Service Credits Only during the period in which the Bank is providing Transition Assistance:
Service Level Credits If vendor fails to provide the Services in accordance with the applicable Service Levels for any reason, except for Force Majeure Events (as defined in the Agreement), vendor will incur Service level Credits identified in and according to the schedule set forth in Attachment E-1 and/or Attachment E-2, provided that Vendor may earn back such Service level credits as provided under the provisions of Attachment E-1 and/or Attachment E-1, as the case may be. The Service Level credits will not limit Prudential's right to recover, in accordance with the terms of this Engagement Schedule, any other damages to which it may be entitled with respect to such failure to provide the Services in accordance with the Service Levels.
Service Credit Following the Effective Time, solely to the extent that Continuing Employees (as defined below) are covered under Parent Benefit Plans (as defined below), Parent will use all reasonable efforts to give each Continuing Employee credit for prior service with the Company or its Subsidiaries for purposes of (i) eligibility and vesting under any applicable Parent benefit plan or written policy or arrangement (“Parent Benefit Plan”) in which such Continuing Employee becomes eligible to participate at or following the Effective Time and (ii) determination of benefits levels under any vacation or severance Parent Benefit Plan in which such Continuing Employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Company Employee Plan, service shall be credited solely to the extent that such service was or would have been credited for such purposes under such comparable plans and no such crediting will be required to the extent it results in the duplication of benefits, or under any bonus or other incentive compensation, or sabbatical or similar plan, program, agreement or arrangement. Solely to the extent that Continuing Employees are covered under Parent Benefit Plans, Parent shall give credit under those of its applicable Parent Benefit Plans that are welfare benefit plans and in which Continuing Employees become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Continuing Employees (including their eligible dependents), in respect of the plan year in which the Effective Time occurs, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable to the Continuing Employees under the Parent Benefit Plans in which the Continuing Employees become eligible to participate at or following the Effective Time, but if the Company or any of its Subsidiaries maintains a comparable Company Employee Plan, solely to the extent such requirements and conditions were not applicable to the particular Continuing Employee under a comparable Company Employee Plan. For purposes of this Agreement, “Continuing Employees” shall mean those employees of Parent and employees of the Surviving Corporation as of the Effective Time who shall have been employees of the Company immediately prior to the Effective Time.
Age and Service Credit Executive shall also be entitled to receive age credit and credit for period of service towards all SERP plans for the remaining period of time covered by this Agreement. If Executive is hired by Employer, its assigns, any company in control of Employer, or any company controlled by Employer during the period covered by this Agreement, then Executive will be entitled to be treated for all purposes relating to future compensation, and benefits, as if this Agreement had never been terminated and as if Executive had performed his responsibilities as an Executive throughout the period originally covered by this Agreement.
Limitation Year The Limitation Year is: (Choose (c) or (d)) [ x ] (c) The Plan Year. [ ] (d) The 12 consecutive month period ending every _____.
Credits All tax credits shall be allocated among the Members as determined by the Board in its sole and absolute discretion, consistent with applicable law. The tax allocations made pursuant to this Section 5.8 shall be solely for tax purposes and shall not affect any Member’s Capital Account or share of non-tax allocations or distributions under this Agreement.
CONTRACT YEAR The first Contract Year is the period of time ending on the first contract anniversary. Subsequent Contract Years are the annual periods between contract anniversaries.
Plan Year Any reference to “
Earnings Credits The Fund shall receive a credit for each calendar month against such compensation and fees of the Custodian as may be payable by the Fund in an amount equal to the aggregate of its Earnings Credit for such calendar month. In no event may such credit be transferred to, or utilized by, any other person or entity, except to the extent permitted by law, and then only to or by The Dreyfus Corporation, its affiliates and/or any investment company now or in the future for which The Dreyfus Corporation or any of its affiliates acts as the investment adviser or administrator (each, a “Permitted Transferee”). The credit shall be applied as follows and only in the specified order:
Tax Savings If, by reason of any payment made, or events giving rise to such payment, to or for the account of any Tax Indemnitee by Lessee pursuant to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund which was not taken into account previously in computing such payment by Lessee to or for the account of the Tax Indemnitee, then the Tax Indemnitee will pay to Lessee an amount equal to such actual reduction in Taxes or such refund (including interest received), plus the amount of any additional reduction in Taxes of the Tax Indemnitee attributable to the payment made by the Tax Indemnitee to Lessee pursuant to this sentence; provided, however, that (A) the Tax Indemnitee will not be obligated to make such payment with respect to any net Tax savings or refund to the extent that the amount of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to Lessee; provided, that any such excess tax savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will be carried forward and reduce Lessee's obligations to make subsequent payments to such Tax Indemnitee pursuant to Section 39 of this 84 Agreement; and (B) if any such Tax savings or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund will be treated as a Tax for which Lessee must indemnify the Tax Indemnitee pursuant to Section 39(a) or 39(b), as the case may be (without regard to the exceptions in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual rate.
