Loans; Nonperforming and Classified Assets (a) Each loan, loan commitment, letter of credit or other extension of credit (“Loan”) on the books and records of HBI or any HBI Subsidiary (i) was made and has been serviced in all material respects in accordance with their customary lending standards in the ordinary course of business, (ii) is evidenced in all material respects by appropriate and sufficient documentation, (iii) to the extent secured, has been secured or is in the process of being secured, by valid Liens, which have been perfected or are in the process of being perfected, in accordance with all applicable Laws and, (iv) to the knowledge of HBI, constitutes the legal, valid and binding obligation of the obligor named in the contract evidencing such Loan subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor’s rights or by general equity principles.
(b) HBI has made available to FNB a listing as to HBI and each HBI Subsidiary as of the latest practicable date, which shall be a date no earlier than March 31, 2021: (i) any Loan with an outstanding balance of $5,000,000 or more and under the terms of which the obligor is ninety (90) or more days delinquent in payment of principal or interest, or to HBI’s knowledge, in default of any other material provision thereof, (ii) each Loan that has been classified as “substandard”, “doubtful”, “loss” or “special mention” or words of similar import by HBI, a HBI Subsidiary or an applicable Regulatory Agency, (iii) a listing of the real estate classified as “Other Real Estate Owned” (“OREO”) acquired by foreclosure or by deed-in-lieu thereof, including the book value thereof and (iv) each written or oral loan agreement, note or borrowing arrangement, including leases, credit enhancements, commitments, guarantees and interest-bearing assets, with any Affiliate. For purposes of this Agreement, “Affiliate” means, with respect to either party, any director, executive officer or five percent or greater shareholder of such party or such party’s Subsidiaries, or to the knowledge of such party, any other Person controlling, controlled by or under common control with any of the foregoing. “Control”, with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or any other means.
WAGE RATES AND CLASSIFICATIONS Classifications and the hourly wage rates applicable thereto are contained in the Appendices attached to and forming part of this Agreement.
Wages and Classification Premiums Provisions under these headings shall remain unchanged and are repeated as 20.04, except to the extent that the Wage Schedule referred to in the hospital's expiring collective agreement shall be adjusted and retroactivity shall be paid in accordance with the Implementation Agreement signed.
Categories All personnel of the Logistics & Supply Business Unit, within the following work categories and in classifications as enumerated in Article 8.03, are covered by this Agreement. Nothing in this agreement prevents an employee from performing either on a day to day or regular basis, any function or task that is generally performed by any category, provided that the employee is competent to perform the work required. Any efficiencies attained out of this flexibility is not intended to eliminate a category.
Trunk Types 2.2.1 In interconnecting their networks pursuant to this Attachment, the Parties will use, as appropriate, the following separate and distinct trunk groups:
2.2.1.1 Interconnection Trunks for the transmission and routing of Reciprocal Compensation Traffic, translated LEC IntraLATA toll free service access code (e.g., 800/888/877) traffic, and IntraLATA Toll Traffic, between their respective Telephone Exchange Service Customers, Tandem Transit Traffic, and, Measured Internet Traffic, all in accordance with Sections 5 through 8 of this Attachment;
2.2.1.2 Access Toll Connecting Trunks for the transmission and routing of Exchange Access traffic, including translated InterLATA toll free service access code (e.g., 800/888/877) traffic, between Ymax Telephone Exchange Service Customers and purchasers of Switched Exchange Access Service via a Verizon access Tandem in accordance with Sections 9 through 11 of this Attachment; and
2.2.1.3 Miscellaneous Trunk Groups as mutually agreed to by the Parties, including, but not limited to: (a) choke trunks for traffic congestion and testing; and, (b) untranslated IntraLATA/InterLATA toll free service access code (e.g. 800/888/877) traffic.
2.2.2 Other types of trunk groups may be used by the Parties as provided in other Attachments to this Agreement (e.g., 911/E911 Trunks) or in other separate agreements between the Parties (e.g., directory assistance trunks, operator services trunks, BLV/BLVI trunks or trunks for 500/555 traffic).
2.2.3 In accordance with the terms of this Agreement, the Parties will deploy One-Way Interconnection Trunks (trunks with traffic going in one direction, including one-way trunks and uni-directional two-way trunks) and/or Two-Way Interconnection Trunks (trunks with traffic going in both directions).
2.2.4 Ymax shall establish, at the technically feasible Point(s) of Interconnection on Verizon’s network in a LATA, separate Interconnection Trunk group(s) between such POI(s) and each Verizon Tandem in a LATA with a subtending End Office(s) to which Ymax originates calls for Verizon to terminate.
2.2.5 In the event the volume of traffic between a Verizon End Office and a technically feasible Point of Interconnection on Verizon’s network in a LATA, which is carried by a Final Tandem Interconnection Trunk group, exceeds (a) the Centium Call Seconds (Hundred Call Seconds) busy hour equivalent of one (1) DS1 at any time; (b) 200,000 minutes of use for a single month; and/or; (c) 600 busy hour Centium Call Seconds (BHCCS) of use for a single month: (i) if One-Way Interconnection Trunks are used, the originating Party shall promptly establish new or augment existing End Office One-Way Interconnection Trunk groups between the Verizon End Office and the technically feasible Point of Interconnection on Verizon’s network; or,
Classification of Loans and Borrowings For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).
Client Classification 7.1. We shall not have an obligation to treat our clients in different classes depending on their knowledge and expertise.
Categories of Data Subject 2.1. When using this Service, the groups of individual’s data by category • Your end users using the service that you deliver • The personal data about your employees and contractors that bookinglab collects as a Customer of ours to complete account administration and set up
Liabilities Not Assumed Notwithstanding any provision hereof to the contrary, the Buyer shall not assume, satisfy or perform any of the following Liabilities (the "Excluded Liabilities"):
(a) any Liability to the extent such Liability is in respect of, in connection with, or otherwise arising from the operation or use of the Excluded Assets or any other assets of the Sellers that are not Acquired Assets;
(b) any Liability including, without limitation, any Environmental Liability, to the extent such Liability is in respect of, in connection with, or arising from the Seller Easements;
(c) any Liabilities, including, without limitation, any Environmental Liabilities, to the extent relating to the off-Site disposal, storage, transportation, discharge, Release, recycling, or the arrangement for such activities of Hazardous Substances that were generated at the Site, at any Offsite Hazardous Substance Facility or at a location other than the Site (other than as a result of subsurface migration from the Site), where the initial disposal, storage, transportation, discharge, Release or recycling of such Hazardous Substances at such Offsite Hazardous Substance Facility occurred on or prior to the Initial Closing Date;
(d) any Liability of the Sellers to the extent arising from the execution, delivery or performance of this Agreement or a Related Agreement or the transactions contemplated hereby or thereby;
(e) any Liability in respect of Taxes to the extent attributable to the Acquired Assets accrued prior to the relevant Closing Date, except those Taxes expressly allocated to the Buyer pursuant to Section 8;
(f) subject to the provisions of Section 5.7, any Liability, whether funded or unfunded, to the extent arising out of any Employee Benefit Plan established or maintained in whole or in part by any Seller (or its Affiliate) or to which any Seller (or its Affiliate) contributes or contributed, or is or was required to contribute, at any time prior to the Initial Closing Date and any Liability for the termination or discontinuance of, or any Seller's or its Affiliates' withdrawal from, any such Employee Benefit Plan;
(g) any Liabilities of any Seller or any of its Affiliates for any compensation or any benefits whether in relation to any of the Plant Employees, independent contractors or any other individuals who are later determined by a court or governmental agency to have been employees of a Seller or its Affiliates, including, without limitation, (i) wages, bonuses, incentive compensation, shift or work schedule adders, on-call pay, call-out pay, vacation pay, sick pay, paid time off, workers compensation, unemployment compensation, withholding obligations, unemployment taxes or similar obligations accruing or related to work performed prior to the Initial Closing Date; (ii) severance pay, other termination pay, post-retirement benefits and COBRA coverage, accruing or related to work performed prior to the Initial Closing Date; or (iii) any other form of compensation or benefits accruing or related to work performed prior to the Initial Closing Date under the terms or provisions of any Employee Benefit Plan of any Seller or such Affiliate, or any other agreement, plan, practice, policy, instrument or document relating to any of the Acquired Assets Employees, other than the Liabilities expressly assumed by the Buyer under Section 5.7;
(h) with respect to the Acquired Assets Employees or any independent contractors, or other individuals subject to Section 5.7, except for liabilities under any employment contracts with NAESCO employees relating to periods on and after the Closing Date, which Liabilities are assumed only to the extent set forth in Section 2.3(b), any Liabilities or obligations relating to the employment or termination of employment, including personal injury, tort, discrimination (including claims for whistleblowing under the Atomic Energy Act and the Energy Reorganization Act of 1974 as amended, as well as claims under Title VII of the Civil Rights Act of 1964, as amended, Executive Order 11246, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Act, and/or any other federal, state or local statute, ordinance, regulation or order prohibiting discrimination or requiring affirmative action), wrongful discharge, breach of implied or express contract, unfair labor practices or any claim asserted in an individual employee grievance procedure, or constructive termination by any Seller or its Affiliate of any individual, or similar claim or cause of action attributable to any action or inaction by any Seller or any of its Affiliates that arise out of wrongful acts or omissions, occurring prior to the Initial Closing Date or such later date as the individual may have commenced employment with Buyer pursuant to Section 5.7(a) or (b); provided that the Sellers shall not have any liability for similar actions or inactions by any other Person on or after the Initial Closing Date or such later date as the individual shall have commenced employment with the Buyer;
(i) any Liabilities of Sellers to the extent accrued or related to or attributable to the period prior to the Initial Closing Date under any contract, license, Permit or other instrument relating to the Acquired Assets (including, without limitation, the Leases, Emergency Preparedness Agreements and Other Assigned Contracts, the Material Contracts and the NRC Licenses);
(j) all Liabilities for assessments for decommissioning and decontamination fund fees accrued and payable under 42 U.S.C. Section 2297g-1 prior to the Initial Closing Date;
(k) any Liabilities, including, without limitation, any Environmental Liabilities, resulting from any illegal acts or willful misconduct of the Sellers or NAESCO or their employees, agents or contractors, occurring prior to the Initial Closing Date;
(l) all Liabilities for fees payable to DOE under the DOE Standard Contracts accrued or related to electricity generated and sold prior to the Initial Closing Date, and interest accrued thereon as set forth in Article VIII of the DOE Standard Contracts;
(m) any Liabilities to the extent relating to the Business Finance Authority of the State of New Hampshire Pollution Control Revenue Bonds (as set forth in Schedule 2.4(m), the "Pollution Control Bonds") and any agreements relating thereto, other than those arising out of the breach by the Buyer of the covenants contained in Section 5.8(d);
(n) any Liens on the Acquired Assets, except for Permitted Encumbrances;
(o) except as otherwise expressly set forth in this Agreement, any other Liability, obligation, claim, action, complaint, debt, suit, cause of action, investigation, or proceeding of any kind whatsoever asserted by any Third Party, against or relating to any of the Buyer, the Sellers or the Acquired Assets, for damages suffered by such Third Party arising from or relating to the use, ownership or lease of the Acquired Assets or operation of the Facility prior to the Initial Closing Date;
(p) all Liabilities of NEP and PSNH under the Transmission Support Agreement, except for NEP's transmission support payment obligations; and
(q) the escrow account contribution obligation of each Seller under the Unit 2 Memorandum of Understanding with the Town of Seabrook; and
(r) any Liability which is required to be accrued in accordance with GAAP by any Seller on the balance sheet of such Seller as of the Initial Closing Date or a Subsequent Closing Date, as the case may be, , other than those Liabilities which are specifically identified as Assumed Liabilities in Section 2.3.
WAGES AND CLASSIFICATIONS 42.01 The classification and wages for persons covered by the Collective Agreement shall, during the term of the Agreement, be as set out in Schedule "D" attached hereto.
42.02 Where a Child and Youth Worker II or III, who has a minimum of three (3) years continuous service in his/her current position wishes, for the purposes of career development and experience to apply for a Child and Youth Worker position which is classified one level lower, s/he may apply to the Chief Human Resources Officer to have this position considered as a secondment for a maximum of one (1) year through which s/he will retain his/her current salary.
(a) If a new job is established by the Employer, the Joint Job Evaluation Committee will evaluate the job. In circumstances where it is impossible for either party to convene the Joint Job Evaluation Committee, or a rating cannot be agreed upon prior to the posting of a newly created job, the Employer will set the initial wage rate. It is agreed that the newly created job will be reviewed by the Joint Job Evaluation Committee no later than three (3) months after the date that the new job is posted, unless otherwise agreed. Any increase in rate of pay resulting from such a review shall be retroactive to the start date(s) of the employee(s) in the new position. In the event that the rate of pay decreases, any decrease shall not apply to present incumbents. If the parties are unable to agree upon the rate of pay, the procedure set out in Article 42.04 shall apply. At the request of either party, all newly created jobs shall be re-reviewed by the Joint Job Evaluation Committee within twelve (12) months of the start date of the new job. Any increase in rate of pay resulting from such a review shall be retroactive to the start of the new job. In the event that the rate of pay decreases, any decrease shall not apply to present incumbents. If the parties are unable to agree upon the rate of pay, the procedure set out in Article 42.04 shall apply.
(b) Where the duties and responsibilities of an employee’s job are changed by the Employer in a substantive manner, so that a job is no longer properly classified and the rate should be changed, either the employee or the Employer may request that the job be reviewed by the Joint Job Evaluation Committee. Any such request must be made within six (6) months of the changes to the duties and responsibilities being made by the Employer. The job will be reviewed by the Joint Job Evaluation Committee no later than three (3) months after the request. It is understood that the cumulative effect of small changes may result in change “in a substantive manner”. Any increase in rate of pay resulting from such a review shall be retroactive to the date that the request was made which resulted in a re- classification. In the event that the rate of pay decreases, any decrease shall not apply to present incumbents. If the parties are unable to agree upon the rate of pay under a changed job as referred to above, the procedure set out in Article 42.04 shall apply with the appropriate changes. No job will be reviewed under section (b) more than once every twelve
