Filings and Procedural Matters Sample Clauses

Filings and Procedural Matters a. TCI shall continue to prepare and file all federal income Tax Returns (the "TCI Consolidated Returns") which are required to be filed by the TCI Group for all periods and will pay all Taxes shown as due thereon. The costs of such preparation and filing shall be allocated among and paid by the Subgroup Parents in accordance with TCI's policy of allocating corporate general and administrative costs among the Subgroups. Such returns shall include all Tax Items of the Subgroup Members for all tax periods or portions thereof ending on or before the Deconsolidation Date with respect to such Subgroup Members. TCI will make all decisions relating to the preparation and filing of such returns. Each Subgroup Member whose Tax Items are includable in any such return shall, upon the request of TCI, consent to be included in the TCI Consolidated Return on any form as may be prescribed for such consent. b. So as to enable TCI to prepare accurately and completely the TCI Consolidated Returns and in order to provide for accurate financial reporting, for tax periods or portions thereof ending on or before the Deconsolidation Date as to any Subgroup Parent, such Subgroup Parent shall provide such information with respect to Taxes (including forecasts, projections and tax accruals) as TCI may reasonably request. Each Subgroup Parent shall bear all costs and expenses of preparation and submission of such information, including accountants' and attorneys' fees. c. TCI may claim the benefit for federal income tax purposes of any net operating loss or other tax benefit carryback resulting from a loss or tax benefit incurred by any Subgroup for any taxable period after the Deconsolidation Date of such Subgroup, provided that TCI pays to such Subgroup the amount of any refund of Taxes resulting from such net operating loss or other tax benefit carryback, together with the interest received in respect of such refund, promptly after receipt thereof from the IRS. However, with respect to any such net operating loss or other tax benefit that is attributable to a taxable period of a Subgroup after the Deconsolidation Date with respect to such Subgroup and as to which such Subgroup has the option to waive its right to carry such net operating loss or other tax benefit back, such Subgroup shall exercise such option and elect to carry such net operating loss or other tax benefit forward unless either (x) TCI requests such Subgroup not to exercise such option and instead to carry such ne...
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Filings and Procedural Matters a. For all tax periods or portions thereof ending on or before the Deconsolidation Date as to any Subgroup Member, TCI shall prepare and file all unitary, consolidated, nexus combination or separate state or local income or franchise Tax Returns which are required by law to be filed which include both any Tax Item of such Subgroup Member and any Tax Item of either any member of a different Subgroup or any member of the TCI Group that is not a Subgroup Member. TCI shall pay all Taxes shown as due on such returns (including those for which any Subgroup Member may be liable). Each Subgroup Member whose Tax Items are included in any such unitary, consolidated, nexus combination or separate state or local income Tax Return shall agree to be included on such return on any form as may be prescribed for such consent if such consent is requested, and the costs of preparing and filing such Tax Returns shall be allocated among the Subgroup Members whose Tax Items are included therein in accordance with TCI's policy for allocating corporate general and administrative costs. TCI shall prepare and file on behalf of and at the cost and expense of each Subgroup Member all other state and local income and franchise Tax Returns required to be filed with respect to such Subgroup Member. Such Subgroup Member shall pay all taxes reportable on such returns. b. So as to enable TCI accurately and completely to prepare all state and local income and franchise Tax Returns which it will file and in order to provide for accurate financial reporting, each Subgroup Member shall prepare and submit to TCI such information with respect to Taxes (including forecasts, projections and tax accruals) as TCI may reasonably request.
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Filings and Procedural Matters a. For all tax periods or portions thereof ending on or before the Deconsolidation Date as to any Subgroup Member, TCI shall prepare and file all unitary, consolidated, nexus combination or separate state or local income or franchise Tax Returns which are required by law to be filed which include both any Tax Item of such Subgroup Member and any Tax Item of any member of a different Subgroup. TCI shall pay all Taxes shown as due on such returns (including those for which any Subgroup Member may be liable). Each Subgroup Member whose Tax Items are included in any such unitary, consolidated, nexus combination or separate state or local income Tax Return shall agree to be included on such return on any form as may be prescribed for such consent if such consent is requested, and the costs of preparing and filing such Tax Returns shall be allocated among the Subgroup Members whose Tax Items are included therein in accordance with TCI's policy for allocating corporate general and administrative costs. TCI shall prepare and file on behalf of and at the cost and expense of each Subgroup Member all other state and local income and franchise Tax Returns required to be filed with respect to such Subgroup Member. Such Subgroup Member shall pay all taxes reportable on such returns. b. So as to enable TCI accurately and completely to prepare all state and local income and franchise Tax Returns which it will file and in order to provide for accurate financial reporting, each Subgroup Member shall prepare and submit to TCI such information with respect to Taxes (including forecasts, projections and tax accruals) as TCI may reasonably request.
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Related to Filings and Procedural Matters

  • Procedural Matters The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in such proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy following an Event of Default will not impair the right or remedy or constitute a waiver of, or acquiescence in, such Event of Default. All remedies will be cumulative to the extent permitted by law.

  • Notification; Procedural Matters Promptly after receipt by an Indemnified Party under Section 3.1 of notice of any claim or the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against the Indemnifying Party (or if a claim for contribution is to be made against another party) under Section 3.1, notify the Indemnifying Party (or other contributing party) in writing of the claim or the commencement of such action; provided, however, that the failure to notify the Indemnifying Party (or other contributing party) shall not relieve it from any liability which it may have under Section 3.1 except to the extent it has been materially prejudiced by such failure; and provided, further, however, that the failure to notify the Indemnifying Party shall not relieve it from any liability which it may have to any Indemnified Party (or to the party requesting contribution) otherwise than under Section 3.1. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that, by written notice delivered to the Indemnified Party promptly after receiving the aforesaid notice from such Indemnified Party, the Indemnifying Party elects to assume the defense thereof, it may participate with counsel reasonably satisfactory to such Indemnified Party; provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party or parties shall reasonably have concluded that there may be legal defenses available to it or them and/or other Indemnified Parties that are different from or additional to those available to the Indemnifying Party, or if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Parties would present such counsel with a conflict of interest, the Indemnified Party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Party or parties. Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense of such action and approval by the Indemnified Party of such counsel, the Indemnifying Party shall not be liable to such Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed separate counsel (plus any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action or (iii) the Indemnifying Party shall have authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party. No party shall be liable for contribution with respect to any action or claim settled without its consent, which consent shall not be unreasonably withheld. In no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

  • Fiscal Matters a. The School District will provide all required Course Materials (textbooks and electronic materials) and will be billed for applicable Instructional Materials charges embedded in courses requiring electronic materials in accordance with the College respective course agreement. b. The School District will act as the fiscal agent for purposes of this MOU, including student fees. Based on School District policies, the School District may recover fees incurred by students. c. Any transportation and applicable food services required for Students participating in Dual Credit programs at the College site will be provided by the School District. d. All personal fines, late fees, parking tickets, etc. incurred by Student at the College are the student’s individual responsibility. e. Adjunct Instructors at the School site delivering dual credit courses may teach students enrolled in ECHS and Traditional Dual Credit in the same course section. However, Alamo Colleges District will only pay dual credit stipends for dual credit courses with 15 dual credit students or more in each course section. Dual Credit students constitute those in traditional Dual Credit or ECHS. f. The Cost-Sharing Model was implemented beginning with the 2017-18 Academic Year. Following the model of who primarily funds the cost of the Dual Credit Instructor, the Alamo Colleges District will either pay a stipend to the School District or the School District will pay the Alamo Colleges District the appropriate amount listed below. The College will verify all student enrollments per College census dates. i. Where the School District contracts the instructor to teach college courses, the Alamo Colleges District will pay $600 for each course section that contains at least 15 students. The official student enrollment count will be taken on the course sections’ census date. The Alamo Colleges District Business Office will communicate with the School District Business Office to provide the appropriate payment to be paid the first full week of December for the Fall semester and the third full week of April for the Spring semester. ii. Where the College contracts the college instructor to teach a course section and the student enrollment in each specific course section totals less than 80% of the total student enrollment count of the said course section, the School District will pay $100 per student to the Alamo Colleges District. The official student enrollment count will be taken on the course sections’ census date. The Alamo Colleges District Business Office will communicate with the School District Business Office to provide an invoice by mid-January for the Fall semester and the third full week of April for the Spring semester. Each of these invoices are to be paid net 45 days from the date of the invoice. iii. Where the College contracts the college instructor to teach a course section and the student enrollment in each specific course section totals to 80% or greater of the total student enrollment of the said course, the School District will pay $2,800 per course to the Alamo Colleges District. The official student enrollment count will be taken on the course sections’ census date. The Alamo Colleges District Business Office will communicate with the School District Business Office to provide an invoice by mid-January for the Fall semester and the third full week of April for the Spring semester. Each of these invoices are to be paid net 45 days from the date of the invoice. iv. Where Students are required to use Course Materials as part of the prescribed courses in their degree plan, as referenced in Section 13 – Course Materials, the Alamo Colleges District Business Office will communicate with the School District Business Office to provide an invoice by mid-January for the Fall semester and the third full week of April for the Spring semester. Each of these invoices are to be paid net 45 days from the date of the invoice. g. School District’s failure to meet its financial responsibilities as the fiscal agent will result in a College’s refusal of enrollment of its Students for the next Academic Year after determination of payment default and may be subject to outside collection agency action. h. Tuition promotions, incentives or discounts vary during each academic year. All current promotions are published on the Alamo Colleges District web site at: ▇▇▇.▇▇▇▇▇.▇▇▇, and are available in printed or electronic formats. Applicability of said for students enrolled in Dual Credit programs, Early College High School or Alamo Academies must be verified at the time of enrollment. Examples of promotional incentives include the “Summer Momentum Plan” published in the Alamo Colleges District web site at: ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/free.

  • Legal Matters In the opinion of ▇▇▇▇ ▇▇▇▇▇▇, Authorized Signatory of Prospect Administration, administrator for Prospect Capital Corporation, a Maryland corporation (the “Company”), the certificates evidencing the Notes (the “Note Certificates”) constitute the valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms under the laws of the State of New York subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the law of the State of New York as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP dated March 8, 2012, filed as Exhibit (l)(5) to the Company’s registration statement on Form N-2 (File No. 333-176637) and to the further assumptions that (i) the Note Certificates have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under Maryland law, and (ii) they were duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Fifth Amended and Restated Selling Agent Agreement and the Indenture. Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying prospectus supplement.

  • Litigation; Labor Matters; Compliance with Laws (i) There is no suit, action or proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to the Company or prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company having, or which, insofar as reasonably could be foreseen by the Company, in the future could have, any such effect. (ii) The Company is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its knowledge, threatened, any of which could have a material adverse effect with respect to Company. (iii) The conduct of the business of the Company complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.