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.
School Closing In the event that school is closed for any reason and the School District does not require employees to perform services, employees shall be compensated as follows:
Subd. 1. In the event school is closed for a full day, the School Board will have the authority to determine if, how, and when such time will be made up. If make-up time is required by the School Board but is not completed by the employee, the employee’s compensation shall be reduced by the number of hours the employee was paid for the closed day. If the School Board does not require make-up time, there shall be no reduction in pay for the day that school was closed.
Initial Closing Date (a) A meeting has taken place on the Initial Closing Date at the offices of Xxxxx & Xxxxx LLP, 00 Xxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX at which the Seller delivered to the Mortgages Trustee or its representative the following documents:
(i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto, duly executed by the Seller;
(ii) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form set out in Schedule 8;
(iii) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate;
(iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7;
(v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably);
(vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably);
(vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and
(viii) a duly executed data transfer agreement.
(b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4.
3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee.
3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time).
3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.
School Closings 1. When regularly scheduled student attendance days are canceled due to weather or other emergencies all employees designated as 230 day or teacher work year + days to equal 230 (twelve month) employees shall be expected to work their regular shift.
2. When regularly scheduled student attendance days are canceled due to weather or other emergencies, employees who are less than 230 day or less than teacher work year + days to equal 230 (12-month) employees generally do not report to work and shall not be paid for the day if not worked. For said employees, pay for up to a maximum of 6 days may be received if an employee converts a sick day that was earned, prior to such a day that was cancelled, pursuant to Article 18, E. 3. If the days are required by law to be made up for State Aid or contracted obligations, such employees not working shall be scheduled to work on and be paid for the days later designated by the official school calendar, determined solely by the Board and in respect to other collective bargaining agreements, as make-up hours. If the canceled days do not count as days of instruction under the State Aid Act and the Board determines the canceled days should be rescheduled, such employees who did not work the canceled days shall be scheduled to work days designated on the official school calendar, determined solely by the Board, and be paid for the rescheduled days after working said days. Any employee who has begun work prior to the school closing will be paid the employee’s hourly rate for time worked prior to cancellation. In no event will employees receive less than two hours pay if they report for work prior to cancellation. As an exception to the above-referenced practice, less than 230 day or less than teacher work year + days to equal 230 employees working more than the teacher work year may voluntarily work when regularly scheduled student attendance days needing to be made up are canceled due to weather or other emergencies pursuant to the stipulations that follow:
a. The supervisor, after receiving approval of the Human Resources department administration, may approve of the employee working the day;
b. The day worked shall not result in any future non-workday that is a student attendance day;
c. Approval of such a workday shall not result in or relate to any request for additional workdays later in the school year. This exception does not apply for any employee working the teacher work year (or less) or to 230 day or teacher work year + days to equal 230 employees.
3. On days when students are released early for weather or other emergencies in any or all buildings, employees shall work their regular shift unless hazardous or unhealthful conditions, as determined by the Superintendent, exist. In such circumstances employees shall be released when notified by the Superintendent.
4. Whenever the administration delays the start of classes at some or all of the buildings, employees shall be expected to work their regular hours. Should it be necessary to make up the day, employees will be paid for the additional day.
5. If an employee is unable to report to work due to inclement weather, she/he may use any emergency day or vacation leave time provided to her/him under the contract.
6. When conditions develop during a day requiring the early closing of the offices, all office employees will be paid for a regular workday for their category.
7. If school is canceled and the employee has been approved for a paid leave day, paid leave time will not be deducted. An employee on unpaid leave of any sort shall not be paid for any day that is canceled due to weather or other emergency as referenced in “2”.
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.
School Closures The District may close schools for academic purposes or reduce programming due to public health, safety, severe weather or any other purpose as determined by the District. The District shall not owe Provider any compensation for times when services of Therapists are canceled, declined, or not required due to closure, reduction in programming, or exclusion of Therapists due to health risk assessment screenings or any other reason, and Provider agrees to indemnify District for Therapist claims arising from all such actions. Notwithstanding the foregoing, to the extent required by Section 10-20.56(d-15) of the School Code (105 ILCS 5/10-20.56(d-15)), when enforceable under law, the Parties understand that the District may determine it is required to pay Provider the daily, regular rate of pay and benefits for Therapists for any day of school closure or e-learning day if such closure precludes the Provider’s employees from performing its regularly scheduled duties and employees would have reported for work but for the closure, unless the day is rescheduled and the employees will be paid their daily, regular rate of pay and benefits for the rescheduled day when services are rendered. The Parties agree such payment constitute full satisfaction of Section 10-20.56(d-15). As a precondition to these payments being made, Provider shall provide an invoice for the foregoing pay and benefits costs; however, Provider will not include such pay and benefits costs for any school closure or e-learning day on any invoices until the last invoice of the school year in order to allow the District the opportunity to determine if the day will be rescheduled. When a payment is to be made by the District under this provision, Provider represents and warrants that it shall pay its employees their daily, regular rate of pay and benefits for any such school closure or e-learning day. Upon request, Provider shall provide the District with certified payrolls as evidence of compliance with this section. The District retains sole discretion to determine whether Section 10-20.56(d-15) applies to this Agreement or any day of school closure and, if the District determines such law is applicable, the District retains the discretion to determine if and when a school closure day is rescheduled. For purposes of this section, “school closures” shall not include holidays or other days of closure reflected on the District’s school calendar for which Provider is not scheduled to provide services under the Agreement.
School Closure The following shall apply in the event of an NPS school closure due to an emergency consistent with guidelines followed by LEAs under Education Code Section 41422 and 46392: In the event of a NPS School Closure for the reasons set forth in Education Code section 41422, if the LEA is able to obtain alternative placement for the student, CONTRACTOR shall not receive payment for days the student is not in attendance due to CONTRACTOR’S school closure. If the LEA is unable to obtain an alternative placement, CONTRACTOR shall receive payment consistent with the student’s approved ISA, contingent upon the provision of agreed upon services consistent with the Emergency Circumstances documented in the pupil’s IEP in accordance with Education Code section 56345(a)(9). When the emergency school closure is lifted, CONTRACTOR shall notify the LEAs it serves of any lost instructional minutes. CONTRACTOR and XXXx shall work collaboratively to determine the need for make-up days or service changes, and shall work together to amend IEP and ISA paperwork as appropriate.
WORKING DAY BEFORE AUCTION DATE Any intending bidder who intends to bid on behalf of another person, body corporate or firm is required to deposit with the Auctioneer prior to the auction sale an authority letter to state that he/she is acting on behalf of another person, body corporate or firm and he/she is authorised to sign all the necessary documents. All intending bidders shall be required to verify their identities by showing to the Auctioneer their identity cards prior to the commencement of the auction, failing which, they shall not be entitled to bid. In the event that the Bumiputra lot is sold to a non Bumiputra or if the successful bidder is below the age of 18 or is an undischarged bankrupt or is not legally competent to purchase the property, then such sale shall be cancelled and the deposit paid shall be refunded to the successful bidder and thereafter the Assignee shall be at liberty to put up the property for sale. A foreign citizen/foreign company may be allowed to bid for the property and if the bid is successful, the sale is subject to the foreign citizen/company applying and obtaining at his/her/its own cost to the Economic Planning Unit (if applicable) and/or relevant State Authority for the unconditional consent to the sale within the period stated in Clause 11 hereof but subject to Clause 22 hereof.
Child Rearing Leave Subd. 1 Child rearing leave of absences shall be available to teachers for a period of time, not to exceed twelve (12) calendar months, for the purpose of caring for a newborn infant or pre-school adopted child for which the applicant has the legal responsibility for the care and/or support of said child. Such leave may be taken subsequent to birth of the teacher's child, or in the case of adoption, when the child is physically turned over to the teacher-parent.
a. At least two (2) calendar months prior to the estimated delivery date of the child, the employee shall be required to notify the Employer in writing whether or not the employee intends to take child rearing leave. This election may be changed at any time before the teacher is no longer disabled from working due to childbirth or pregnancy related disability or before the fifteenth (15th) day after the birth of the child, whichever is sooner.
b. Upon filing an application for adoption of a pre-school child, the employee shall be required to notify the Employer, in writing, of the teacher's intention to take a child rearing leave. Such notice to include the estimated date when such leave shall become effective.
Subd. 3 In connection with the election to take child rearing leave, the teacher shall submit a request for such leave in writing. Such request shall include an estimated commencement date and return date. The estimated commencement date shall be the physician's projected date the teacher will no longer be disabled from teaching due to childbirth or pregnancy related disability, or in the case of an adoption, the agency's estimated date when the child will be turned over to the parent.
Subd. 4 In making the final determination under Subd. 3 concerning the duration of a child rearing leave of absence, the Employer shall not be required to grant a leave of absence in excess of two (2) semesters. The actual commencement date of child rearing leave shall be the date on which the teacher is no longer disabled due to childbirth and pregnancy related disability as determined by the physician; or, in the case of an adoption, the date when the child is physically turned over to the teacher-parent. The return date shall be twelve (12) calendar months following the actual commencement of the leave except as may be provided in Subd. 7.
The Closing Date Delivery of certificates for the Securities in definitive form to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx llp, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on November 7, 2019 or such other time and date as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).
