Priority and Liens (a) Subject to Section 2.20(c), each of the Loan Parties hereby covenants and agrees that, upon the entry of the DIP Order, its obligations hereunder and under the Loan Documents: (i) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute an allowed Superpriority Claim in the Cases, subject to any limitations set forth in the DIP Order; (ii) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a valid, binding, continuing, enforceable perfected first priority Lien (that is subject to the terms of the Intercreditor Agreement and DIP Order) on all of the property of such Loan Parties, whether now existing or hereafter acquired, that is not subject to valid, perfected, non-voidable liens in existence at the time of commencement of the Cases or to valid, non-voidable liens in existence at the time of such commencement that are perfected subsequent to such commencement as permitted by Section 546(b) of the Bankruptcy Code (limited, in the case of voting equity interests of CFC’s, 65% of the voting equity interests); (iii) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected second Lien upon all property of such Loan Parties, whether now existing or hereafter acquired, that is subject to valid, perfected and non-voidable Liens in existence at the time of the commencement of the Cases or that is subject to valid Liens in existence at the time of the commencement of the Cases that are perfected subsequent to such commencement as permitted by Section 546(b) of the Bankruptcy Code (other than certain property that is subject to the existing Liens that secure obligations in respect of the Existing Second Lien Debt, which liens shall be primed by the liens described in the following clause (iv)); and (iv) pursuant to Section 364(d)(1) of the Bankruptcy Code, shall be secured by a valid, binding, continuing, enforceable perfected first priority senior priming Lien on all of the property of such Loan Parties that is subject to the existing liens which secure the Existing Second Lien Debt (collectively, the “Primed Liens”), all of which Primed Liens shall be primed by and made subject and subordinate to (to the extent set forth in the DIP Order) the perfected first priority senior Liens to be granted to the Agent, which senior priming Liens in favor of the Agent shall also prime any Liens granted after the commencement of the Cases to provide adequate protection Liens in respect of any of the Primed Liens, subject in each case to the Carve-Out and as set forth in the DIP Order and the Intercreditor Agreement.
(a) As to all real property the title to which is held by a Loan Party (other than any Loan Party that is not a Debtor) or the possession of which is held by any such Loan Party pursuant to leasehold interest, such Loan Parties hereby assign and convey as security, grant a security interest in, hypothecate, mortgage, pledge and set over unto the Agent on behalf of the Lenders all of the right, title and interest of such Loan Parties in all of such owned real property and in all such leasehold interests, together in each case with all of the right, title and interest of such Loan Parties in and to all buildings, improvements, and fixtures related thereto, any lease or sublease thereof, all general intangibles relating thereto and all proceeds thereof. Such Loan Parties acknowledge that, pursuant to the DIP Order, the Liens in favor of the Agent on behalf of the Lenders in all of such real property and leasehold instruments of such Loan Parties shall be perfected without the recordation of any instruments of mortgage or assignment. Such Loan Parties further agree that, upon the request of the Agent, in the exercise of its business judgment, such Loan Parties shall enter into separate fee and leasehold mortgages in recordable form with respect to such properties on terms satisfactory to the Agent and including customary related deliverables, including, without limitation, a Standard Flood Hazard Determination and, to the extent applicable, a notification to the applicable Loan Party that that flood insurance coverage under the National Flood Insurance Program is not available or evidence of flood insurance with respect to such property consistent with the requirements set forth in Section 5.01(c).
(b) The relative priorities of the Liens described in this Section 2.20 with respect to the Collateral shall be as set forth in the DIP Order and the Intercreditor Agreement. The relative priorities of the First Lien First Out Loans, the First Lien Last OutNew Money Loans and the Junior Loans shall be as set forth in the DIP Order and Section 6.02. All of the Liens described in this Section
(c) Notwithstanding anything to the contrary herein, not more than 65% of the voting equity interests of any CFC or a Subsidiary of a CFC shall be pledged in favor of any Lender or the Agent.
– SENIORITY AND JOB SECURITY 9.01 (a) Seniority and service for full-time employees shall be defined as the length of continuous service with the Home since the date of last hire, subject to Article 9.03-9.05, 9.17, 9.18 and 11.10 and any other related provision of the Collective Agreement.
SENIORITY AND LAYOFF The first twelve (12) months of continuous employment starting from the date of employment shall constitute a new employee’s probationary period. At the three (3) month point in the probationary period, the DPW Director (for the DPW employees) and the Town Administrator (for the Custodian employees) will meet with the employee for an evaluation in order to inform him/her of any problems with job performance and corrections that need to be made. If the DPW Director or the Town Administrator determines that within or at the end of the twelve (12) month period that the employee is not performing their duties, then said employee can be discharged from said position without recourse from the Union (not subject to the grievance procedure). An employee shall acquire seniority after completing the twelve (12) month probationary period and his/her seniority will revert to the beginning date of employment. During the twelve (12) month probationary period said employee shall be entitled to and receive all the benefits of the Collective Bargaining Agreement as practiced in the past. An employee's full time continuous service with the Town of Pembroke ("Town-wide" seniority) shall determine the employee's seniority for purposes of layoff and recall under this article. Overall seniority will be considered in cases of transfers. Overall seniority within each Division will be considered in preference in choice of vacation periods. In the event that the DPW Director needs to transfer employees from one Division to another, the transfer notification will be posted on the Union Board. The transfer will start with the least senior employee in the Division effected unless a senior employee in the Division requests the transfer in writing. If the Town finds it necessary to lay off employees, the procedures set forth in this article will apply. The employer shall meet with the Union to discuss any impending layoffs at least thirty (30) days prior to such layoff. A "layoff" is hereby defined as a complete termination of employment for economic or other legitimate non-disciplinary reasons. If a layoff is necessary, the Town shall layoff by job classification first, then by seniority, starting with the least senior employee. In all cases, seniority shall be measured by Town-wide service as defined above and not by departmental service. If it is the Highway, Tree, Cemetery budget that is affected by the layoff, the least senior employee will have the right to bump a lesser senior employee in the Water Division. If it is the Water budget that is affected, the least senior employee will have the right to bump a lesser senior employee in the Highway, Tree or Cemetery Division. In the case of the Custodian Classification, if a layoff is necessary, the Town shall layoff in the order of starting with the least senior employee within the Custodian classification. An employee in the Custodian classification will not be permitted to bump any employee within any of the other DPW Divisions. In the event of a layoff, the Custodians shall not be eligible to bump into any other division of the DPW, meaning the Water, Highway, or Cemetery/Tree Divisions. In rehiring in any job classification the Town will offer re-employment to these former employees who have been laid off in the inverse order in which said employees were laid off. There shall be no obligation to offer re-employment to any employee who has been laid off more than three (3) years. The offer of re-employment shall be sufficient if made by certified or registered mail addressed to the laid off employee at his last address of record, as shown by the records of the town. Any such laid off employee must respond and be available for re-employment within seventeen (17) days from the date of mailing of the offer; otherwise the laid off employee shall be deemed to have refused re-employment and the Town's obligation under this article is satisfied.
Authority and Consents Seller has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and no approvals or consents of any governmental authorities or persons other than Seller are necessary in connection with it. The execution and delivery of this Agreement by Seller has been duly authorized by all necessary corporate action on the part of Seller.
Transfer of Seniority and Service Effective (the date as set out in the Local Provisions Appendix) and for employees who transfer subsequent to (the effective date as set out in the Local Provisions Appendix): For application of seniority for purposes of promotion, demotion, transfer, layoff and recall and service (including meeting any waiting period or other entitlement requirements) for purposes of vacation entitlement, HOODIP or equivalent, health and welfare benefit plans, and wage progression:
(i) an employee whose status is changed from full-time to part-time shall receive full credit for his seniority and service;
(ii) an employee whose status is changed from part-time to full-time shall receive credit for his seniority and service on the basis of one (1) year for each 1725 hours worked. The above-noted employee shall be allowed a trial period of up to thirty (30) days, during which the Hospital will determine if the employee can satisfactorily perform the job. Within this period the employee may voluntarily return, or be returned without loss of seniority to his former duties on the same shift in the same department and at the appropriate rate of pay, subject to any changes which would have occurred had he not transferred.
Priority of Agreement In the event of any conflict between provisions of this Agreement or any amendment hereto and any documents executed, acknowledged, sworn to, or filed by any Manager under this power of attorney, this Agreement and its amendments shall govern.
Authority and Approval (a) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).
(b) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).
Seniority and Service (The following clauses will appear in all collective agreements replacing any provisions related to Probationary Period, Seniority Lists, Manner of Expressing Part-time Seniority, Full-Time definition of Seniority, Transfer of Seniority, Effect of Absence, Application of Seniority on Layoff and Recall, Layoff and Recall Rights for Part-time and Full-time Employees, Retention and Accumulation of Seniority on Transfer Outside the Bargaining Unit, and Loss of Seniority and Service, and Deemed Termination that existed in the Hospital's expiring collective agreement:)
Validity and Priority of Security Interest The provisions of this Agreement, and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Agent, for the ratable benefit of the Agent and the Lenders, and such Liens constitute perfected and continuing Liens on all the Collateral, having priority over all other Liens on the Collateral, except for those Liens identified in clauses (c), (d) and (e) of the definition of Permitted Liens securing all the Obligations, and enforceable against the Borrower and all third parties.
SENIORITY AND LAYOFFS 11.01 Seniority of employees shall be recognized within their respective trade and job classifications. New employees shall be placed on the seniority list at the end of their probationary period and their respective seniority shall be dated back to the date of beginning of employment.
11.02 Seniority lists, the accuracy of which has been agreed to on behalf of the Union in writing shall be maintained at all times by the Employer and shall be available to the Union for inspection to the extent reasonably necessary for the Union to ascertain the seniority status of an employee within its jurisdiction.
11.03 An employee shall lose his seniority and shall be deemed to have quit for any of the following reasons:
a. if the employee voluntarily quits his employment;
b. if the employee is discharged for a just cause and the discharge is not reversed through the grievance procedure;
c. for failure to report to work following a layoff pursuant to the terms of Article 11.07;
d. is absent from work for three (3) consecutive working days without notifying the Employer, unless a reason satisfactory to the Employer is given;
e. is absent due to layoff or long-term disability, or both, which absence continues for more than six (6) months, except in the event that the employee is on Workers' Compensation and in the event of sickness when the employee has submitted satisfactory evidence of illness, in which cases a period of two (2) years shall apply;
f. if the employee fails to report for work upon the termination of an authorized leave of absence, unless a reason satisfactory to the Employer is given, and is discharged as a result thereof, which discharge is not reversed through the grievance and arbitration procedure herein;
g. if an employee utilizes a leave of absence for purposes other than those for which the leave of absence was granted.
11.04 When a reduction of the workforce is inevitable, probationary employees shall be laid off first. If further reductions are necessary, the Employer shall determine the order of layoff in consultation with the union and in doing so, they shall be guided by the following considerations:
a. seniority standings of the employees;
b. ability of the employees to perform the work. It is understood and agreed that no employee will be laid off if there is a fellow employee (or employees) of comparable seniority who is still entitled to vacation. In such a case the latter may be required to take up any remaining vacation to which he is entitled before others will be laid off.
11.05 The Employer shall give one (1) week's notice to the employees of the need for a layoff.
11.06 Any appeal in regard to a layoff must be taken up under the first step of the grievance procedure hereinafter set forth within five (5) workdays after the layoff took place.
11.07 Any employee laid off and recalled for work must return within one (1) workday when unemployed and within seven (7) workdays when employed elsewhere after being recalled, or make definite arrangements with the Employer to return.
11.08 Employees who terminate their employment or are laid off and who are re-hired or return to work within eighteen
