For purposes of this Agreement Sample Clauses

For purposes of this Agreement a Party’s “Representatives” will be deemed to include each Person that is or becomes: (i) a subsidiary or other affiliate of such Party; or (ii) an officer, director, employee, partner, attorney, advisor, accountant, agent or representative of such Party or of any of such Party’s subsidiaries or other affiliates.

For purposes of this Agreement a. the term “Closing” has the meaning given to it in the Merger Agreement;

For purposes of this Agreement. An employee means an employee in the Bargaining Unit who has successfully completed their probationary period. Students means those hired for vacation and other relief who are presently enrolled in and returning to school. Job seniority shall accrue from the latest date of permanent entry into an employee’s current job classification.An employee can only have job seniorityin the job classification that the employee regularly works. Departmental seniority shall accrue from the latest date of permanent entry into an employee’s current department. An employee can only have departmental seniority within the department that the employee regularly works. Mill seniority shall be determined by an employee’s length of continuous service computed from their most recent date of hire.

For purposes of this Agreement a seniority list will be established by November 1 and a copy sent to each teacher. Should an individual choose to challenge the accuracy of the list, written notice should be sent to the Superintendent within ten (10) days. If the Association and the Committee are unable to resolve the challenge within twenty (20) days of its receipt, the matter may be submitted to arbitration within five (5) days.

For purposes of this Agreement. “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.

For purposes of this Agreement a “Successor Transaction” includes acquisitions, agreement of sale, stock sales. exchanges, mergers, consolidations, spin- offs, and all other methods by which a change in control of the business will occur, or the business is transferred or assigned whereby an entire operation, or a portion thereof, is sold, leased, transferred, or taken over by sale, transfer lease assignment, receivership or bankruptcy proceedings. The Employer’s obligations under this the NMATA, including the Work Preservation Agreement for Signatory Employers, all Supplements thereto, and the 2022-2025 Work Preservation Agreement shall be binding upon its successors, administrators, executors and assigns. In the event of a Successor Transaction, the operation shall continue to be subject to the terms and conditions of the NMATA and this Agreement for the life thereof. The Employer agrees that the obligations of this Agreement shall be included in any agreement of sale, transfer or assignment of the business. In the event an entire operation or a portion thereof is sold, leased, transferred or taken over by sale, transfer, lease, assignment, receivership or bankruptcy proceedings, such operation shall continue to be subject to the terms and conditions of this Agreement for the life thereof. Transactions covered by this provision include stock sales or exchanges, mergers, consolidation or spinoffs or any other method by which business is transferred. In the event of a Successor Transaction, the Employer, and if applicable Parent, Sub-Ultimate Parent(s), and Ultimate Parent agree(s) that the obligations of this Agreement shall be expressly included in the legal instrument by which a Successor Transaction is to be effectuated. Such instrument shall include a provision stating, as well as in a separate instrument addressed to the Union (“Assumption Agreement”), stating: “Immediately upon effective date of this transaction and for the specific and intended benefit of the Union and the affected bargaining unit members covered by the 2022-2025 NMATA and all Supplemental Agreements and Riders thereto, [Successor] is the direct or indirect successor-in-interest of [Employer] and it or its related operating entity that performs Carhaul Work as that term is defined in the NMATA and the Work Preservation Agreement for Signatory Employers shall assume and be bound by the NMATA, including the Work Preservation Agreement for Signatory Employers and the 2022-2025 Work Preservation Agreement, as well a...

For purposes of this Agreement the term “Good Reason” shall mean (i) any action by the Company that results in a material and continuing diminution in your position, authority, duties or responsibilities, including without limitation an adverse change in your title from Chief Administrative Officer or a change such that you no longer report directly to the Chief Executive Officer in accordance with Section 1(a) above; (ii) a material reduction by the Company in your Base Salary (other than as permitted by Section 3(a) below) or Annual Bonus opportunity as in effect on the Commencement Date or as the same may be increased or decreased from time to time in accordance with Section 3(a); or (iii) a relocation of your principal place of employment to more than thirty-five (35) miles from such principal place of employment as of the Commencement Date, in each case without your written consent. For a termination to qualify as a termination of your employment for “Good Reason”, you must deliver to the Board a written notice specifically identifying in a reasonable detail the conduct of the Company which you believe constitutes “Good Reason” in accordance with this Section 2(f) within ninety (90) days of the initial occurrence of the event(s) you believe constitute “Good Reason” and provide the Board and/or Company at least thirty (30) days to remedy such conduct after receipt of such written notice, and to the extent not cured, you must terminate your employment within thirty (30) days after such failure to cure.

For purposes of this Agreement. (i) In the case of any gross receipts, Income Taxes, or similar Taxes that are payable with respect to a Straddle Period, the portion of such Taxes allocable to (A) the Pre-Closing Tax Period, and (B) the portion of the Straddle Period beginning the day after the Closing Date (the “Post-Closing Tax Period”) shall be determined on the basis of a deemed closing at the end of the Closing Date of the books and records of the Company. (ii) In the case of any Taxes (other than gross receipts, Income Taxes, or similar Taxes) that are payable with respect to a Straddle Period, the portion of such Taxes allocable to the Pre-Closing Tax Period shall be equal to the product of all such Taxes multiplied by a fraction the numerator of which is the number of days in the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period; provided, however, that appropriate adjustment shall be made to reflect specific events that can be identified and specifically allocated as occurring on or prior to the Closing Date (in which case Sellers shall be severally responsible for any Taxes related thereto) or occurring after the Closing Date (in which case the Company and Buyer (as opposed to Sellers) shall be responsible for any Taxes related thereto). (iii) The Company (as opposed to Sellers) shall be responsible for all Taxes with respect to the Post-Closing Tax Period of the Straddle Periods, as well as any non-Income Taxes with respect to the Pre-Closing Tax Period of the Straddle Periods to the extent of the amount accrued therefore on the NWC Closing Statement, as finally determined.

For purposes of this Agreement. The term the "Products" shall mean those products and accessories listed on Appendix I attached to this Agreement and made a part hereof, which list may be amended from time to time by the Division adding or deleting products and accessories therefrom and by giving the Buyer notice thereof.