Retained Legacy Xxxxxx Sample Clauses

Retained Legacy Xxxxxx. With respect to the Retained Legacy Xxxxxx, one of the following alternatives shall occur prior to the Closing: (A) All of the Retained Legacy Xxxxxx shall be terminated and concurrently therewith, such transactions shall be replaced with two new transactions whereby the Company will enter into a hedging transaction (which such transaction is consistent with the types of transactions set forth in the definition of “Hedge” herein), with a third party that is not affiliated with either Company or Buyer (the “Third Party”), and Progress Ventures, Inc. will enter into a hedging transaction (which such transaction is consistent with the types of transactions set forth in the definition of “Hedge” herein), with such Third Party, in each case, under terms and conditions that are acceptable to the respective parties, and with respect to the Third Party, such party shall be acceptable to both Company and Buyer; or (B) In the event that the alternative in clause (A) above cannot be effectuated for any reason, then all of the Retained Legacy Xxxxxx shall remain in place between the Company and Progress Ventures, Inc. and Buyer shall provide to Progress Energy, Inc. credit support in an amount and in a form that is acceptable to Progress Ventures, Inc. in its reasonably exercised discretion and consistent with industry standards, to cover Progress Ventures, Inc.’s potential exposure arising under such transactions. As soon as practicable after the date of this Agreement, Buyer shall determine which one of the aforementioned alternatives shall occur and, prior to the Closing, Company and Buyer shall take all necessary actions to effectuate such alternative.
Sample 1
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Related to Retained Legacy Xxxxxx

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • SHOP XXXXXXX (a) The Union may elect or appoint a Shop Xxxxxxx or Shop Stewards to represent the employees and the Union shall notify the Company as to the name or names of such Shop Xxxxxxx or Shop Stewards. The Company agrees that no Shop Xxxxxxx shall suffer any discrimination by reason of holding such office. (b) When the Company for any reason finds it necessary to layoff or terminate a Shop Xxxxxxx, the Business Representative of the Union shall be notified prior to such termination.

  • xxx/Xxxxxx/XXXXX- 19_School_Manual_FINAL pdf -page 101-102 We will continue to use the guidelines reflected in the COVID-19 school manual.

  • Xxxxxxx Xxxxxxx Policy The terms of the Partnership’s xxxxxxx xxxxxxx policy with respect to Units are incorporated herein by reference.

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • XXXXXXXX FAIR EMPLOYMENT PRINCIPLES In accordance with the XxxXxxxx Fair Employment Principles (Chapter 807 of the Laws of 1992), the Contractor hereby stipulates that the Contractor either (a) has no business operations in Northern Ireland, or (b) shall take lawful steps in good faith to conduct any business operations in Northern Ireland in accordance with the XxxXxxxx Fair Employment Principles (as described in Section 165 of the New York State Finance Law), and shall permit independent monitoring of compliance with such principles.

  • SOMEC XXXXX XXXXX XXXXX XXXXX XXXXX UNBUNDLED LOCAL SWITCHING, PORT USAGE End Office Switching (Port Usage) End Office Switching Function, Per MOU 0.001868 End Office Trunk Port - Shared, Per MOU 0.00018 Tandem Switching (Port Usage) (Local or Access Tandem) Tandem Switching Function Per MOU 0.0001067 Tandem Trunk Port - Shared, Per MOU 0.000222 Tandem Switching Function Per MOU (Melded) 0.000035296 Tandem Trunk Port - Shared, Per MOU (Melded) 0.000073438 Melded Factor: 33.08% of the Tandem Rate Common Transport Common Transport - Per Mile, Per MOU 0.0000032 Common Transport - Facilities Termination Per MOU 0.0003748

  • Loss of Shared-Loss Coverage on Shared-Loss Loans The Receiver shall be relieved of its obligations with respect to a Shared-Loss Loan upon payment of a Foreclosure Loss amount, or a Short Sale Loss amount with respect to such Single Family Shared-Loss Loan, or upon the sale without FDIC consent of a Single Family Shared-Loss Loan by Assuming Institution to a person or entity that is not an Affiliate. The Assuming Institution shall provide the Receiver with timely notice of any such sale. Failure to administer any Shared-Loss Loan or Loans in accordance with Article III shall at the discretion of the Receiver constitute grounds for the loss of shared loss coverage with respect to such Shared-Loss Loan or Loans. Notwithstanding the foregoing, a sale of the Single Family Shared-Loss Loan, for purposes of this Section 2.7, shall not be deemed to have occurred as the result of (i) any change in the ownership or control of Assuming Institution or the transfer of any or all of the Single Family Shared-Loss Loan(s) to any Affiliate of Assuming Institution, (ii) a merger by Assuming Institution with or into any other entity, or (iii) a sale by Assuming Institution of all or substantially all of its assets.

  • UNION XXXXXXX 9:01 The Union may appoint and the Employer shall recognize a Xxxxxxx for each shop, job or area. The Employer's General Manager shall be notified in writing of the name of the Xxxxxxx when the appointment becomes effective. The Xxxxxxx shall be recognized as the representative of the Union for the shop, job or area in which he/she is working and no discrimination shall be shown against the Xxxxxxx for carrying out his/her Union duties. The Xxxxxxx shall not be laid off, transferred or discharged by reason of executing his/her Union duties and responsibilities as a Xxxxxxx. To be eligible for appointment as a Xxxxxxx, the employee must have been in the employ of the Company for 12 consecutive months immediately prior to the appointment. 9:02 The Xxxxxxx shall assist in adjusting differences which may arise out of the interpretation, application or alleged violation of this Collective Agreement subject to the provisions as laid out in the grievance procedure in Article 27. The Xxxxxxx shall be paid his/her regular rate of pay when executing his/her duties and responsibilities under this provision of the Collective Agreement, and only while the duties are within the Company premises or at a mutually agreed upon alternate location.

  • Xx Xxxxxx No waiver or modification of this Agreement or any of its terms is valid or enforceable unless reduced to writing and signed by the party who is alleged to have waived its rights or to have agreed to a modification.

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