Assignment/Transfer The Credit (or a portion thereof as earned) under this Agreement may be assigned to an “Affiliated Corporation” in accordance with RTC section 23663. As stated in RTC section 23689(i)(1), this Agreement shall not restrict, broaden, or alter the ability of Taxpayer to assign the Credit in accordance with RTC section 23663. In order to transfer this Agreement as a result of a sale or merger, prior written consent of GO- Biz must be obtained or the transfer will be void. Such transfer shall be permitted if GO-Biz determines that the transfer would further the purposes of the CCTC program and benefit California. Prior to GO-Biz consenting to the transfer, the new entity must disclose to GO-Biz the number of California full-time employees it employed at the time of acquisition or merger and any other information GO-Biz requests that applicants for a CCTC provide pursuant to a CCTC application.
Subsequent Transfers The Supplier shall: not adversely affect pension rights accrued by any Fair Deal Employee in the period ending on the Service Transfer Date; provide all such co-operation and assistance as the Schemes and the Replacement Supplier and/or the Customer may reasonably require to enable the Replacement Supplier to participate in the Schemes in respect of any Eligible Employee and to give effect to any transfer of accrued rights required as part of participation under the New Fair Deal; and for the applicable period either after notice (for whatever reason) is given, in accordance with the other provisions of this Legal Services Contract, to terminate the Admission Agreement or any part of the Ordered Panel Services; or after the date which is two (2) years prior to the date of expiry of this Legal Services Contract, ensure that no change is made to pension, retirement and death benefits provided for or in respect of any person who will transfer to the Replacement Supplier or the Customer, no category of earnings which were not previously pensionable are made pensionable and the contributions (if any) payable by such employees are not reduced without (in any case) the prior approval of the Customer (such approval not to be unreasonably withheld). Save that this sub-paragraph shall not apply to any change made as a consequence of participation in an Admission Agreement.
PAYMENT, TRANSFER AND CUSTODY (a) Unless otherwise expressly provided herein, all amounts required to be paid or deposited by any Seller, Guarantor or any other Person under the Repurchase Documents shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the Business Day when due, in immediately available Dollars and without deduction, setoff or counterclaim, and if not received before such time shall be deemed to be received on the next Business Day. Whenever any payment under the Repurchase Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next following Business Day, and such extension of time shall in such case be included in the computation of such payment. Each Seller, Guarantor and Pledgor shall, to the extent permitted by Requirements of Law, pay to Buyer interest in connection with any amounts not paid when due under the Repurchase Documents, which interest shall be calculated at the Default Rate, until all such amounts are received in full by Buyer. Amounts payable to Buyer and not otherwise required to be deposited into the Waterfall Account shall be deposited into the General Repo Account. Sellers shall have no rights in, rights of withdrawal from, or rights to give notices or instructions regarding ▇▇▇▇▇’s account or the Waterfall Account or any Collection Account; provided that the Sellers may withdraw funds from the Waterfall Account or any Collection Account with the prior written consent of Buyer in accordance with the terms of the related Controlled Account Agreement. Amounts in the Waterfall Account and/or any Collection Account may be invested at the direction of Buyer in cash equivalents before they are distributed in accordance with Article 5.
(b) Any Purchased Asset Documents not delivered to Buyer or Custodian on the relevant Purchase Date and subsequently received or held by or on behalf of a Seller are and shall be held in trust by the applicable Seller or its agent for the benefit of Buyer as the owner thereof until so delivered to Buyer or Custodian. The related Seller or its agent shall maintain a copy of such Purchased Asset Documents and the originals of the Purchased Asset Documents not delivered to Buyer or Custodian. The possession of Purchased Asset Documents by the applicable Seller or its agent is in a custodial capacity only at the will of Buyer for the sole purpose of assisting Interim Servicer with its duties under the Servicing Agreement. Each Purchased Asset Document retained or held by or on behalf of a Seller or its agent shall be segregated on such Seller’s books and records from the other assets of such Seller or its agent, and the books and records of such Seller or its agent shall be marked to reflect clearly the sale of the related Purchased Asset to Buyer on a servicing released basis. Each Seller or its agent shall release its custody of the Purchased Asset Documents only in accordance with written instructions from Buyer, unless such release is required as incidental to the servicing of the Purchased Assets by Interim Servicer or is in connection with a repurchase of any Purchased Asset by a Seller, in each case in accordance with the Custodial Agreement.
Permanent Transfers A. When it is determined by the Employer that a vacancy exists in a classification for which there are excessive employees located in an institution or in counties other than the headquarters county of the vacant position, then the permanent transfer vacancy posting process may be utilized. In this case, only employees in the same classification as the posted vacancy located in the declared areas of excess shall be eligible to apply for the vacancy. Applications shall be listed according to those in the same classification who possess and are proficient in the minimum qualifications of the classification specification and position description of the posted position in descending order of the most senior to the least senior. The applicant who possesses and is proficient in the minimum qualifications of the classification specification and position description and has the most seniority shall be selected.
B. The successful applicant(s) for all permanent transfers shall serve a trial period equivalent to one-half (1/2) the probationary period that corresponds to the classification of the vacancy as listed in Section 6.01. During this trial period, the Employer maintains the right to place the employee back in the previous site prior to the transfer if the employee fails to perform the job requirement of the new position to the Employer’s satisfaction.
C. Each Agency will identify the areas deemed to be in excess and will notify the Union of excesses as soon as practicable. Notices to the Union of a layoff or job abolishment shall be considered adequate notice of an excess. Each Agency, with the Office of Collective Bargaining’s approval, may negotiate with the Union to establish a procedure for the permanent transfer of positions and personnel.
Asset Transfer As consideration for the indemnity reinsurance of the General Account Liabilities by Reinsurer hereunder, Cedent hereby agrees to transfer to Reinsurer in accordance with the terms of the Acquisition Agreement (i) investment assets having a statutory statement carrying value on the books of Cedent equal to (a) the General Account Liabilities as of the close of business on the last day of the month preceding the month in which the Effective Date falls plus (b) the amount of the participating surplus with respect to the Coinsured Contracts as of such date less (c) the amount of any contract loans under the Coinsured Contracts as of such date and less (d) the amount of the General Account Other Insurance Assets as of such date and (ii) the General Account Other Insurance Assets as of the close of business on the last day of the month preceding the month in which the Effective Date falls. As additional consideration for the assumption of the General Account Liabilities by Reinsurer, Reinsurer shall be entitled to 100% of all premiums, deposits and other considerations to the extent received on or after the Effective Date by Cedent or Reinsurer with respect to the general account portion of the Coinsured Contracts net of reinsurance premiums and all other amounts payable on or after the Effective Date with respect to the Outward Reinsurance. Cedent shall promptly remit to Reinsurer (but in no event later than 72 hours following the receipt of any such premiums, deposits and other considerations) any such amounts received by it in respect of any of the Coinsured Contracts and hereby assigns to Reinsurer all of its rights to such premiums, deposits and other considerations payable to Cedent.
