Participations and Assignments (a) The Warranty Provider may assign its obligations under this Agreement and any other Transaction Document to which it is a party to (i) its ultimate parent company ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser. (b) The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement. (c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of the Warranty Provider, in its sole discretion;provided, that (A) such assignment shall not constitute an “assignment” for purposes of the Investment Company Act; (B) such Affiliate assignee is registered as an investment adviser under the Investment Advisers Act; and (C) such Affiliate assignee agrees to assume the obligations of the Adviser under this Agreement and all other Transaction Documents to which the Adviser is a party.
Shift Assignments When an opening occurs in a shift assignment in an appropriate work group at a location, preference shall be given to employees within the classification who possess the training, ability and any required special qualifications to perform the work required, on the basis of seniority. In the event that no employee desires a shift assignment, employees shall be selected in order of inverse seniority. This provision shall not apply to necessary training assignments. This provision shall not in itself alter the practice of rotating shifts where such practice presently exists. No employee who has a regular shift assignment on the effective date of the Agreement shall be involuntarily displaced from such shift assignment as a result of this Article.
Definitions and Assumptions For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Period Income” means an amount equal to Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code; (iv) “Agreement Benefits” shall mean the payments and benefits to be paid or provided pursuant to this Agreement; (v) for purposes of the opinion of the National Advisor, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive; and (vi) Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation, and state and local income taxes at the highest marginal rate of taxation in the state or locality of Executive’s domicile (determined in both cases in the calendar year in which the Date of Termination occurs or the notice described in Section 4.5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.
TEACHING LOADS AND ASSIGNMENTS A. The normal weekly teaching load in Owosso High School will be thirty teaching periods and five unassigned preparation periods. The normal weekly teaching load in Lincoln High School will be twenty-five teaching periods and five unassigned preparation periods. The normal weekly teaching load in the Middle School will be thirty teaching periods and five unassigned preparation periods. The normal weekly teaching load in the elementary schools will be thirty teaching hours. Each elementary teacher will be provided with 45-60 minutes of unassigned planning time five days a week. No departure from these norms, except in the case of emergency, shall be authorized without prior consultation with the Association. In the event of any disagreement between the representative of the Board and the Association as to the need and desirability of such deviation, the matter may be processed through the professional grievance procedure hereinafter set forth. B. Teachers who will be affected by a change in grade assignments in the elementary school grades and by changes in subject assignments in the secondary school grades will be notified and consulted by their principals as soon as schedules for the coming year are established per the procedure set forth in Article 10. C. Teachers will assume responsibility for hall conduct for the area adjacent to their rooms and may expect reasonable assignment by the building administrator corridor duties. D. Teachers may expect reasonable assignment by the building administrator to school related activities carried on within the school day. E. The Board and the Association recognize that the education of the children of the Owosso School District is their primary responsibility. The Board and the Association recognize that they also have a responsibility to assist in the training of future teachers. The Board, therefore, agrees to the following practices as regards student or practice teachers. 1. No teacher shall be assigned a student teacher against his wishes. 2. Probationary teachers may not be used as critic or supervisory teachers. 3. Critic or supervising teachers shall have the right to recommend to the building administrator the rejection at any time of any assigned student teacher with whom they feel they cannot work effectively. 4. No critic teacher may be assigned more than one student teacher for a given time period in academic classes unless the critic teacher agrees to the multiple assignment. 5. Critic teachers will receive the current rate of compensation paid by the universities. 6. Student teachers will not be used as substitute teachers outside their student teaching assignments.
BUSINESS STRUCTURE AND ASSIGNMENTS 5.17.1 Contractor shall not assign this Agreement at law or otherwise or dispose of all or substantially all of its assets without the Director’s prior written consent. Nothing in this clause, however, prevents the assignment of accounts receivable or the creation of a security interest under Section 9.406 of the Texas Business & Commerce Code. In the case of such an assignment, Contractor shall immediately furnish the Director and CPO with proof of the assignment and the name, telephone number, and address of the Assignee and a clear identification of the fees to be paid to the Assignee. 5.17.2 Contractor shall not delegate any portion of its performance under this Agreement without the Director’s prior written consent.