Notional Amount For each Distribution Date (and the related Interest Accrual Period) each of the Class M-1, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates shall accrue interest at a per annum rate equal to the B Average Rate.
Contribution Amounts The Sellers and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8(h). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.
Payment Amounts The aggregate Payments to be made in a fiscal year shall not exceed an amount equal to the corresponding Appropriated Amount (for example, for the Payments due on December 1, 2026 and on June 1, 2027, the aggregate maximum amount of such Payments would be determined by the Appropriated Amount determined for certification by December 1, 2025). Furthermore, the amount of each such Payment shall not exceed the Annual Percentage of Incremental Property Tax Revenues (excluding allocations of “back-fill” or “make-up” payments from the State of Iowa for property tax credits or roll-back) actually received by the City from the Marshall County Treasurer attributable to the taxable incremental valuation of the Property in the six (6) months immediately preceding such Payment due date.
Interest Accrual Each Class of Notes will accrue interest on its Note Balance for each Interest Period until the Note Balance has been paid in full at a rate per annum equal to its Note Interest Rate for that Interest Period. Interest on the Class A-1 and Class A-2b Notes will be calculated for each Interest Period on the basis of the actual number of days in the Interest Period and a 360-day year. Interest on the Notes (other than the Class A-1 and Class A-2b Notes) for each Interest Period will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on each Note for each Interest Period will be due and payable on the related Payment Date.
Vacation Accrual Rates Laid off employees who are re-employed shall have the vacation accrual rate they held immediately prior to layoff restored.
Interest Unpaid Class Accrued Certificate Interest Shortfalls Interest Class Interest Payable Pay-out Rate ----- -------- ------------------- ------- ------------ R $ 0.00 $ 0.00 $ 0.00 %0.000000000 PO $ 0.00 $ 0.00 $ 0.00 %0.000000000 A1 $ 153,408.89 $ 0.00 $ 153,408.89 %5.950000013 A2 $ 228,536.00 $ 0.00 $ 228,536.00 %6.000000000 A3 $ 892,574.07 $ 0.00 $ 892,574.07 %6.249999980 A4 $ 188,303.45 $ 0.00 $ 188,303.45 %5.463749883 A5 $ 104,641.75 $ 0.00 $ 104,641.75 %3.036249996 A6 $ 1,265,469.75 $ 0.00 $ 1,265,469.75 %6.500000012 A7 $ 807,304.70 $ 0.00 $ 807,304.70 %6.500000035 A8 $ 288,597.53 $ 0.00 $ 288,597.53 %6.500000029 A9 $ 5,475.51 $ 0.00 $ 0.00 %6.500004595 A10 $ 102,533.15 $ 0.00 $ 102,533.15 %6.500000317 A11 $ 36,259.17 $ 0.00 $ 36,259.17 %6.500000598 A12 $ 8,706.67 $ 0.00 $ 8,706.67 %8.000003063 A13 $ 97,830.41 $ 0.00 $ 97,830.41 %5.663749756 A14 $ 48,990.77 $ 0.00 $ 48,990.77 %9.217811872 A15 $ 0.00 $ 0.00 $ 0.00 %0.000000000 A16 $ 8,205.08 $ 0.00 $ 0.00 %6.499997726 A17 $ 27,377.53 $ 0.00 $ 0.00 %6.499999821 A18 $ 31,669.04 $ 0.00 $ 31,669.04 %6.749999467 A19 $ 32,841.97 $ 0.00 $ 32,841.97 %7.000000000 A20 $ 0.00 $ 0.00 $ 0.00 %0.000000000 A21 $ 11,860.87 $ 0.00 $ 0.00 %6.499999338 A22 $ 515,883.47 $ 0.00 $ 515,883.47 %6.500000016 S $ 336,620.40 $ 0.00 $ 336,620.40 %0.454839554 RL $ 0.00 $ 0.00 $ 0.00 %0.000000000 M $ 95,282.60 $ 0.00 $ 95,282.60 %6.500000161 B1 $ 38,626.76 $ 0.00 $ 38,626.76 %6.499999201 B2 $ 23,177.14 $ 0.00 $ 23,177.14 %6.499999887 B3 $ 25,751.18 $ 0.00 $ 25,751.18 %6.500000875 B4 $ 10,301.55 $ 0.00 $ 10,301.55 %6.499998651 B5 $ 12,875.59 $ 0.00 $ 12,875.59 %6.499998605
Accrual Rates All eligible employees shall accrue vacation pay according to the following rates:
Payment of Additional Amounts All payments made by the Guarantor under or with respect to the Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, levies, imposts, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Taxing Jurisdiction (“Taxes”), unless the Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. In the event that Guarantor is required to so withhold or deduct any amount for or on account of any Taxes from any payment made under or with respect to the Guarantees, the Guarantor will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder of Securities (including Additional Amounts) after such withholding or deduction will equal the amount that such Holder would have received if such Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment to a holder of the Offered Securities or a holder of a beneficial interests in the Offered Securities where such holder is subject to taxation on such payment by a relevant Taxing Jurisdiction for any reason other than such holder’s mere ownership of the Offered Securities or for or on account of:
(a) any Taxes that are imposed or withheld solely because such holder or a fiduciary, settler, beneficiary, or member of such holder if such holder is an estate, trust, partnership, limited liability company or other fiscally transparent entity, or a person holding a power over an estate or trust administered by a fiduciary holder:
(i) is or was present or engaged in, or is or was treated as present or engaged in, a trade or business in the Taxing Jurisdiction or has or had a permanent establishment in the Taxing Jurisdiction;
(ii) has or had any present or former connection (other than the mere fact of ownership of such Securities) with the Taxing Jurisdiction imposing such Taxes, including being or having been a citizen or resident thereof or being treated as being or having been a resident thereof;
(iii) with respect to any withholding Taxes imposed by the United States, is or was with respect to the United States a personal holding company, a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or corporation that has accumulated earnings to avoid United States federal income tax; or
(iv) owns or owned 10% or more of the total combined voting power of all classes of stock of the Company or the Guarantor;
(b) any estate, inheritance, gift, sales, transfer, excise or personal property Taxes imposed with respect to the Securities, except as otherwise provided herein;
(c) any Taxes imposed solely as a result of the presentation of such Securities (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or holder thereof would have been entitled to the payment of Additional Amounts had the Securities been presented for payment on any date during such 30-day period;
(d) any Taxes imposed solely as a result of the failure of such holder or any other person to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the Taxing Jurisdiction of such holder, if such compliance is required by statute or regulation of the relevant Taxing Jurisdiction as a precondition to relief or exemption from such Taxes;
(e) with respect to withholding Taxes imposed by the United States, any such Taxes imposed by reason of the failure of such holder to fulfill the statement requirements of sections 871(h) or 881(c) of the Code;
(f) any Taxes that are payable by any method other than withholding or deduction by the Guarantor or the Company or any paying agent from payments in respect of such Securities;
(g) any Taxes required to be withheld by any paying agent from any payment in respect of any Securities if such payment can be made without such withholding by at least one other paying agent;
(h) any Taxes required to be deducted or withheld pursuant to the European Council Directive 2003/48/EC of June 3, 2003 on the taxation of savings income in the form of interest payments, or any amendment thereof, or any law implementing or complying with, or introduced in order to conform to, that Directive or the Luxembourg Law of December 23, 2005, as amended;
(i) any withholding or deduction for Taxes which would not have been imposed if the relevant Securities had been presented to another paying agent in a Member State of the European Union; or
(j) any combination of Section 3.02(a), (b), (c), (d), (e), (f), (g), (h) and (i). Additional Amounts will not be payable to or for the account of any Holder or the holder of a beneficial interest in an Offered Security if such payment would not be subject to such withholding or deduction of Taxes but for the failure of a Holder or the holder of a beneficial interest in an Offered Security to make a valid declaration of non-residence or other similar claim for exemption or to provide a certificate declaring its non-residence, if the Company were treated as a domestic corporation under United States federal income tax and if (x) the making of such declaration or claim or the provision of such certificate is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant Taxing Authority as a precondition to an exemption from, or reduction in, the relevant Taxes, and (y) at least 90 days prior to the first payment date with respect to which the Guarantor shall apply this paragraph, the Guarantor shall have notified all Holders of Offered Securities in writing that they shall be required to provide such declaration or claim. Additional Amounts also will not be payable to any Holder or the holder of a beneficial interest in an Offered Security that is a fiduciary, partnership, limited liability company or other fiscally transparent entity, or to such holder that is not the sole Holder or holder of such beneficial interests of such Offered Security, as the case may be. This exception, however, will apply only to the extent that a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment. In addition, no Additional Amounts will be paid on account of any Taxes imposed or withheld pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version that is substantively comparable) and any current or future regulations promulgated thereunder or official interpretations thereof. The Guarantor will also (i) make such withholding or deduction of Taxes and (ii) remit the full amount of Taxes so deducted or withheld to the relevant Taxing Jurisdiction in accordance with all applicable laws. The Guarantor will use its commercially reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Taxing Authority imposing such Taxes. The Guarantor will, upon request, make available to the holders of the Offered Securities, within 90 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Guarantor or if, notwithstanding Guarantor’s efforts to obtain such receipts, the same are not obtainable, other evidence of such payments by Guarantor. At least 30 days prior to each date on which any payment under or with respect to the Guarantees is due and payable, if the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Guarantor will deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and will set forth such other information as is necessary to enable such Trustee to pay such Additional Amounts to holders of Offered Securities on the payment date. The provisions of this Article II shall survive any termination of the discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which the Guarantor or any successor Person to the Guarantor is organized or is engaged in business for tax purposes or any political subdivisions or taxing authority or agency thereof or therein; provided, however, the date on which the Guarantor changes its jurisdiction in which it is organized or such Person becomes a successor to the Guarantor shall be substituted for the date on which the Offered Securities was issued. Whenever in this Indenture, the Securities or the Guarantees there is mentioned, in any context, the payment of principal and premium, if any, redemption price, interest or any other amount payable under or with respect to any Security, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
Accrual Rate Compensatory time for employees will accrue at the rate of one and one-half hours for each one hour of overtime worked.
FIXED AMOUNTS The fixed amounts contained in Section I of this agreement are based on an estimate of the costs that will be incurred during the period to which the amounts apply. When the actual costs for this period are determined, any differences between the fixed costs used as an estimate and the actual costs will be considered in a subsequent agreement.
