Procedure” means the collective provisions set forth in Section 2.5. “Stock Exchange” means The Stock Exchange of Hong Kong Limited. “Subscription Agreement” means the Subscription Agreement entered into by and among the Company, SCL and the Investor concurrently with this Agreement pursuant to which the Investor will, upon the satisfaction of certain conditions, make the Equity Investment in the Company in exchange for newly-issued Ordinary Shares. “Tribunal” has the meaning set forth in Section 6.13(b). “Unused Losses Cap” means, at any date, an amount equal to the Cash Losses Cap less the aggregate NCLA Cash Losses reimbursed or accrued but not reimbursed as of such date pursuant to this Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Subscription Agreement.
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Shut Down Costs means the amount by which the fair market value of the liabilities of Virgin exceeds the fair market value of the assets (including intangible assets) of Virgin measured as of the date of the Change of Control Termination Notice and assuming the operations of Virgin were to be shut down as of such date with all liabilities discharged in full and all assets liquidated, as determined in accordance with generally accepted accounting principles by an independent "Big Five" accounting firm that has not represented either party in the preceding five (5) years, selected by mutual agreement of the parties. If the parties are unable to agree on such accounting firm within thirty (30) days following delivery by Interplay of the Change of Control Termination Notice, each Interplay and VIE Acquisition Group shall each designate any Big Five accounting firm of *Portions omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. their choosing to determine the Shut Down Costs. Within forty-five (45) days after appointment, such accounting firm or firms as are appointed shall determine its initial view as to the Shut Down Costs and, if more than one accounting firm is appointed, consult with one another with respect thereto. Within 75 days after the date of delivery of the Change of Control Notice, the accounting firm, or, if more than one accounting firm is appointed, each accounting firm, shall have determined its final view as to the Shut Down Costs. If more than one accounting firm is appointed: (a) If the difference between the higher of the respective final views of the two accounting firms (the "Higher Shut Down Costs") and the lower of the respective final views of the two accounting firms (the "Lower Shut Down Costs") is less than 10% of the Higher Shut Down Costs, the Shut Down Costs determined shall be the average of those two views, or (b) otherwise, the two accounting firms shall jointly designate a third accounting firm (the "Mutually Designated Firm") to determine the final Shut Down Costs, and within 15 days of such designation, the Mutually Designated Firm shall determine its final view as to the Shut Down Costs (the "Mutual Shut Down Costs") and the final determination of the Shut Down Costs shall be the average of (i) the Mutual Shut Down Costs and (ii) the Higher Shut Down Costs or the Lower Shut Down Costs, whichever is closer to the Mutual Shut Down Costs. Virgin shall provide ...
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Related to Shut Down Costs

  • Production Costs means those costs and expenditures incurred in carrying out Production Operations as classified and defined in Section 2 of the Accounting Procedure and allowed to be recovered in terms of Section 3 thereof.

  • Collection Costs means an amount that the Municipality can charge with regard to the enforcement of a consumer’s monetary obligations;

  • Construction Costs means land costs, all costs paid to construct and complete the Improvements, as specified on Exhibit "B" attached hereto and made a part hereof.

  • Transition Costs means the reasonable costs and expenses (including reasonable attorneys’ fees but excluding overhead) incurred or payable by the Successor Servicer in connection with the transfer of servicing (whether due to termination, resignation or otherwise), including allowable compensation of employees and overhead costs incurred or payable in connection with the transfer of the Receivable Files or any amendment to the Sale and Servicing Agreement required in connection with the transfer of servicing.

  • Termination Costs means all documented Direct Costs and Indirect Costs incurred by Transmission Owner in connection with the performance of the Services (i) prior to the effective date of termination, including such costs incurred for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services that cannot reasonably be avoided, mitigated or cancelled, (ii) to unwind any work undertaken prior to or after the effective date of termination to the extent reasonably necessary to return the Projects to a configuration or condition in compliance with Good Utility Practice and applicable Law, and (iii) arising from cancellation costs relating to orders or contracts entered into in connection with the performance of Services by Transmission Owner prior to the effective date of the termination.

  • Transaction Costs means all fees, costs and expenses incurred or payable by the Borrower or any Subsidiary in connection with the Transactions.

  • Start-Up Costs means all fees, costs, and expenses incurred in connection with establishing the State Mitigation Trust and the Indian Tribe Mitigation Trust and setting them up for operation. Start-up costs shall not include the cost of premiums for insurance policies.

  • Remediation Costs means the cost of any action taken to reduce the concentration of contaminants on, in or under the Eligible Property to permit a record of site condition to be filed in the Environmental Site Registry under section 168.4 of the Environmental Protection Act and the cost of complying with any certificate of property use issued under section 168.6 of the Environmental Protection Act, as further specified in the CIP.

  • Relocation Costs means costs incurred in the relocation of the furniture, fixtures, equip- ment, machinery and supplies, including, but not limited to, the cost of dismantling and reassembling equipment and the cost of floor preparation necessary for the reassembly of the equipment. Relocation costs include only such costs that are incurred during the ninety-day period immediately following the commencement of the relocation to an eli- gible premises. Relocation costs do not include costs for structural or capital improve- ments or items purchased in connection with the relocation.

  • Cleanup costs means expenses (including but not limited to legal and professional fees) incurred in testing for, monitoring, cleaning up, removing, containing, treating, neutralizing, detoxifying or assessing the effects of Pollutants.

  • O&M Costs as defined in the Depositary Agreement.

  • Transportation Costs means a component of the Charges, comprising those charges payable to the TNO and/or DNO for the use of their networks as applicable from time to time under the Industry Agreements including those charges more specifically referred to as “DUoS” and “TNUoS” and specified as “Included in the Unit Rate”, “Fixed” or “Pass-Through” in the Quotation Document or as otherwise notified to you as payable during the Supply Contract from time to time;

  • Direct Costs means the sum of the following:

  • Litigation Costs means all reasonable costs, charges, expenses, including attorneys', accountants' and expert witnesses' fees, and obligations paid or incurred in connection with investigating, defending (including affirmative defenses and counterclaims), obtaining or attempting to obtain a settlement, being a witness in, or participating in or preparing to defend, be a witness in, or participate in, any Proceeding and any appeal therefrom and the cost of appeal, attachment and similar bonds.

  • Reimbursable Costs means expenses incurred by the employee in the course of engaging in the planned learning activity and include registration, tuition and examination fees as well as textbooks/discs and applicable taxes. They may also include reasonable, incremental meal, accommodation and travel expenses.

  • Operating Costs means the incremental expenses incurred by the Recipient on account of Project implementation, management, and monitoring, including for office space rental, utilities, and supplies, bank charges, communications, vehicle operation, maintenance, and insurance, building and equipment maintenance, advertising expenses, travel and supervision, salaries of contractual and temporary staff, but excluding salaries, fees, honoraria, and bonuses of members of the Recipient’s civil service.

  • Excess Costs means the additional costs, if any, which shall be

  • FOR Destination costs means the cost of equipment and material at the consignee’s stores. The cost is exclusive of Excise duty, Sales Tax and other Local Taxes, but is inclusive of packing, forwarding and insurance and freight charges.

  • Acquisition Costs means all fees, costs, expenses, stamp, registration or transfer Taxes incurred by the Group in connection with the Acquisition.

  • Basic Costs means all direct and indirect costs and expenses incurred in connection with the Building as more fully defined in Exhibit C attached hereto.

  • Additional Servicing Expenses means (a) all Property Protection Advances, fees and/or expenses incurred by and reimbursable to any Servicer, Trustee, Certificate Administrator or fiscal agent pursuant to the Servicing Agreement relating solely to the Mortgage Loan, and (b) all interest accrued on Advances made by (x) any Servicer or Trustee in accordance with the terms of the Servicing Agreement or (y) any Non-Lead Servicer or Non-Lead Trustee in accordance with the terms of the Non-Lead Securitization Servicing Agreement.

  • Maintenance Costs means parts and materials, sublet and labour costs of a qualified licensed mechanic for the maintenance of the Revenue Service Vehicles, but shall not include costs associated with interior and exterior transit advertising signs and non-mechanical servicing of Revenue Service Vehicles such as fuelling, clearing fareboxes, cleaning and painting wheel rims, vehicle washing and other work performed by a serviceman; and,

  • Training Costs means reasonable costs incurred to upgrade the technological skills of Full-Time Employees in Illinois and includes: curriculum development; training materials (including scrap product cost); trainee domestic travel expenses; instructor costs (including wages, fringe benefits, tuition and domestic travel expenses); rent, purchase or lease of training equipment; and other usual and customary training cots. “Training costs” do not include, except where the Company receives prior written approval of the Department, costs associated with travel outside the United States, wages and fringe benefits of employees during periods of training, administrative costs related to Full-Time Employees of the Taxpayer, or amounts paid to an affiliate of the Company.

  • Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.

  • Related Expenses means any and all costs, liabilities, and expenses (including, without limitation, losses, damages, penalties, claims, actions, reasonable attorney's fees, legal expenses, judgments, suits and disbursements) reasonably incurred by, or imposed upon, or asserted against, Lender in any attempt by Lender:

  • Basic generation service transition costs means the amount by