Bridge Periods Sample Clauses

Bridge Periods. If, for any Income Tax purpose, a taxable year or taxable period of PFP or any of the other Praxis Companies which begins before the Closing Date and ends after the Closing Date (a "Bridge Period") does not terminate on the Closing Date, and the PAC Parties have the responsibility to pay Taxes for all or a portion of the Bridge Period, the parties hereto will, to the extent permitted by Applicable Law, elect with the relevant Tax Authority to treat the portion of the Bridge Period on or before the Closing Date (a "PFP Period") for all purposes as a short taxable period ending as of the close of the Closing Date and such short taxable period shall be treated as a Pre-Closing Period for purposes of this Agreement and the portion of the Bridge Period after the Closing Date (the "PAC Period") shall be treated as a Post-Closing Period for purposes of this Agreement. In any case where Applicable Law does not permit such an election to be made, then, for purposes of this Agreement, for the Bridge Period shall be allocated between the PFP Period and the PAC Period using an interim-closing-of-the-books method assuming that such taxable period ended at the close of business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis (such as the deduction for depreciation) shall be apportioned on a per diem basis. (i) The PAC Parties shall cause PFP and the other Praxis Companies to prepare and file all Tax Returns and pay all Taxes due, if any, with respect to PFP and the other Praxis Companies for any Bridge Period that does not terminate on the Closing Date, for which it is responsible to pay Taxes in whole or in part, provided that the satisfy their obligations as set forth in this Section 8.8(c)(i). The PFP Representative shall promptly deliver to the PAC Parties work papers relating to Taxes due for the PFP Period, certified by the PFP Representative, setting forth in detail all information required to complete the applicable Tax Returns. Upon notice from the PAC Parties, the PFP Stockholders shall pay to the PAC Parties the Taxes for the PFP Period on or before the second business day prior to the due date for the payment of such Taxes, by wire transfer of immediately available funds to the account designated by the PAC Parties. In the event that the PFP Stockholders fail to make the payments required by this Section 8.8(c)(i) to the PAC Parties prior to the date any payment for Income Taxes as described in thi...
Sample 1
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Bridge Periods i. Spring to Summer: Current Academic Year 2023-2024 and Spring 2024 Licensees approved for Summer 2024 are eligible for continuous residency during the term transition bridge period May 19, 2024, through May 23, 2024. ii. Summer to Academic Year: Licensees agreeing to both Summer 2024 and Academic Year 2024-2025 contracts are extended from August 8, 2024, through August 22, 2024. August 16, 2024, through August 21, 2024, is considered 2024-2025 Academic Year early occupancy and subject to the CSUSB Housing License Agreement 2024-2025 Academic Year.
Sample 1

Related to Bridge Periods

  • Meal Periods (a) Meal periods shall be scheduled as close as possible to the middle of the scheduled hours of work. The length of the meal period shall be agreed to at the local level and shall be not less than 30 minutes nor more than 60 minutes. (b) An employee shall be entitled to take their meal period away from the workstation. Where this cannot be done, the meal period shall be considered as time worked.

  • Break Periods There will be no rest periods, organized coffee breaks or other non-working time established during working hours. Individual coffee containers will be permitted at the employee’s work location.

  • Vacation Periods Vacation schedules will be set by the employee’s immediate supervisor(s) and sent to the Office of Human Resources for approval. Employees may request a particular period for vacation. Vacation days may not be taken in advance of their accrual. Those employees who are on a 12-month teacher contract are paid during Spring Break and Winter Recess, however, are not expected to be in attendance or perform duties during those breaks.

  • Black-Out Periods (a) Notwithstanding Section 2, and subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible. (b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above (a “Suspension Event”), the Company shall give a Suspension Notice to the Selling Holders’ Counsel, if any, and the Holders to suspend sales of the Registrable Securities and such Suspension Notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its reasonable best efforts and taking all reasonable steps to terminate suspension of the use of the Shelf Registration Statement as promptly as possible. A Holder shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Securities at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Selling Holders’ Counsel, if any, promptly following the conclusion of any Suspension Event and its effect. (c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that Common Stock covered by such Shelf Registration Statement are no longer Registrable Securities.

  • Notice Periods The notice period (expressed in Working Days) to be given by the Customer in respect of Clause 38.1 shall be the number of whole days that is 20% of the total duration of the final SOW to be executed under this Contract, up to a maximum of 30 Working Days. Partial days shall be discounted in the calculation and the duration of the SOW shall be calculated in Working Days. For example, if the duration of the SOW is 10 Working Days: 20% of the SOW is 2 days. The Notice Period = 2 Working Days; or if the duration of the SOW is 62 Working Days, 20% of the SOW is 12.

  • Pay Periods The Employer shall provide for biweekly pay periods. Each employee shall be provided with an itemized statement of his or her earnings and all deductions made for any purpose.

  • Preparation Periods 31-1 The School District agrees to maintain daily preparation periods during the student day in all junior and senior high schools. At schools where block scheduling is in effect, the total preparation time provided shall be equal to the preparation time provided at schools not operating on a block schedule. 31-2 The School District shall maintain at each elementary school a minimum of two hundred and fifty (250) minutes preparation time per week per teacher, during the students’ instructional day, in not less than forty- (40) minute blocks. Each elementary school shall be allocated and assigned library aide hours per school day in accordance with the following schedule: This aide time is provided in addition to the assigned media clerk time. Library aide time is guaranteed for the school year once set on a school year basis. There will be no changes in library aide time allocated due to fluctuation in enrollment. This provision for allocating library aide time will only remain as part of this Agreement if librarians are used to provide preparation time to elementary teachers. 31-3 Preparation time provided for in this Article shall be utilized by teachers in a manner which enables further development and refinement of professional skills and for instructional effectiveness. 31-4 Although it does not relate to any mandatory subject of bargaining, the School District states that it is its aim and objective to establish a maximum class load of thirty (30) students in grades 4, 5, and 6. 00-0 Xxx Xxxxxxxx may direct use of teacher preparation periods if such directed use is infrequent, advance notice is given and the District’s use of the teacher’s preparation period must not consume an entire period.

  • Commencement of Interest Periods The first Interest Period shall commence on the Drawdown Date and each subsequent Interest Period shall commence on the expiry of the preceding Interest Period.

  • Retention periods Documentation which serves as evidence of orderly and proper data processing must be retained by ATOSS in accordance with the applicable statutory retention periods beyond the end of the contract. To relieve itself of this obligation, ATOSS may turn said documentation over to the Customer at the end of the contract.

  • Number of Interest Periods There may be no more than 6 different Interest Periods for LIBOR Loans outstanding at the same time.

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