Extra Trips All trips other than regular runs or supplemental runs shall be awarded to drivers according to the following procedures: 9.7.1 All extra trips shall be assigned in compliance with the following section of this Agreement; provided, however, that no driver shall be eligible to work more than forty (40) hours in any workweek, exclusive of hours worked on Saturday or Sunday, when another eligible driver is available and would not be put into overtime. 9.7.2 Assignment of extra trips shall be made on the basis of a “Trip Board.” The most senior driver who signs up for the extra trip shall be awarded the trip. No driver may give up any extra trip or supplemental run or regular run previously awarded in order to take an extra trip, if Section 9.7.1 above would be violated. There shall be no pre-empting of regular runs by drivers who wish to take extra trips. 9.7.3 Trips are to be dated as they are received by the Transportation Office. All extra trips shall be awarded to the most senior appropriate driver signing the “Trip Board.” If the extra trip is posted before a driver’s regular run clock-out time, the driver has until the driver’s next regular run clock-in time to reply. If there is no reply, the dispatcher shall assign the extra trip to the next senior driver on the sign-up sheet. 9.7.4 Drivers shall not be eligible for extra trips during periods of absence due to illness. Drivers absent for personal illness on the last working day before a Saturday, Sunday, or holiday trip shall not be eligible to drive such trip and will lose his/her turn on the list until the process begins anew. Drivers absent for other reasons will be able to drive such trips provided they contact the Transportation Office by 3:30 p.m. on the last working day prior to the scheduled trip to verify their availability and confirm the start time of the trip. 9.7.5 The dispatch book shall be made available for driver viewing by the Transportation Office.
Financial Position The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders’ equity and cash flows as of and for (a) the fiscal years ended December 31, 2014 and 2013 reported on by Ernst & Young LLP, independent public accountants and (b) the six months ended June 30, 2015. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (b) above.
Winding Up of the Company (a) The Managing Member shall promptly notify the other Members of any Dissolution Event. Upon dissolution, the Company’s business shall be liquidated in an orderly manner. The Managing Member shall appoint a liquidating trustee to wind up the affairs of the Company pursuant to this Agreement. In performing its duties, the liquidating trustee is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Company in accordance with the Delaware Act and in any reasonable manner that the liquidating trustee shall determine to be in the best interest of the Members. (b) The proceeds of the liquidation of the Company shall be distributed in the following order and priority: (i) first, to the creditors (including any Members or their respective Affiliates that are creditors) of the Company in satisfaction of all of the Company’s liabilities (whether by payment or by making reasonable provision for payment thereof, including the setting up of any reserves which are, in the judgment of the liquidating trustee, reasonably necessary therefor); and (ii) second, to the Members in the same manner as distributions under Section 5.03(b).
Dissolution and Winding Up of the Company Dissolution. The Company will be dissolved on the happening of any of the following events: Sale, transfer, or other disposition of all or substantially all of the property of the Company; The agreement of all of the Members; By operation of law; or The death, incompetence, expulsion, or bankruptcy of a Member, or the occurrence of any event that terminates the continued membership of a Member in the Company, unless there are then remaining at least the minimum number of Members required by law and all of the remaining Members, within 120 days after the date of the event, elect to continue the business of the Company.
High Winds (i) The occurrence of high winds, whilst constituting ‘Inclement Weather’ affecting some work processes, does not give rise to an entitlement for any Employee whose work is suspended to leave the site and be paid. Payment will not be made for time so lost. The provisions of clauses 32.4 and 32.5 do not apply to the time any work is suspended due to the effects of high wind.