Accounting and Financial Determinations Unless otherwise specified, all accounting terms used herein shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Clause 9.4 (Financial Condition)) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP consistently applied (or, if not consistently applied, accompanied by details of the inconsistencies); provided that if the Borrower elects to apply or is required to apply IFRS accounting principles in lieu of GAAP, upon any such election and notice to the Facility Agent, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Agreement); provided further that if, as a result of (a) any change in GAAP or IFRS or in the interpretation thereof or (b) the application by the Borrower of IFRS in lieu of GAAP, in each case, after the date of any financial statements referred to in Clause 8.1 (Financial Information, Reports, Notices, etc.), there is a change in the manner of determining any of the items referred to herein or thereunder that are to be determined by reference to GAAP, and the effect of such change would (in the reasonable opinion of the Borrower or the Facility Agent) be such as to affect the basis or efficacy of the financial covenants contained in Clause 9.4 (Financial Condition) in ascertaining the consolidated financial condition of the Borrower and its Subsidiaries and the Borrower notifies the Facility Agent that the Borrower requests an amendment to any provision hereof to eliminate such change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Facility Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then such item shall for the purposes of Clause 9.4 (Financial Condition) continue to be determined in accordance with GAAP relating thereto as if GAAP were applied immediately prior to such change in GAAP or in the interpretation thereof until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on the B34 Facility Amendment Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations for the purposes of this Agreement regardless of any change in GAAP following the B34 Facility Amendment Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capital leases.
Organizational Matters The Partners agree as follows:
Organization, etc The Purchaser has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to execute and deliver this Agreement and to perform the terms and provisions hereof.
Organizational Contributions In connection with the formation of the Partnership under the Delaware Act, the General Partner made an initial Capital Contribution to the Partnership in the amount of $20.00, for a 2% General Partner Interest in the Partnership and has been admitted as the General Partner of the Partnership, and the Organizational Limited Partner made an initial Capital Contribution to the Partnership in the amount of $980 for a 98% Limited Partner Interest in the Partnership and has been admitted as a Limited Partner of the Partnership. As of the Closing Date, the interest of the Organizational Limited Partner shall be redeemed; and the initial Capital Contribution of the Organizational Limited Partner shall thereupon be refunded. Ninety-eight percent of any interest or other profit that may have resulted from the investment or other use of such initial Capital Contributions shall be allocated and distributed to the Organizational Limited Partner, and the balance thereof shall be allocated and distributed to the General Partner.
Organizational Rights 4.1 The Association shall have the right to use the meeting rooms of the Employer, as defined below, after student dismissal times.
4.1.1 The Association shall request use of the Employer's meeting rooms in the same manner and with the same responsibilities as required of other groups who request such rooms.
4.2 The Association shall reimburse the Employer at actual cost for Employer materials or supplies used by the Association, with such use having been approved in writing by the Superintendent or his/her designee prior to such use.
4.3 There shall be available at each building site where five (5) or more Unit Members are permanently assigned, bulletin board space for the exclusive use of the Association. Announcements of teaching positions shall be sent to all certificated staff. Other memos will be sent to sites.
4.4 Association newsletters that may contain a message from the Superintendent and other responsible communications are considered the business of the employer and may be distributed through the Employer’s mail delivery system. These items shall be subject to the same delivery schedule and procedures as any other mail being delivered through the county mail service. All material sent through the Employer’s mail service shall be of a responsible and constructive nature with the Association accountable for items sent under its name. Political communications should not be distributed through the mail system. All other Association communications not approved as the business of the Employer shall be distributed through the U. S. mails or other means. Upon request by the Association, the Employer will provide on its web site a link to the Association’s web site, where the Association may post notices of interest to members. The SCOE web site is not a public forum. The Employer disclaims any responsibility or liability for the content of messages posted on the Association’s web site.
4.5 Representatives of the Association shall have the right to transact Association business with Unit Members after student dismissal time. Unit Members shall have the right to transact Association business on breaks, after student dismissal time, and during staff meetings. If the information is of a confidential nature, it will be shared at the end of the staff meeting with only unit members in attendance.
4.6 The Employer shall supply the Association a list of names, site mailing address, and position of all Unit Members and Non-Unit Members defined in the bargaining unit no later than October 15. All new Unit Members will be reported to the Association no later than ten (10) working days after submitting his/her CTA/NEA Membership Enrollment Form to the Employer. All Unit Members shall have the right to refuse the release of any other information concerning them to the Association or its designee.
4.7 The SACP and the SCSS, through the Director of Human Resources and/or Core-level Administrators, shall meet periodically to review the administration of this Agreement and to consult on issues of interest to either party. Additional consulting meetings shall be held upon request of either party. Such a consulting meeting shall be scheduled by mutual agreement of the parties, but in no case shall the meeting be delayed more than fourteen (14) calendar days if either party wishes an early meeting.
4.8 A representative of the Association shall be released to attend all Stanislaus County Board of Education meetings and Superintendents' Council meetings.
4.9 The SACP President shall be granted release time for 12 days each year in order to conduct Association business, including attendance at internal contract-related meetings and hearings.
4.10 The Employer shall provide the Association with a computer disk copy of each contract upon its ratification. The Employer may select the type of computer and software from commonly used products.
4.11 Any Unit Member representing the Association as an elected CTA official at the state level shall be granted up to four (4) days of paid release time to attend state level meetings. The Unit Member shall reimburse the Employer the actual cost of a substitute.
Organizational Transition Local Church shall take all steps necessary to close and/or dissolve any legal entities of the Local Church and to settle, liquidate, or transfer all assets and obligations of such entities, or to establish any new legal entities, or to modify its current organizing documents as needed to effectuate its disaffiliation from The United Methodist Church, to the satisfaction of Annual Conference.
Organizational Expenses The Partnership shall elect to deduct expenses, if any, incurred by it in organizing the Partnership ratably over a sixty (60) month period as provided in Section 709 of the Code.
Changes in Organizational Documents Each of the Loan Parties shall not amend, modify or change its certificate of incorporation (including any provisions or resolutions relating to capital stock), constitution, by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents in any manner materially adverse to the interests of the Lenders without obtaining the prior written consent of the Required Lenders.
Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board to any liability to the holders of the Rights.
Organizational Existence Except as otherwise permitted by Section 3.6, each Credit Party will and will cause its Subsidiaries to at all times preserve and keep in full force and effect its organizational existence and all rights and franchises material to its business.
