Context The Department of Education is Western Australia’s largest public sector employer with approximately 45,000 staff or one third of the Government workforce in around 800 worksites. We provide a system of public schools in which our aim is to ensure that every school is a good school, every teacher is effective and every student is successful. The Department's other key responsibilities include: • regulation of non-government schools in accordance with Part 4 of the School Education Act 1999 • administration of state funding to non-government schools • higher education policy and planning • legislative reviews • providing Secretariat services to the Teachers Registration Board of Western Australia, the Training Accreditation Council and the School Curriculum and Standards Authority. The principles underpinning the Department’s operations in Western Australia are: • working collaboratively to achieve outcomes • accepting responsibility and accountability for the achievement of outcomes • enabling flexible, innovative and diverse work practices • promoting confidence in the professional judgement of the Department’s staff. All Department actions are guided by four core values: Learning, Excellence, Equity and Care. For further information, please visit: xxxxx://xxx.xxxxxxxxx.xx.xxx.xx/xxx/xxx-xxxxxxxxxxxx/xxxx Further context about the particular school or college in which the vacancy is being advertised is available on the Department’s website. Please visit xxxx://xxx.xxx.xx.xxx.xx/xxxxxxxxxxxxx/xxxx.xx and enter the school or college name in the Find a School field.
Plural and Singular Unless otherwise specifically stated, any provision in this Agreement which is expressed in terms of the plural shall, in its application to the singular, be read with the necessary changes to express the singular, and vice versa.
Defined expressions Words and expressions defined in the Loan Agreement and the other Finance Documents shall have the same meanings when used in this Agreement unless the context otherwise requires.
HEADINGS; SINGULAR/PLURAL The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include the feminine.
Terms Defined Elsewhere in this Agreement For purposes of this Agreement, the following terms have meanings set forth in the sections indicated: Term Section AAA Accounts Receivable 12.5 2.1(i) Agreement Preamble Arbitrator 12.5 Assumed Liabilities 2.3 Belgian Activities 1.1 (in Business definition) Closing 5.1(a) Closing Date 5.1(a) Confidentiality Agreement 12.7 Covenant Survival Period 10.1(b) Decision Disputes Elop 12.5 12.5 6.8(ii) Escrow Agent 10.5 Escrow Agreement 10.5 Escrow Fund 10.5 Exchange Act 1.1 (in Affiliate definition) Excluded Assets 2.2 Excluded Liabilities 2.4 Extraordinary Damages Financial Statements 1.1 (in Damages definition) 6.4(a) Foreign Tax Withholding Certificate 8.11 IAS 6.4(v) Indemnification Claim 10.4(b) IRI Project 6.8(ii) ISA 6.4(iii) MediVision ESE Report 6.4(i) MediVision Product 6.17 MediVision Product Certifications 6.18 MediVision Recommendation 6.2(ii) OCS Funded Technology 6.15(i) Post-Closing Covenants 10.1(b) Pre-Closing Covenants 10.1(b) Pre-Closing Tax Period 11.3(a) Purchased Assets 2.1 Purchased Shares 3.1 Purchased Trade Secrets 6.8(iii) Purchaser Preamble Purchaser Documents 7.2(i) Purchaser Indemnified Parties 10.2(a) Seller Preamble Seller Disclosure Letter 6 Seller Documents 6.2(i) Seller Indemnified Parties 10.3(a) Seller Material Adverse Effect 6.1 Seller Material Agreements 6.9(iii) Software Products 6.8(vi) Subsidiary 6.1 Survival Period 10.1(b) Tax 6.16 Tax Claim 11.4(b) Tax Return 6.16 Termination Date 5.2(a) Total Consideration 4.1 Transaction Documents 7.2(i) Transfer Taxes 11.1 Warranty Survival Period 10.1(a)
Terms Defined Elsewhere As used in this Agreement, the following capitalized terms are defined in this Agreement as referenced in the following table: Agreement Preamble Applicable Date 4.5(a) Book-Entry Shares 3.3(b)(ii) Certificate of Merger 2.2(b) Certificates 3.3(b)(i) Change of Control Amendment 6.23(c)(ii) Change of Control Amendment Consent Fee 6.23(c)(ii) Closing 2.2(a) Closing Date 2.2(a) Code Recitals Company Preamble Company 401(k) Plan 6.9(f) Company Affiliate 9.10 Company Alternative Acquisition Agreement 6.3(d)(iv) Company Board Recitals Company Board Recommendation 4.3(a) Company Capital Stock 4.2(a) Company Change of Recommendation 6.3(d)(vii) Company Common Stock Recitals Company Contracts 4.19(b) Company Designees 2.7(a) Company Designated Stockholder Recitals Company Disclosure Letter Article IV Company Employee 6.9(b) Company FA 4.22 Company Independent Petroleum Engineers 4.17(a) Company Intellectual Property 4.14(a) Company Material Adverse Effect 4.1 Company Material Leased Real Property 4.15 Company Material Real Property Lease 4.15 Company Owned Real Property 4.15 Company Permits 4.9(a) Company Preferred Stock 4.2(a) Company Related Party Transaction 4.24 Company Reserve Report 4.17(a) Company Restructuring Transactions Recitals Company SEC Documents 4.5(a) Company Senior Notes Recitals Company Stakeholders’ Pro Forma Equity Percentage 5.22 Company Stock Award 3.2(a) Company Stockholders Meeting 4.4 Company Tax Certificate 6.18(b) Confidentiality Agreement 6.7(b) Creditors’ Rights 4.3(a) days 9.4(e) Designated Stockholder Support Agreement Recitals DGCL 2.1 Dismissal Order 6.24(a)(v) D&O Insurance 6.10(d) DTC 3.3(b)(ii) e-mail 9.3 Effective Time 2.2(b) Eligible Shares 3.1(b)(i) Exchange Agent 3.3(a) Exchange Consideration 6.23(a) Exchange Fund 3.3(a) Exchange Offer Recitals Exchange Offer Expiration Date 6.23(c) Exchange Prospectus 4.8 Exchange Ratio 3.1(b)(i) Exchange Registration Statement 4.8 Excluded Employees 6.9(b) Excluded Shares 3.1(b)(iii) GAAP 4.5(b) HSR Act 4.4 Indemnified Liabilities 6.10(a) Indemnified Persons 6.10(a) Involuntary Insolvency Event Date 6.24(a)(v) Joint Proxy Statement 4.4 Letter of Transmittal 3.3(b)(i) made available 9.4(e) Material Company Insurance Policies 4.20 Material Parent Insurance Policies 5.20 Measurement Date 4.2(a) Merger Recitals Merger Consideration 3.1(b)(i) Merger Registration Statement 4.8 Merger Sub Preamble Merger Sub Board Recitals Minimum Participation Condition 6.23(a) New Financing 6.22 Non-Cancelled Shares 3.1(b)(iii) Note Consents 6.23(c) Note Waivers 6.23(c) Notes Exchange Agent 6.23(f) Other Indenture Amendments 6.23(c)(iii) Outside Date 8.1(b)(ii) Parent Preamble Parent 401(k) Plan 6.9(f) Parent Affiliate 9.10 Parent Alternative Acquisition Agreement 6.4(d)(iii) Parent Board Recitals Parent Board Recommendation 5.3(a) Parent Capital Stock 5.2 Parent Change of Recommendation 6.4(d)(vi) Parent Common Stock Recitals Parent Contracts 5.19(b) Parent Designees 2.7(a) Parent Disclosure Letter Article V Parent Equity Plan 5.2(a) Parent FA 5.22 Parent Independent Petroleum Engineers 5.17(a) Parent Intellectual Property 5.14(a) Parent Material Adverse Effect 5.1 Parent Material Leased Real Property 5.15 Parent Material Real Property Lease 5.15 Parent Owned Real Property 5.15 Parent Permits 5.9(a) Parent Preferred Stock 5.2(a) Parent Right 3.1(b)(iv) Parent Related Party Transaction 5.24 Parent Reserve Report 5.17(a) Parent SEC Documents 5.5(a) Parent Series A Junior Participating Preferred Stock 3.1(b)(iv) Parent Stock Issuance Recitals Parent Stockholders Meeting 4.4 Parent Tax Certificate 6.18(b) pdf 2.2 Registration Statements 4.8 Rights-of-Way 4.16 Second Request 6.8(c) Supplemental Indenture Effective Date 6.23(j) Supporting Noteholders Recitals Surviving Corporation 2.1 Tail Period 6.10(d) Tax Plan Recitals Tax Plan Record Date 3.1(b)(iv) Terminable Breach 8.1(b)(iii) Transaction Expense Fee Recitals Transaction Support Agreement Recitals Transaction Litigation 6.11
Gender and Use of Singular and Plural All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the party or parties or their personal representatives, successors and assigns may require.
Exclusive English jurisdiction Subject to Clause 30.3, the courts of England shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.
Agreement Not Exclusive The City retains the right to hire other professionals, contractors and service providers for this or other matters, in the City’s sole discretion.
USE OF NASA NAME AND NASA EMBLEMS A. NASA Name and Initials Partner shall not use "National Aeronautics and Space Administration" or "NASA" in a way that creates the impression that a product or service has the authorization, support, sponsorship, or endorsement of NASA, which does not, in fact, exist. Except for releases under the "Release of General Information to the Public and Media" Article, Partner must submit any proposed public use of the NASA name or initials (including press releases and all promotional and advertising use) to the NASA Associate Administrator for the Office of Communications or designee ("NASA Communications") for review and approval. Approval by NASA Office of Communications shall be based on applicable law and policy governing the use of the NASA name and initials. B. NASA Emblems Use of NASA emblems (i.e., NASA Seal, NASA Insignia, NASA logotype, NASA Program Identifiers, and the NASA Flag) is governed by 14 C.F.R. Part 1221. Partner must submit any proposed use of the emblems to NASA Communications for review and approval.
