Professional Development and Training The Company shall pay for or reimburse the Executive for any reasonable professional development or training.
Professional Development 9.01 Continuous professional development is a hallmark of professional nursing practice. As a self-regulating profession, nursing recognizes the importance of maintaining a dynamic practice environment which includes ongoing learning, the maintenance of competence, career development, career counselling and succession planning. The parties agree that professional development includes a diverse range of activities, including but not limited to formal academic programs; short-term continuing education activities; certification programs; independent learning committee participation. The parties recognize their joint responsibility in and commitment to active participation in the area of professional development.
Corporate Separateness (a) Satisfy, and cause each of its Restricted Subsidiaries and Unrestricted Subsidiaries to satisfy, customary corporate and other formalities, including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, in each case, to the extent required by law and the maintenance of corporate offices and records. (b) Ensure that (i) no payment is made by it or any of its Restricted Subsidiaries to a creditor of any Unrestricted Subsidiary in respect of any liability of any Unrestricted Subsidiary, (ii) no bank account of any Unrestricted Subsidiary shall be commingled with any bank account of the Borrowers, Holdings or any direct or indirect parent of the Borrowers or any of their Restricted Subsidiaries, and (iii) any financial statements distributed to any creditors of any Unrestricted Subsidiary shall clearly establish or indicate the corporate separateness of such Unrestricted Subsidiary from the Borrowers, Holdings or any direct or indirect parent of the Borrowers or any of their Restricted Subsidiaries.
Successor to the Executive This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal representatives, executors, administrators, heirs, distributees, devisees and legatees. In the event of the Executive’s death after his termination of employment but prior to the completion by the Company of all payments due him under this Agreement, the Company shall continue such payments to the Executive’s beneficiary designated in writing to the Company prior to his death (or to his estate, if the Executive fails to make such designation).
General Management In the discharge of its general duty to manage the successful performance of the Services, Vendor shall: 3.2.1.1. within thirty (30) calendar days of the Effective Date, identify to Citizens the primary and secondary management contacts responsible for the oversight and management of Services for Citizens; 3.2.1.2. ensure Vendor Staff tasked with management and oversight of the Services are available promptly to perform Services during Business Hours; 3.2.1.3. ensure each assigned Adjuster submits a time record directly to Vendor’s manager or point of contact. At any time during this Agreement, Citizens may require copies of time records from Vendor; 3.2.1.4. ensure that no Vendor Staff carries a weapon on their person while performing Services; 3.2.1.5. ensure that no Vendor Staff uses impairing drugs, chemicals, or alcohol while performing Services; 3.2.1.6. ensure that Vendor Staff avoid using their duties and obligations under this Agreement to engage in any conduct that could create either an actual or perceived conflict of interest, such as due to an ongoing business relationship with an entity other than Citizens that would enable Vendor Staff to receive an improper benefit or unfair competitive advantage; 3.2.1.7. ensure that the Services comply with the Best Claims Practices & Estimating Guidelines as applicable to each Service Category and any other policies or processes set forth by Citizens, including but not limited to: a. monitoring applicable file production on a weekly basis to determine compliance with Citizens’ production requirements; and, b. providing detailed reports to Citizens related to Vendor performance upon request.
Continuation of the Business of the Partnership After Dissolution Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then, to the maximum extent permitted by law, within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the Partnership shall continue without dissolution unless earlier dissolved in accordance with this Article XII; (ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be treated in the manner provided in Section 11.3; and (iii) the successor General Partner shall be admitted to the Partnership as General Partner, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this Agreement; provided, however, that the right of the holders of a Unit Majority to approve a successor General Partner and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of any Limited Partner under the Delaware Act and (y) neither the Partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue (to the extent not already so treated or taxed).
Operation of the Business Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from the date of this Agreement to the Effective Time, Sentech and its Subsidiaries will conduct their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and Ensec: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) recapitalize, split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its or its Subsidiaries' securities or modify any of the terms of any such securities; (d) (i) create, incur, assume or permit to exist any long-term debt or any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries in the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule or in the ordinary course of business; or (c) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of its directors, officers or other employees; (f) enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business; (g) other than in the ordinary course of business, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) plan of liquidation or dissolution, (ii) acquisition of a material amount of assets or securities, (iii) disposition or Encumbrance of a material amount of assets or securities, (iv) merger or consolidation or (v) material change in its capitalization; (h) change any material accounting or Tax procedure or practice; (i) take any action the taking of which, or knowingly omit to take any action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or omission as though made at and as of the date of such action or omission; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoing.
Office Visits (other than Preventive Care Services) This plan covers office and clinic visits to diagnose or treat a sickness or injury. Office visit copayments differ depending on the type of provider you see. This plan covers physician visits in your home if you have an injury or illness that: • confines you to your home; or • requires special transportation; and • because of this injury or illness, you are physically unable to travel to the provider’s
Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.
STAFF ORIENTATION 4101 The Employer shall provide an appropriate orientation program for nurses newly employed. The orientation program shall include such essential information as policies, nursing procedures, the location of supplies and equipment, fire, safety and disaster plans. Where necessary, orientation shall be provided for nurses moving to a new area of practice. 4102 The Employer shall provide a program of inservice education for nurses pertinent to patient care. 4103 The Employer shall provide, access to reference materials as is required in relation to maintaining current knowledge of general nursing care. Licensed Practical Nurse 2015 Hourly 25.198 26.022 26.836 27.825 28.732 29.745 30.804 31.420 Monthly 4,231.164 4,369.528 4,506.212 4,672.281 4,824.582 4,994.681 5,172.505 5,275.942 Annual 50,773.970 52,434.330 54,074.540 56,067.375 57,894.980 59,936.175 62,070.060 63,311.300 Nurse II 2015 Hourly 32.917 34.066 35.218 36.419 37.593 38.811 39.587 Monthly 5,527.313 5,720.249 5,913.689 6,115.357 6,312.491 6,517.014 6,647.317 Annual 66,327.755 68,642.990 70,964.270 73,384.285 75,749.895 78,204.165 79,767.805 Nurse II (20 Year Scale) 2015 Hourly 33.575 34.747 35.923 37.148 38.345 39.587 Monthly 5,637.802 5,834.600 6,032.070 6,237.768 6,438.765 6,647.317 Annual 67,653.625 70,015.205 72,384.845 74,853.220 77,265.175 79,767.805 Nurse III 2015 Hourly 34.168 35.321 36.523 37.697 38.787 39.975 41.201 42.025 Monthly 5,737.377 5,930.985 6,132.820 6,329.955 6,512.984 6,712.469 6,918.335 7,056.698 Annual 68,848.520 71,171.815 73,593.845 75,959.455 78,155.805 80,549.625 83,020.015 84,680.375 Nurse III (20 Year Scale) 2015 Hourly 34.851 36.027 37.254 38.451 39.563 40.775 42.025 Monthly 5,852.064 6,049.534 6,255.568 6,456.564 6,643.287 6,846.802 7,056.698 Annual 70,224.765 72,594.405 75,066.810 77,478.765 79,719.445 82,161.625 84,680.375 Nurse IV 2015 Hourly 35.340 36.649 37.959 39.387 41.024 42.612 44.273 45.158 Monthly 5,934.175 6,153.978 6,373.949 6,613.734 6,888.613 7,155.265 7,434.175 7,582.781 Annual 71,210.100 73,847.735 76,487.385 79,364.805 82,663.360 85,863.180 89,210.095 90,993.370 Nurse IV (20 Year Scale) 2015 Hourly 36.047 37.382 38.718 40.175 41.844 43.464 45.158 Monthly 6,052.892 6,277.061 6,501.398 6,746.052 7,026.305 7,298.330 7,582.781 Annual 72,634.705 75,324.730 78,016.770 80,952.625 84,315.660 87,579.960 90,993.370 Nurse V 2015 Hourly 37.305 38.733 40.369 41.957 43.690 45.388 47.157 48.100 Monthly 6,264.131 6,503.916 6,778.628 7,045.280 7,336.279 7,621.402 7,918.446 8,076.792 Annual 75,169.575 78,046.995 81,343.535 84,543.355 88,035.350 91,456.820 95,021.355 96,921.500 Nurse V (20 Year Scale) 2015 Hourly 38.051 39.508 41.177 42.797 44.564 46.296 48.100 Monthly 6,389.397 6,634.052 6,914.305 7,186.330 7,483.038 7,773.870 8,076.792 Annual 76,672.765 79,608.620 82,971.655 86,235.955 89,796.460 93,286.440 96,921.500 Nurse Practitioner 2015 Hourly 42.515 45.635 47.511 49.385 51.408 52.437 Monthly 7,138.977 7,662.877 7,977.889 8,292.565 8,632.260 8,805.046 Annual 85,667.725 91,954.525 95,734.665 99,510.775 103,587.120 105,660.555 Nurse Practitioner (20 Year Scale) 2015 Hourly 43.365 46.548 48.461 50.373 52.437 Monthly 7,281.706 7,816.185 8,137.410 8,458.466 8,805.046 Annual 87,380.475 93,794.220 97,648.915 101,501.595 105,660.555 Weekend Worker - Licensed Practical Nurse 2015 Hourly 28.977 29.925 30.861 31.999 33.042 34.206 35.425 36.133 Monthly 4,865.721 5,024.906 5,182.076 5,373.165 5,548.303 5,743.758 5,948.448 6,067.333 Annual 58,388.655 60,298.875 62,184.915 64,477.985 66,579.630 68,925.090 71,381.375 72,807.995 Weekend Worker - Nurse II 2015 Hourly 37.855 39.176 40.501 41.882 43.232 44.633 45.526 Monthly 6,356.485 6,578.303 6,800.793 7,032.686 7,259.373 7,494.625 7,644.574 Annual 76,277.825 78,939.640 81,609.515 84,392.230 87,112.480 89,935.495 91,734.890 Weekend Worker - Nurse II (20 Year Scale) 2015 Hourly 38.612 39.959 41.311 42.720 44.097 45.526 Monthly 6,483.598 6,709.782 6,936.805 7,173.400 7,404.621 7,644.574 Annual 77,803.180 80,517.385 83,241.665 86,080.800 88,855.455 91,734.890 Weekend Worker - Nurse III 2015 Hourly 39.293 40.619 42.002 43.352 44.605 45.971 47.381 48.329 Monthly 6,597.950 6,820.607 7,052.836 7,279.523 7,489.923 7,719.297 7,956.060 8,115.245 Annual 79,175.395 81,847.285 84,634.030 87,354.280 89,879.075 92,631.565 95,472.715 97,382.935 Weekend Worker - Nurse III (20 Year Scale) 2015 Hourly 40.079 41.431 42.842 44.219 45.497 46.891 48.329 Monthly 6,729.932 6,956.955 7,193.886 7,425.107 7,639.705 7,873.780 8,115.245 Annual 80,759.185 83,483.465 86,326.630 89,101.285 91,676.455 94,485.365 97,382.935 Weekend Worker - Nurse IV 2015 Hourly 40.641 42.146 43.653 45.295 47.177 49.003 50.914 51.932 Monthly 6,824.301 7,077.016 7,330.066 7,605.785 7,921.805 8,228.420 8,549.309 8,720.248 Annual 81,891.615 84,924.190 87,960.795 91,269.425 95,061.655 98,741.045 102,591.710 104,642.980 Weekend Worker - Nurse IV (20 Year Scale) 2015 Hourly 41.454 42.989 44.526 46.201 48.121 49.983 51.932 Monthly 6,960.818 7,218.570 7,476.658 7,757.918 8,080.318 8,392.979 8,720.248 Annual 83,529.810 86,622.835 89,719.890 93,095.015 96,963.815 100,715.745 104,642.980 Weekend Worker - Nurse V 2015 Hourly 42.900 44.543 46.425 48.251 50.244 52.196 54.230 55.315 Monthly 7,203.625 7,479.512 7,795.531 8,102.147 8,436.805 8,764.578 9,106.121 9,288.310 Annual 86,443.500 89,754.145 93,546.375 97,225.765 101,241.660 105,174.940 109,273.450 111,459.725 Weekend Worker - Nurse V (20 Year Scale) 2015 Hourly 43.758 45.434 47.353 49.216 51.249 53.240 55.315 Monthly 7,347.698 7,629.126 7,951.358 8,264.187 8,605.561 8,939.883 9,288.310 Annual 88,172.370 91,549.510 95,416.295 99,170.240 103,266.735 107,278.600 111,459.725 1 Eligibility for the 20 Year increment is determined in accordance w ith Article 2105.