TABLE OF CONTENTS ARTICLE I
Term and Termination In any case, if not sooner terminated, this Agreement shall expire at the close of business on the effective date that the Offering is terminated. This Agreement may be terminated by either party (a) immediately upon notice to the other party in the event that the other party shall have materially failed to comply with any material provision of this Agreement or if any of the representations, warranties, covenants or agreements of such party contained herein shall not have been materially complied with and such failure to comply is not cured within ten (10) days after the date of such occurrence or (b) on 60 days’ written notice. In any event, this Agreement shall be deemed suspended during any period for which the Dealer Manager’s license or registration to act as a broker dealer shall be revoked or suspended by any federal, self-regulatory or state agency. In addition, the Dealer Manager, upon the expiration or termination of this Agreement, shall (a) promptly deposit any and all funds in its possession which were received from investors for the sale of Shares into the appropriate escrow account or, if the Minimum Offering has been reached, into such other account as the Company may designate; and (b) promptly deliver to the Company all records and documents in its possession which relate to the Offering which are not designated as dealer copies. The Dealer Manager, at its sole expense, may make and retain copies of all such records and documents required to be retained by the Dealer Manager pursuant to (i) Federal and state securities laws and the rules and regulations thereunder, (ii) the applicable rules of FINRA and (iii) the NASAA REIT Guidelines, but shall keep all such information confidential; provided, that, nothing contained in this Agreement shall prevent the Dealer Manager from disclosing any such information to any regulatory authority asserting jurisdiction over the Dealer Manager. The Dealer Manager shall use its reasonable best efforts to cooperate with the Company to accomplish any orderly transfer of management of the Offering to a party designated by the Company. Upon expiration or termination of this Agreement, the Company shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 5 of this Agreement, including but not limited to any Distribution Fees, pursuant to the requirements of that Section 5 at such times as such amounts become payable pursuant to the terms of such Section 5 without acceleration; provided, however, that if the Minimum Offering is not reached prior to such expiration or termination, the Company shall not pay any such compensation and reimbursements to the Dealer Manager.
Term of Agreement This Agreement shall continue in full force and effect until the tenth (10th) anniversary of Bank Closing; provided, that the provisions of Section 6.3 and 6.4 shall survive the expiration of the term of this Agreement; and provided further, that the receivership of the Failed Bank may be terminated prior to the expiration of the term of this Agreement, and in such event, the guaranty of the Corporation, as provided in and in accordance with the provisions of Section 12.7 shall be in effect for the remainder of the term of this Agreement. Expiration of the term of this Agreement shall not affect any claim or liability of any party with respect to any (i) amount which is owing at the time of such expiration, regardless of when such amount becomes payable, and (ii) breach of this Agreement occurring prior to such expiration, regardless of when such breach is discovered.
ARTICLE Attached hereto and forming part of this Agreement are the following appendices and Letters of Understanding Short Shifts, Modified Work, Job Sharing and Payment for Bargaining Unit President Professional Responsibility Complaint Joint Benefits Review Sub-committee Joint Central Committee Joint Central Committee Labour Relations Education Grievance Administration Best Practices Mentorship Regional Listing of Experts Joint Letter to Minister of Health I. Quality of Initiatives Compendium of Standards of Practice Feasibility Study of Grievances Harassment and Discrimination Paid Professional Leave Days Part-time Voluntary Benefits Appendix Appendix Appendix Appendix Appendix Appendix Grievance Form List of Responsibility Assessment Committee Chairpersons Salary Schedule Superior Conditions If Any Appendix of Local Provisions Professional Responsibility Complaint Form APPENDIX GRIEVANCE FORM APPENDIX LIST OF PROFESSIONAL RESPONSIBILITY ASSESSMENT COMMITTEE CHAIRPERSONS Xxxx Xxxxxxx Executive Director Capital Health Alliance Road, Room Ottawa, ON Xxx Xxxx Principal Chair Seneca College Toronto, ON Xxxxxxx Xxxxxx Associate Professor School of Nursing University Thunder Bay, ON APPENDIX PROFESSIONAL RESPONSIBILITY COMPLAINT FORM OF IMPROPER ASSIGNMENT AVIS D'ATTRIBUTION INCORRECTE DE TRAVAIL Lo EMPLOYER DE NOTIFICATION OF CARE BED PATIENTS SOINS de do PATIENTS OF DU SUPERVISEUR X do not believe responsewas adequate request our ta the concerns, may these the responsibility la BU de la pas, RU der considérer ta September septembre infirmiers et de LETTERS OF UNDERSTANDING Short Shifts, Modified Work, Job Sharing and Payment for Bargaining Unit President The parties agree that the issues of short shifts (including the issue of premium payments for hours worked after scheduled hours on short shifts), modified work and job sharing are local issues. Any issues around payment for a Bargaining Unit President or designate including payment to attend joint Employer Union meetings outside of their regularly scheduled hours are local issues. Re: Professional Responsibility Clause The parties hereby agree to meet within six (6) months of to update the list of Professional Responsibility Assessment Committee Chairpersons, to discuss possible revisions to Appendix and to discuss the guidelines for the Chair of the Professional Responsibility Assessment Committee The parties agree to update Appendix to reflect any joint recommendations for changes to the "Notification of Improper Work Assignment". Re: Joint Benefits Review Sub-committee The parties agree to refer the following matters to the Benefits Review Sub-committee referenced in Article 17.09: the maximum age dependents eligible for benefit coverage; the terms and application of the Hospitals of Ontario Disability Plan currently effect; Consideration of alternative options for sick leave provision. The Committee will undertake to meet within six (6) months of the date of ratification. Re: Joint Central Committee The parties agree to form a Joint Central Committee to discuss issues of mutual interest and benefit to the Hospitals and the Association. The Committee will discuss issues including but not restricted to a Clinical Advancement System for nurses and support for new graduates entering the nursing profession. Joint Central Committee Labour Relations Education The parties agree to form a new Joint Central Committee on Labour Relations Education consisting of three representatives of the Union and three representatives of the Participating Hospitals. In order to promote the principles of a collaborative approach to labour relations in a timely and effective manner, the Committee will develop and/or promote education sessions designed to assist the local parties to deal with grievances, responsibility complaints, interest based bargaining and such other topics as the parties may deem appropriate. The Committee will meet within two (2) months of the date of ratification. The parties will pursue opportunities for external funding to pay for such educational initiatives. The parties agree to refer to the joint central committee on Labour Relations Education the development of education programs on harassment, discrimination and abuse.
Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:
SERVICE REQUIREMENTS FOR REFERRED CLIENTS A. Agent agrees to respond to any communications from a Referred Client within two (2) hours after receipt if such communication is received between 9:00am to 5:00pm local time. For communications received outside of these hours, Agent agrees to respond by 10:00am the next day.
COMPLIANCE WITH LAWS AND AUTHORITY Each party shall comply with all applicable laws, rules and regulations in connection with the representation of a Referral including federal and state licensing laws. Each party represents and warrants that it is duly authorized to enter into this Agreement and perform its obligations thereunder. Each natural person signing this Agreement on behalf of an entity represents and warrants that he/she has the requisite authority to so bind the entity.
Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.
Compliance with Law (i) Neither the Assuming Institution nor any of its Subsidiaries is in violation of any statute, regulation, order, decision, judgment or decree of, or any restriction imposed by, the United States of America, any State, municipality or other political subdivision or any agency of any of the foregoing, or any court or other tribunal having jurisdiction over the Assuming Institution or any of its Subsidiaries or any assets of any such Person, or any foreign government or agency thereof having such jurisdiction, with respect to the conduct of the business of the Assuming Institution or of any of its Subsidiaries, or the ownership of the properties of the Assuming Institution or any of its Subsidiaries, which, either individually or in the aggregate with all other such violations, would materially and adversely affect the business, operations or condition (financial or otherwise) of the Assuming Institution or the ability of the Assuming Institution to perform, satisfy or observe any obligation or condition under this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
