Recharacterization The Parties intend the conveyance by the Seller to the Trustee of all of its right, title and interest in and to the Mortgage Loans pursuant to this Agreement to constitute a purchase and sale and not a loan. Notwithstanding the foregoing, to the extent that such conveyance is held not to constitute a sale under applicable law, it is intended that this Agreement shall constitute a security agreement under applicable law and that the Seller shall be deemed to have granted to the Trustee a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans.
Tax Characterization Each party to this Agreement (a) acknowledges that it is the intent of the parties to this Agreement that, for accounting purposes and for all Federal, state and local income and franchise tax purposes, the Series 2009-1 Notes will be treated as evidence of indebtedness, (b) agrees to treat the Series 2009-1 Notes for all such purposes as indebtedness and (c) agrees that the provisions of the Related Documents shall be construed to further these intentions.
Characterization (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator.
(b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.
Recharacterizations If you make a contribution to a Traditional IRA and later recharacterize either all or a portion of the original contribution to a Xxxx XXX along with net income attributable, you may elect to treat the original contribution as having been made to the Xxxx XXX. The same methodology applies when recharacterizing a contribution from a Xxxx XXX to a Traditional IRA. The deadline for completing a recharacterization is your tax filing deadline (including any extensions), for the year for which the original contribution was made. You may not recharacterize a Xxxx XXX conversion or an employer-sponsored retirement plan rollover.
Income Tax Characterization For purposes of federal income, state and local income and franchise and any other income taxes, the Issuer will, and each Noteholder by such Noteholder’s acceptance of any such Notes (and each Person who acquires an interest in any Notes through such Noteholder, by the acceptance by such Person of an interest in the applicable Notes) agrees to, treat the Notes that are characterized as indebtedness at the time of their issuance, and hereby instructs the Issuer to treat such Notes, as indebtedness for federal, state and other tax reporting purposes. Each Noteholder agrees that it will cause any Person acquiring an interest in a Note through it to comply with this Indenture as to treatment as indebtedness under applicable tax law, as described in this Section 3.21. The Notes will be issued with the intention that, for federal, state and local income and franchise tax purposes the Trust shall not be treated as an association or publicly traded partnership taxable as a corporation. The parties hereto agree that they shall not cause or permit the making, as applicable, of any election under Treasury Regulation Section 301.7701-3 (or any successor provision) whereby the Trust or any portion thereof would be treated as a corporation for federal income tax purposes. The provisions of this Indenture shall be construed in furtherance of the foregoing intended tax treatment.
Interoperability To the extent required by applicable law, Cisco shall provide You with the interface information needed to achieve interoperability between the Software and another independently created program. Cisco will provide this interface information at Your written request after you pay Cisco’s licensing fees (if any). You will keep this information in strict confidence and strictly follow any applicable terms and conditions upon which Cisco makes such information available.
Hot Weather Guidelines For the purposes of site based discussions regarding the need to plan and perform work during expected periods of hot weather, the following issues shall be considered in conjunction with proper consideration of Occupational Health and Safety issues.
Problem Solving Employees and supervisors are encouraged to attempt to resolve on an informal basis, at the earliest opportunity, a problem that could lead to a grievance. If the matter is not resolved by informal discussion, or a problem-solving meeting does not occur, it may be settled in accordance with the grievance procedure. Unless mutually agreed between the Employer and the Union problem-solving discussions shall not extend the deadlines for filing a grievance. The Union Xxxxxxx or in their absence, the Local Union President, or Area Xxxxxxx, or Chief Xxxxxxx, either with the employee or alone, shall present to the appropriate supervisor a written request for a meeting. If the supervisor agrees to a problem- solving meeting, this meeting shall be held within fourteen (14) calendar days of receipt of the request. The supervisor, employee, Union Xxxxxxx, and up to one (1) other management person shall attempt to resolve the problem through direct and forthright communication. If another member of management is present that person will not be hearing the grievance at Step Two, should it progress to that Step. The employee, the Union Xxxxxxx or in their absence, the Local Union President, or Area Xxxxxxx, or Chief Xxxxxxx, may participate in problem-solving activities on paid time, in accordance with Article 31, Union Rights, Section 1H.
Shift Rotation Routine shift rotation is not an approach to staffing endorsed by the Employer. Except for emergency situations where it may be necessary to provide safe patient care, shift rotation will not be utilized without mutual consent. If such an occasion should ever occur, volunteers will be sought first. If no one volunteers, the Employer will rotate shifts on an inverse seniority basis until the staff vacancies are filled.
Extra Trips a. Bus Drivers may be absent from driving part and/or all of their regular bus routes to take an extra trip. This will include Kindergarten route, shuttles, and noon Xxxxx Drivers. For Pay purposes the extra trip begins at the end of the driver's regular route.
b. Regular Drivers desiring to take trips shall sign up at first Bus Drivers' Meeting held either prior to or on the opening day of school. Any Driver may join or remove themselves from the list at any time. All extra trips (Educational and Athletic/Group) shall be posted on one (1) list.
c. Eligible Drivers shall be offered trips at a monthly field trip meeting on a seniority rotating basis. Between monthly meetings, trips shall be offered by phone or radio, on a seniority basis.
d. If a Driver cancels a trip they agreed to drive, the trip will be offered to the next driver (who does not have a trip assigned) on a seniority basis from the canceled trip list.
e. Drivers may not exchange trips.
f. Drivers taking a group trip which involves an admission price and/or parking fee shall be covered by the group sponsoring the trip.
g. In the event none of the eligible Drivers on the seniority rotation list are available to take a trip, the Drivers on the as-needed list will be asked. If no regular Drivers are available, then a Sub will be asked. If no Regular or Sub Drivers can take a trip, the Transportation Supervisor will appoint a Driver, starting with the least senior Driver on the DO WANT trips list.
h. The Board may use the radio to contact Drivers for trips. Drivers must make the decision to drive or not to drive the offered trip within two (2) hours.
i. If at all possible, the trips will be scheduled around two (2) weeks in advance.
j. If a Driver shows up for a trip, and has not been notified the trip has been canceled, or a coach/advisor transports students, the Driver will be paid for two (2) regular hours and the driver will not be charged for the trip.
k. If a Driver's trip date is changed, the scheduled Driver will stay on the trip. If the trip is canceled completely, the driver will be inserted next up the seniority rotation. The inserted driver shall not be taken out of rotation for forthcoming trips.
l. If an Athletic Trip is canceled mid-event, the driver will be paid for the actual number of hours on duty; if rescheduled, the rescheduled event will be a new trip on the rotation list and the driver will be paid for the actual number of hours on duty.
m. If a driver is on the insert list and already has a trip on the same day as a newly offered trip, the driver will stay on the insert list until a trip is offered for a day the driver is not already schedule to drive an extra trip.
n. Any driver who cancels an extra trip two (2) or more times in a given month shall be skipped in the next rotation.
o. Pay for extra trips will begin after the driver’s regular route time and will be at the driver’s regular rate of pay for up to two and one-half (2.5) hours for driver time and pre-trip. The remaining portion of the route will be at the Step 0 base rate.
p. Overnight trips shall be considered special trips with reimbursement determined on an individual basis.
q. Drivers on Leaves of Absences are not eligible for extra trips.
r. Drivers are not eligible for extra trips on days on which they have called in and are off.
