Stand Up Costs definition

Stand Up Costs means all reasonable, documented out-of-pocket fees, costs and expenses (other than Taxes except as specifically provided for in clause (iii) of this definition) arising prior to the Closing (whether incurred by the Company, Trimble, AGCO or their respective Affiliates) (i) required to implement the Master Steps Plan (including reasonable, documented legal fees related thereto), (ii) required as mutually agreed by Trimble and AGCO to stand up the Business as a standalone Business, or (iii) JCA Transfer Taxes and Carve-Out Transfer Taxes; provided, that any (x) individual expense exceeding its corresponding line item in the Stand Up Budget by more than ten percent (10%) incurred by Trimble, AGCO or their respective Affiliates shall require the express prior written consent of AGCO or Trimble (not to be unreasonably withheld, delayed or conditioned) and (y) expenses in the aggregate exceeding the Stand Up Budget by more than ten percent (10%) in the aggregate shall require the express prior written consent of both AGCO and Trimble (not to be unreasonably withheld, delayed or conditioned); provided, further, that “Stand Up Costs” shall exclude fees, costs and expenses under the Transition Services Agreement.

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Stand Up Costs means (A) all reasonable, documented out-of-pocket fees, costs and expenses (other than Taxes except as specifically provided for in clause (B) of this definition) arising prior to the Closing and with respect to the Brazil Business, arising prior to the Deferred Brazil Closing (whether incurred by the Company, Trimble, AGCO or their respective Affiliates) (i) required to implement the Master Steps Plan (including reasonable, documented legal fees related thereto), or (ii) required as mutually agreed by Trimble and AGCO to stand up the Business as a standalone Business, and (B) all JCA Transfer Taxes and Carve-Out Transfer Taxes whether arising prior to or after the Closing; provided, that any (x) individual expense exceeding its corresponding line item in the Stand Up Budget by more than ten percent (10%) incurred by Trimble, AGCO or their respective Affiliates shall require the express prior written consent of AGCO or Trimble (not to be unreasonably withheld, delayed or conditioned) and (y) expenses in the aggregate exceeding the Stand Up Budget by more than ten percent (10%) in the aggregate shall require the express prior written consent of both AGCO and Trimble (not to be unreasonably withheld, delayed or conditioned); provided, further, that “Stand Up Costs” shall exclude fees, costs and expenses under the Transition Services Agreement and, for the avoidance of doubt, the costs set forth in Section 14 of Schedule 2.01 to the Transition Services Agreement.

Examples of Stand Up Costs in a sentence

This Agreement shall become effective when at least two Members (1) execute this Agreement and (2) agree there is sufficient representation to fund the Construction Authority’s Stand Up Costs.
Except for the Construction Authority Stand Up Costs actually expended, funding for the Authority which shall include but not be limited to all costs incurred and associated with the design and construction of the Conveyance Project pursuant to this Agreement shall be derived exclusively from DWR.
The Construction Authority Stand Up Costs, which is to be used for the purpose of funding general overhead and administrative expenses for the initial operations of the Construction Authority, is budgeted not to exceed one million dollars ($1,000,000.00).
Members who were Members prior to this Agreement who contributed Construction Authority Stand Up Costs should be reimbursed any remaining Construction Authority Stand Up Costs within thirty days of the effective date of this Agreement.
Any Member that does not make its respective contribution to the Construction Authority Stand Up Costs within forty-five (45) days after a Treasurer and depository of funds has been selected by the Board or within forty-five (45) days of joining the Construction Authority, whichever is later, shall be deemed to have withdrawn as a Member and ceased to be a Party to this Agreement.
Effective upon the Closing, AGCO shall be bear responsibility for eighty-five percent (85%), and Trimble shall bear responsibility for fifteen percent (15%), respectively, of the aggregate Stand Up Costs incurred by the Parties from the date hereof until the Closing.
Effective upon the Closing, (i) Trimble shall bear responsibility for the first $14,000,000 of the aggregate Stand Up Costs incurred by the Parties from September 28, 2023 until the Closing and (ii) AGCO shall bear responsibility for eighty-five percent (85%), and Trimble shall bear responsibility for fifteen percent (15%), respectively, of any Stand Up Costs in excess of $14,000,000 in the aggregate incurred by the Parties from September 28, 2023 until the Closing.
For the avoidance of doubt, this Section 2.1(d) does not apply to any Stand Up Costs.
Notwithstanding anything to the contrary in this Agreement, all Transfer Taxes that are Stand Up Costs shall be borne and paid in accordance with Section 5.24(b).
Subject to Section 5.24, any costs, fees or expenses incurred by the parties hereto pursuant to this Section 5.09(b) (excluding, for the avoidance of doubt, underlying costs allocated to E▇▇▇▇▇▇ pursuant to clause (y)) shall be Stand Up Costs.

More Definitions of Stand Up Costs

Stand Up Costs means any documented, out-of-pocket fees, costs and expenses to stand up the Business as a standalone business in connection with the transactions contemplated by this Agreement, which fees, costs and expenses shall include (i) any accrued severance or statutory termination indemnities or gratuities that become payable to Transferred Employees as a result of the transfer of such Transferred Employees’ employment to a PEO in connection with the transactions contemplated by the Transaction Documents, (ii) any sign-on, concession or similar payments paid or payable by Emerson and its Subsidiaries (including the Emerald Entities) to Transferred Employees who are employed in a non-U.S. jurisdiction that are made in order to facilitate the transfer of such Transferred Employees’ employment to an Emerald Entity in connection with the transactions contemplated by the Transaction Documents, (iii) all Transfer Taxes imposed with respect to the transactions contemplated by this Agreement (including any Transfer Taxes incurred with respect to the Pre-Closing Restructuring, the Closing Trigger Date Restructuring or any other steps by the Master Step Plan, as it may be amended pursuant to Section 2.01(d) and/or Section 2.01(e), but excluding any Transfer Taxes included in Section 6.06(a)(xv)), and (iv) any other fees, costs or expenses of the type set forth on Schedule III.