Section 16(b) Exemption The Company shall take all actions reasonably necessary to cause the transactions contemplated by this Agreement and any other dispositions of equity securities of the Company (including derivative securities) in connection with the transactions contemplated by this Agreement by each individual who is a director or executive officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Flexibility Arrangements 10.1 The Employer and an Employee may agree to make an individual flexibility arrangement to vary a term of the Agreement if the arrangement: (a) only varies the effect of (i) clause 47 Parental Leave (ii) clause 44 Compassionate Leave (iii) clause 46 Jury Service (b) meets the genuine needs of the Employer and Employee in relation to the matter mentioned in clause 10.1 (a) above: (i) is genuinely agreed to by the Employer and Employee; and (ii) is not inconsistent with section 55 of the Fair Work Act. 10.2 The Employer must ensure that the terms of the individual flexibility arrangement: (a) are about permitted matters under section 172 of the Fair Work Act; (b) are not unlawful terms under section 194 of the Fair Work Act; and (c) result in the Employee being better off overall than the Employee would be if no arrangement was made. 10.3 The Employer must ensure that the terms of the individual flexibility arrangement: (a) is in writing; (b) includes the name of the Employer and the Employee; (c) is signed by the Employer and the Employee (if the Employee is under the age of 18, signed by a parent or guardian of the Employee; (d) includes details of: (i) the terms of this Agreement that will be varied by the arrangement; (ii) how the arrangement will vary the effect of the terms; (iii) how the Employee will be better off overall in relation to the terms and conditions of his or her employment as a result of the arrangement; and (iv) states the day on which the arrangement commences. 10.4 The Employer must give the Employee a copy of the individual flexibility arrangement within fourteen (14) days. 10.5 Upon request by the relevant Employee/s, the Employer must provide copies of all flexibility arrangements made under this clause to the Union/Union Delegate/Employee Representative. 10.6 The Employer or Employee may terminate the individual flexibility arrangement by giving not more than twenty-eight (28) days’ written notice to the other Party to the arrangement; or if the Employer and Employee agree in writing at any time.
Employee Benefit Arrangements (i) All liabilities under the Employee Benefit Arrangements are (A) funded to at least the minimum level required by Law or, if higher, to the level required by the terms governing the Employee Benefit Arrangements, (B) insured with a reputable insurance company, (C) provided for or recognized in the financial statements most recently delivered to the Administrative Agent pursuant to Section 6.01 hereof or (D) estimated in the formal notes to the financial statements most recently delivered to the Administrative Agent pursuant to Section 6.01 hereof, where such failure to fund, insure, provide for, recognize or estimate the liabilities arising under such arrangements could reasonably be expected to have a Material Adverse Effect. (ii) There are no circumstances which may give rise to a liability in relation to the Employee Benefit Arrangements which are not funded, insured, provided for, recognized or estimated in the manner described in clause (i) above and which could reasonably be expected to have a Material Adverse Effect. (iii) Each of Parent and each of its Restricted Subsidiaries is in compliance with all applicable Laws, trust documentation and contracts relating to the Employee Benefit Arrangements (including pursuant to any applicable procedures under applicable Law, as appropriate), except as would not reasonably be expected to have a Material Adverse Effect.
Compensation Arrangements (a) Following receipt of an RoU Claim Notice in respect of a Type 2 Restriction of Use, Network Rail and the Train Operator shall (if they have not already done so) commence negotiations in respect of the RoU Direct Costs compensation to be paid by one party to the other in respect of such Type 2 Restriction of Use and, subject to paragraph 10, shall continue such negotiations in good faith until they are concluded. (b) Once the compensation referred to in paragraph 6.1(a) has been agreed or determined (and has been compared against any amounts calculated under paragraph 4 together with any other amounts paid or due to the Train Operator from Network Rail in relation to such Restriction of Use) then, in the event of: (i) a shortfall for the Train Operator, the compensation to be paid by Network Rail to the Train Operator shall be the full amount of the RoU Direct Costs actually incurred by the Train Operator less any amounts calculated under paragraph 4 which have already been paid or are due for such Restriction of Use and any other amounts in respect of any RoU Direct Costs received by the Train Operator from Network Rail in respect of such Restriction of Use; or (ii) an overpayment by Network Rail to the Train Operator, the compensation to be paid by the Train Operator to Network Rail shall be the difference between the amount received by the Train Operator which was calculated under paragraph 4 and the RoU Direct Costs actually incurred by the Train Operator in respect of such Restriction of Use. (c) Network Rail shall include in the statement provided by it in respect of each Period under paragraph 13.1(a) details of the compensation agreed or determined under this paragraph 6 and paragraph 10 to be payable in respect of any Type 2 Restriction of Use taken in that Period and that compensation shall be due and payable by the relevant party to the other in accordance with paragraph 13.1.
Group Tax Exemption Ruling As of the Disaffiliation Date, Local Church shall cease to use, and also shall ensure that any Subsidiaries or affiliates of Local Church which have been included in the group tax exemption ruling shall cease to use, any and all documentation stating that Local Church is included in the denomination’s group tax exemption ruling administered by the General Council on Finance and Administration of The United Methodist Church. Local Church and any of its Subsidiaries and affiliates which have been included in the group tax exemption ruling will be removed as of the Disaffiliation Date.