CPLC definition
Examples of CPLC in a sentence
This Agreement and all of the other documents to be executed by CPLC in connection herewith or in connection with the Contribution Transaction have been, or will have been at Closing, as applicable, duly executed by CPLC and delivered to the Buyer and are, or will be at Closing, as applicable, valid and binding obligations of CPLC, enforceable in accordance with their terms, except as such enforceability may be limited by the Bankruptcy Exception.
The Buyer, after the Closing, shall cause CPLC not to (x) relocate any CPLC Employee or Later Hire or (y) terminate or demote any CPLC Employee or Later Hire without cause, in each case, during the 90-day period commencing on the Closing Date.
Notwithstanding anything contained herein to the contrary, in addition to all amounts payable by the Buyer and Seller under this Agreement, the Buyer and Seller shall each be responsible for 50% of any Transfer Taxes imposed on the Seller, Buyer or CPLC resulting from, arising out of, based on or relating to, the sale of the CPLC Shares, the Election or the Contribution Transaction as and when payable pursuant to applicable Law.
CPLC’s are most effective when the atmosphere within a school promotes a focus on learning, collegiality, respect for professionalism, a commitment to continuous learning, collective inquiry into best practice, innovation and experimentation to improve teaching and student learning; Teacher’s Annual Learning Plan will inform the Professional Learning opportunities funded through this allocation as well as the CPLC.
All amounts included in the Transferred Assets or Assumed Liabilities that are received by the Seller following the Closing shall be received by the Seller as agent, in trust for and on behalf of CPLC, and the Seller shall pay promptly all of such amounts over to CPLC and shall provide to CPLC information as to the nature, source and classification of such payments, including any invoice relating thereto.
CPLC shall not conduct any business or engage in any operations until after the earlier of the Closing or the termination of this Agreement pursuant to Article 6 hereof; provided, however, that CPLC may take such actions as are necessary to (i) execute and deliver this Agreement, (ii) procure any and all Authorizations and (iii) immediately prior to the Closing, take all actions that are necessary to consummate the Contribution Transaction and the other transactions that are contemplated by this Agreement.
Neither the Seller nor CPLC has received any written notice of violation of any Law from any Governmental Authority.
From the date hereof, each party to this Agreement shall retain, in accordance with its normal document retention policy, all documents including, without limitation, Tax Returns and other tax data and information with respect to all matters as to which indemnity may be sought under this Agreement (except to the extent that such documents in the possession of the Seller at the Closing may be transferred to the possession of CPLC or the Buyer).
The Servicing Agreement shall have been duly executed and delivered to the Buyer by the Seller, PBCC and CPLC.
Each of the Seller, PBCC, CPLC and the Buyer acknowledge and agree that CPLC is not a successor or successor in interest to the Seller and that CPLC shall not have, and shall not be deemed to have, any liabilities or obligations as a successor or successor in interest to the Seller.