Effect on Transaction Documents Except as expressly set forth above, all of the terms and conditions of the Transaction Documents shall continue in full force and effect after the execution of this Agreement and shall not be in any way changed, modified or superseded by the terms set forth herein, including, but not limited to, any other obligations the Company may have to the Purchaser under the Transaction Documents. Notwithstanding the foregoing, this Agreement shall be deemed for all purposes as an amendment to any Transaction Document as required to serve the purposes hereof, and in the event of any conflict between the terms and provisions of the Debentures or any other Transaction Document, on the one hand, and the terms and provisions of this Agreement, on the other hand, the terms and provisions of this Agreement shall prevail.
Solvency of Customers Each Customer, to the best of each Borrower’s knowledge, as of the date each Receivable is created, is and will be solvent and able to pay all Receivables on which the Customer is obligated in full when due or with respect to such Customers of any Borrower who are not solvent such Borrower has set up on its books and in its financial records bad debt reserves adequate to cover such Receivables.
Effect on Loan Documents (a) The Credit Agreement, as amended hereby, and each of the other Loan Documents, as amended as of the date hereof, shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance of this Amendment shall not operate, except as expressly set forth herein, as a waiver of, consent to, or a modification or amendment of, any right, power, or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document. Except for the amendments to the Credit Agreement expressly set forth herein, the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect. (b) Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to "the Credit Agreement", "thereunder", "therein", "thereof' or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby. (c) To the extent that any of the terms and conditions in any of the Loan Documents shall contradict or be in conflict with any of the terms or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby. (d) This Amendment is a Loan Document. (e) Unless the context of this Amendment clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms "includes" and "including" are not limiting, and the term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or". The words "hereof', "herein", "hereby", "hereunder", and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights. Any reference herein to any Person shall be construed to include such Person's successors and assigns.
Compliance with Laws and Contractual Obligations Each Credit Party will (a) comply with and shall cause each of its Subsidiaries to comply with (i) the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including, without limitation, laws, rules, regulations and orders relating to taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters and employee health and safety) as now in effect and which may be imposed in the future in all jurisdictions in which any Credit Party or any of its Subsidiaries is now doing business or may hereafter be doing business and (ii) the obligations, covenants and conditions contained in all Contractual Obligations of such Credit Party or any of its Subsidiaries other than those laws, rules, regulations, orders and provisions of such Contractual Obligations the noncompliance with which could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (b) maintain or obtain and shall cause each of its Subsidiaries to maintain or obtain all licenses, qualifications and permits now held or hereafter required to be held by such Credit Party or any of its Subsidiaries, for which the loss, suspension, revocation or failure to obtain or renew, could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. This Section 2.1 shall not preclude any Credit Party or its Subsidiaries from contesting any taxes or other payments, if they are being diligently contested in good faith in a manner which stays enforcement thereof and if appropriate expense provisions have been recorded in conformity with GAAP, subject to Section 3.2.
Maximum Contractual Obligation 13 The maximum obligation of COUNTY under this Agreement shall be 14 $220,000, or actual allowable costs, whichever is less.
Compliance with Laws and Material Contractual Obligations Each Loan Party will, and will cause each Subsidiary to, (i) comply with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a party, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.
Effect on Stock At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger Sub:
Required Filings Relating to Placement of Placement Shares The Company agrees that on such dates as the Securities Act shall require, the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Securities Act (each and every filing under Rule 424(b), a “Filing Date”), which prospectus supplement will set forth, within the relevant period, the amount of Placement Shares sold through Xxxxx, the Net Proceeds to the Company and the compensation payable by the Company to Xxxxx with respect to such Placement Shares, and (ii) deliver such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market.
Salary Schedule Placement College Training A. Unit members qualifying for the “Entry Level Salary” shall remain at this level until they met the minimum requirements for placement on any other salary column (1-4). Upon verification of documentation qualifying unit members for placement upon any other salary column (1-4), the unit member shall then be placed upon the appropriate step on that salary column in accordance with his/her length of service. B. School Nurses who have a Bachelor’s degree, qualify for crediting of previous experience, but have not completed 30 semester units after the Bachelor’s degree or the appropriate clear credential, shall be exempt from placement at “Entry Level Salary”; shall instead, be placed on Column 1; and shall advance on the salary schedule in accordance with the Agreement for unit members. C. Unit members placed on “COLUMN 1” of the Salary Schedules by the agreement (Appendix C1) between the Association and the District shall advance on the schedule in accordance with that agreement (Appendix C1). D. All college or university credits which will qualify a unit member for a new salary placement must be verified by official college or university transcripts in order to justify a contract revision. Such college or university credits must be obtained from an institution of higher learning which is accredited by the Western Association of Schools and Colleges or other recognized accreditation organization. Salary revision shall be effective following District approval (as stipulated by this Article) of the necessary credits for column advancement. E. The unit requirement for each salary column is stated in semester hours of credit; quarter hour credits can be converted into semester hours by multiplying 2/3. F. For salary schedule purposes, only semester units earned after the completion of the Bachelor’s Degree shall be considered. G. Credit will not be granted for any course for which less than a "C" grade is earned. H. Unit members shall not enroll in courses which conflict with the work day. I. A major teaching field is considered to be 36 semester hours (12 of which must be upper division or graduate), a minor teaching field is considered to be 20 semester hours (8 of which must be upper division or graduate). J. Repeat credit may be granted for a course taken at an accredited institution in which the content field has recently undergone substantial change or, in the case of a course originally taken many years ago, an updating of study is desirable. K. Course work, for salary credit must be upper division, graduate level, or transferable* lower division courses, taken at an accredited college or university, and must conform to one or more of the following guidelines: 1. Units may be taken in a subject directly related to the teaching/work assignment. 2. Units may be taken in a subject directly related to a person’s major or minor. For unit members in a self-contained classroom program; a subject commonly taught in the elementary school. For unit members in a departmentalized classroom program; courses in an additional major or minor. 3. Units may be taken in a subject directly related to an advanced degree in professional education or in a subject related to the teaching/work assignment. 4. Units may be taken in a subject directly related to a credential or certificate authorized by the California Commission on Teacher Credentialing. 5. Units may be taken in a Board authorized, District sponsored, professional activity. Credit equivalent will be adopted at the time of such Board action. *A transferable lower division course is a lower division course taken at an accredited college or university that is acceptable for baccalaureate graduation credit at another accredited college or university. L. The submission of transcripts for columnar advancement of the salary schedule is limited to two (2) submission dates per school year. Additional units may be banked for future salary schedule advancement. M. Transcripts for completed units must be submitted to the Human Resources Division no later than the first of September or February for salary adjustment. Adjustment for qualifying units submitted no later than the first of September will be retroactively made effective on the first work day of the school year. Adjustment for qualifying units submitted no later than the first of February will be retroactively made effective on the first work day of the calendar year.
Effect on Securities At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:
