Special Transfers. A. Special transfers are transfers requested by either bargaining unit members or administrators for the purpose of promoting the best interests of the District.
B. In the event it becomes necessary to assign, reassign, or transfer a teacher, whether voluntary or involuntarily on the part of the teacher, for the purpose of promoting the best interests of the District, the Academic Superintendent shall first meet with the teacher, the Principals of the affected buildings, and the CTU President or designee. The assignment, reassignment or transfer shall not be delayed due to the unavailability of the meeting participants who have been duly notified. (See MOU on Contract Implementation)
C. The District may enact a special transfer of a qualified intervention specialist from another building because of enrollment changes after October 1, provided the special transfer does not result in a caseload overage.
Special Transfers. Special Transfers are transfers requested by either the bargaining unit members or administrators for the purpose of promoting the best interests of the District. The special transfer process shall be completed within thirty (30) work days of any such request. In the event it becomes necessary to assign, reassign or transfer a member, whether voluntary or involuntary on the part of the member for the purpose of promoting the best interest of the District, the Chief Talent Officer/designee shall first meet with the member, the employee’s immediate supervisor, and the Union designee. Assignment, reassignment or transfer shall not be delayed due to the unavailability of meeting participants who have been duly notified. The District shall notify the Union in advance of any periods of time that special transfers cannot occur due to staffing adjustments. The special transfer provisions may not be used as a form of discipline.
Special Transfers. Neither Section 14.06 nor Section 14.02(g), shall apply to any Transfer of the Franchise among any of your then-current Owners. On thirty (30) days’ notice to us, you, if you are a partnership, may transfer this Agreement in conjunction with a transfer of all of the assets of your Noodles & Company Restaurant, by an agreement in form and substance approved by us, to a corporation or limited liability company which conducts no business other than the Noodles & Company Restaurant (and other Noodles & Company Restaurants under franchise agreements granted by us), and of which you own and control all of the equity and voting power of all issued and outstanding capital stock. None of the foregoing assignments shall relieve you or your Owners of your respective obligations hereunder, and you and your Owners remain jointly and severally liable for all obligations hereunder. We will also permit transfers among partners so long as the transfer is to a prior existing partner that was previously approved by us and who meets our then-current requirements for Area Operators.
Special Transfers. Neither Section 7.06 nor Section 7.02(f) shall apply to any Transfer of the Development Rights among any of your then current Owners. Following our receipt of thirty (30) days’ notice to us, you may, if you are a partnership, transfer this Agreement, in conjunction with a transfer of all of the Franchise Agreements executed pursuant hereto and all of the assets of the Noodles & Company restaurants operated pursuant thereto, by an agreement in form and substance approved by us, to a business corporation or limited liability company which conducts no business other than the development and operation of Noodles & Company restaurants, and of which you own and control all of the equity and voting power of all issued and outstanding capital stock. None of the foregoing assignments shall relieve you or your Principal Owners of your obligations hereunder, and you and your Principal Owners shall remain jointly and severally liable for all obligations hereunder. We will also permit transfers among partners so long as the transfer is to a prior existing partner that was previously approved by us and who meets our then current requirements for Area Operators and Franchisees.
Special Transfers. (1) If Franchisee is an individual or partnership who at any time advises Company that Franchisee wants to assign the franchise to a corporation or limited liability company in which Franchisee will own a 100% voting equity interest (and, in the case of a partnership, with share ownership in the corporation or limited liability company apportioned substantially the same as were the partnership interests), Company will consent to the assignment and waive payment of a transfer fee and its right of first refusal under Section 12(g) upon its receipt of such documentation and information concerning the corporation or limited liability company and its equity owners as Company may reasonably request. The required documentation will include, without limitation, (i) a certified list of the corporation's stockholders or beneficial owners (designating the amount and percentage of stock or units of beneficial ownership each equity owner owns), (ii) a Guaranty signed by each holder of I 5% or more of the corporation's equity, and (iii) an express assumption by the corporation of Franchisee's obligations under this Agreement. Effective: January 1, 2009
(2) If Franchisee is a corporation, partnership or limited liability company, Company will consent to assignments and transfers of ownership interests among Franchisee's original stockholders, partners or beneficial owners and waive payment of a transfer fee and its right of first refusal under Section 12(g) upon its receipt of such documentation and information concerning the assignment or transfer and the resulting ownership of Franchisee as Company may reasonably request. The required documentation will include, without limitation, a Guaranty signed by each holder of 15% or more of a corporate or limited liability company Franchisee's stock or units of beneficial ownership, or of a general partnership interest in a partnership Franchisee who has not previously signed a Guaranty. If Company agrees to release any retiring stockholder, partner or beneficial owner from further liability under a Guaranty, the retiring stockholder, partner or beneficial owner must also give Company an unconditional, general release of any claims the stockholder, partner or beneficial owner may have against Company.
(3) If Franchisee is an individual, Franchisee may effect a transfer under Section 12(f)(1) and simultaneously or later transfer a cumulative total of not more than 49% of the corporation's capital stock or limited liability compa...
Special Transfers b. shall not apply to (1) any Actual Transfer of a Control Asset from any Inside-the-Box Entity that is a direct or indirect wholly-owned subsidiary of Master Limited Partnership to any other Inside-the-Box Entity that is a direct or indirect wholly-owned subsidiary of Master Limited Partnership or (2) any Actual Transfer of a Control Asset from any Outside-the-Box Entity to any other Outside-the-Box Entity provided that the ultimate beneficial ownership of both of such entities is identical and the conditions set forth in clause (B) of Section 6.b.ii. have been satisfied.
Special Transfers. The Disbursement Agent shall have no obligation to request a Transfer or make a Disbursement to finance materials not yet incorporated into the Project unless one of the two following provisions is satisfied:
(i) with respect to building materials and/or components or systems which have been completed and are not otherwise subject to paragraph (ii) of this Section 2.05(a), (A) such materials are stored in a secured area and are protected from theft, vandalism and weather conditions to the reasonable satisfaction of the Consultant, (B) the Borrowers shall have provided evidence satisfactory to the Consultant that such materials are owned by the Partnership and are insured as required by the Credit Agreement, (C) the Borrowers shall have furnished to the Disbursement Agent a certified detailed inventory of such stored materials and (D) such stored materials shall be subject to a perfected, continuing first security interest in favor of the Collateral Agent for the benefit of the Lenders; and
(ii) with respect to progress payments to a supplier of components or systems to be used in the Project (A) the Disbursement Agent shall be furnished with a copy of the purchase order or contract covering such component or system (and all amendments thereto or modifications thereof), (B) the Partnership's rights under such purchase orders or contracts shall be subject to a security interest in favor of the Collateral agent for the benefit of the Lenders and (C) the Borrowers shall have provided evidence satisfactory to the Consultant that such components or systems are owned by the Partnership and are insured as required by the Credit Agreement.
(b) Provided no Event of Default has occurred and is continuing, the Administrative Agent shall have the right, on any day prior to the Commencement Date on which interest is payable on the Construction Loans and all such interest has not been paid by the Borrowers to request in writing that the Disbursement Agent make a Disbursement, and the Disbursement Agent will make such Disbursement, from the Disbursement Account in the amount of interest not so paid to be paid to the Administrative Agent to be applied to such unpaid interest. To the extent sufficient funds are not on deposit in the Disbursement Account, the Disbursement Agent will request in writing a Transfer be made on such date in the amount of the interest shortfall and the respective Account Agents agree to make any such Transfer, in the order provided in Section 2.02...
Special Transfers. Neither Section 7.06 nor Section 7.02(f) shall apply to any Transfer of the Development Rights among any of your then current Owners. Following our receipt of thirty (30) days' notice to us, you may, if you are a partnership, transfer this Agreement, in conjunction with a transfer of all of the Franchise Agreements executed pursuant hereto and all of the assets of the Noodles & Company restaurants operated pursuant thereto, by an agreement in form and substance approved by us, to a business corporation or limited liability company which conducts no business other than the development and operation of Noodles & Company restaurants, and of which you own and control all of the equity and voting power of all issued and outstanding capital April 2014 19 Exhibit B to the Franchise Disclosure Document Area Development Agreement stock. None of the foregoing assignments shall relieve you or your Principal Owners of your obligations hereunder, and you and your Principal Owners shall remain jointly and severally liable for all obligations hereunder. We will also permit transfers among partners so long as the transfer is to a prior existing partner that was previously approved by us and who meets our then current requirements for Area Operators and Franchisees.
Special Transfers. Special Project Transfer is defined as the transfer of a
Special Transfers. Notwithstanding the restrictions on Transfers described in Article VI of the Mortgage or any limitations on the Transfers permitted by Sections 8.1 and 8.2 above, the transfer of title to all (but not less than all) of the Individual Properties or all (but not less than all) of the ownership interests directly or indirectly in the Borrower and its 100% economic owner to a group controlled by the senior management of Hilton Hotels Corporation (as of the date hereof) in connection with a "
