Representative Capacity; Nonrecourse Obligations A COPY OF THE DECLARATION OF TRUST OR OTHER ORGANIZATIONAL DOCUMENT OF EACH FUND IS ON FILE WITH THE SECRETARY OF THE STATE OF THE FUND'S FORMATION, AND NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT IS NOT EXECUTED ON BEHALF OF THE TRUSTEES OF ANY FUND AS INDIVIDUALS, AND THE OBLIGATIONS OF THIS AGREEMENT ARE NOT BINDING UPON ANY OF THE TRUSTEES, OFFICERS, SHAREHOLDERS OR PARTNERS OF ANY FUND INDIVIDUALLY, BUT ARE BINDING ONLY UPON THE ASSETS AND PROPERTY OF EACH FUND'S RESPECTIVE PORTFOLIOS. THE CUSTODIAN AGREES THAT NO SHAREHOLDER, TRUSTEE, OFFICER OR PARTNER OF ANY FUND MAY BE HELD PERSONALLY LIABLE OR RESPONSIBLE FOR ANY OBLIGATIONS OF ANY FUND ARISING OUT OF THIS AGREEMENT.
Regular Course of Business Except as otherwise specified in this Agreement, as from the date hereof and until Closing, ▇▇▇▇▇▇ agrees to conduct its operations in accordance with the regular course of its business and refrain from taking any acts that may materially affect Sinqia’s or its Subsidiaries’ businesses or operations. Moreover, as from the date hereof until Closing, Sinqia shall not perform nor approve that its Subsidiaries perform the acts below, except if authorized by Evertec BR, which authorization shall not be unreasonably withheld: (i) call any shareholders’ meeting of Sinqia to resolve on any matter whatsoever, except for the Sinqia’s GSM; (ii) approve any distribution of dividends, profits or juros sobre capital próprio, except for the payment of the JCP Sinqia 2023; (iii) redeem, repurchase, issue or sell any shares, securities convertible into or exchangeable into shares, options, warrants, purchase rights or any other form of acquisition right relating to the shares issued by Sinqia or any of its Subsidiaries, except as a result of the Sinqia’s Stock Plans as provided in Section 2.4(iv), as the case may be; (iv) approve or effect the acquisition (including by merger, merger of shares, acquisition of shares or assets, or in any other way) of any interest in assets or any business or Person; (v) approve or effect the entry into partnerships or joint venture agreements, or any type of similar business relationship; (vi) approve or effect the execution of new compensation and benefit plans (or amend existing plans), as well as pay bonuses, commissions, incentives or any type of compensation for shares outside the regular course of business and which are not provided for, in the present date, in the existing compensation and benefit plans, except if so determined by any Applicable Law or regarding Sinqia’s Stock Plans as provided for herein; (vii) directly or indirectly get involved in any transaction, or enter into any agreement with any Related Party; (viii) promote any change in its accounting policies and practices, except if required by Applicable Law; (ix) except in relation to actions to be taken under existing agreements and in relation to new agreements with clients and service providers in the ordinary course of business, undertake any new obligation or responsibility or enter into new relevant agreements, involving Relevant Assets, including agreements for the purchase or sale of any Relevant Assets; (x) Lien any tangible or intangible asset, or offer them as collateral, except if so required due to guarantees relating to labor or tax proceedings in which Sinqia and/or its Subsidiaries, as the case may be, are defendants and that involve total amounts not exceeding five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period; (xi) take out any loan, issue debt securities, enter into any type of financing agreement or change the terms of existing financing agreements or debt instruments, except for those entered into in the ordinary course of Sinqia's business and that in any case do not increase Sinqia’s consolidated indebtedness in more than five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period; (xii) guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any Person; (xiii) enter into, amend, modify or in any way alter the terms of the existing contracts entered into by Sinqia and/or its Subsidiaries in order to accelerate payments due under those agreements, except (a) as set forth in Section 7.3(xvii) below and (b) after Sinqia’s GSM, anticipate the release of lock-up obligations of Sinqia’s shares owned by sellers of entities acquired by Sinqia as set forth in the agreements entered into before the date hereof; (xiv) donate or freely assign any asset, right, or any form of property, to any Person; (xv) enter into any collective bargaining agreement or promote any relevant changes to the terms and conditions of the current employment contracts to which they are a party, except the agreements to be entered into with labor union Sindicato dos Trabalhadores em Processamento de Dados e Tecnologia da Informação do Estado de São Paulo - SINDPD; (xvi) engage in new lines of business; (xvii) anticipate the vesting periods of the options, or continuance of the plan, granted under the Sinqia’s Stock Plans, except for vesting acceleration set forth in Section 2.4(iv) of this Agreement; (xviii) approve (a) the hiring of new employees of coordination, managerial or higher hierarchical level or administrators of any level, outside the normal course of business; (b) the dismissal of employees outside the normal course of business; or (c) the implementation of any voluntary termination or dismissal program for employees; (xix) incur in costs that exceed the consolidated and global amount of sixty million Reais (R$ 60,000,000.00) for the hiring of advisors for the Transaction and preparation of financial statements mentioned in Section 3.7, provided that Sinqia is allowed to pay waiver fees required to obtain third parties’ consents in relation to the Transaction, in accordance with Section 7.4; or (xx) agree, promise or undertake to perform any of the acts described above.
Recourse Obligations The Mortgage Loan documents for each Mortgage Loan (a) provide that such Mortgage Loan becomes full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events (or negotiated provisions of substantially similar effect): (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in by, the Mortgagor; (ii) the Mortgagor or guarantor shall have solicited or caused to be solicited petitioning creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) voluntary transfers of either the Mortgaged Property or controlling equity interests in the Mortgagor made in violation of the Mortgage Loan documents; and (b) contains provisions for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages resulting from the following (or negotiated provisions of substantially similar effect): (i) the Mortgagor’s misappropriation of rents after an event of default, security deposits, insurance proceeds, or condemnation awards; (ii) the Mortgagor’s fraud or intentional material misrepresentation; (iii) breaches of the environmental covenants in the Mortgage Loan documents; or (iv) the Mortgagor’s commission of intentional material physical waste at the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).
Minimum Gain Chargeback (Nonrecourse Liabilities) Except as otherwise provided in Section 1.704-2(f) of the Regulations, if there is a net decrease in Partnership Minimum Gain for any Partnership fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain to the extent required by Section 1.704-2(f) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (i) of the Regulations. This subparagraph 2 (a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.
Course Reimbursement 1. Teachers will be eligible for reimbursement for courses that will enhance the Teacher’s ability to improve student academic performance. 2. To be eligible for reimbursement, courses must be approved by the Professional Growth Committee (employing the program of staff development mandated by the state as an integral part of the Teacher’s recertification process) prior to taking the course; advance approval from the Superintendent of Schools is required. 3. Upon successful completion of the course with a grade of “B” or better, and submission of a transcript or signed official grade report and verification of tuition payment to the Superintendent, the Teacher will be reimbursed for the cost of tuition and registration fees. 4. Payment of course reimbursement is for tuition and related fees only. An individual is entitled to receive 2/3 reimbursement cost for 6 graduate level credits during each year of this contract not to exceed the New Hampshire resident UNH graduate level dollar amount plus any related fees. However, in no event shall the District expend more than $20,000 per contract year for course reimbursement. In the event that requests for course reimbursement exceed $20,000 in a contract year, the following lottery system will apply: Reimbursement will be available in two (2) reimbursement periods. Employees may apply for up to six (6) credits during period 1 after June 30th and prior to October 1st. Employees may apply for up to six (6) during period 2 starting December 1st. The disbursement of funds in period 1 shall not exceed half of the yearly agreed upon amount. Any sums not used during period 1 shall be rolled into period 2. Anyone applying during period 1 who has met the period 1 deadline will have their application considered. If the total of the requests is more than the designated monetary amount, then a lottery system will ensue to determine which applications receive the money. Those whose applications were not selected in period 1 will be eligible to submit again during period 2. If the total of the requests for period 2 is more than the designated monetary amount, then a lottery system will ensue to determine which applications receive the money. The disbursement in period 2 shall not exceed the total agreed upon amount. Applications for reimbursement in period 2 may not have received any previous reimbursement during period 1 unless there are unexpended funds in period 2. Also, if an applicant received funds in period 1, that application may not cause a lottery to occur in period 2. 5. Advance Payment Plan - The District will prepay for any course that has been approved by the Professional Growth Committee (employing the program of staff development mandated by the state as an integral part of the Teacher's recertification process). Each participating Teacher will enter into an Agreement with the District to submit receipts, grades, and other paperwork for the course that was prepaid. The Teacher will agree in writing to keep his/her advanced payment account records up- to-date. If the Teacher fails to fulfill the requirements of the advanced payment plan, the Teacher agrees that the District will withhold any balance due the District from the last paycheck under the Teacher's contract.