R&W Policy (a) Purchaser has conditionally bound a representations and warranties insurance policy (the “R&W Policy”) pursuant to the binder agreement which was provided to Seller for review in advance of the Execution Date and which is attached hereto as Exhibit H (the “R&W Conditional Binder”). From and after the Execution Date, each Party shall use its commercially reasonable efforts to satisfy the conditions set forth in the R&W Conditional Binder as of the Closing Date. The R&W Policy shall contain: (i) a waiver of subrogation, contribution, or otherwise by the insurer in favor of the Seller Indemnified Parties, except against Seller or any “Seller” under the Other PSAs or with respect to such Seller’s or “Seller’s” (as applicable) actual and intentional fraud in the making of the representations and warranties set forth in Article 3 of this Agreement (or the corresponding article setting forth any “Seller’s” representations and warranties in any Other PSA, as applicable), it being understood that the fraud of one Seller or “Seller” (as applicable) shall not be imputed to any other Seller or “Seller” (as applicable); and (ii) a statement that each Seller Indemnified Party is an intended third party beneficiary of the foregoing subrogation limitation.
(b) Seller and Purchaser shall each pay fifty percent (50%) of all costs of obtaining the R&W Policy, specifically the premium, surplus lines Taxes and fees, and any related broker compensation and underwriting fees; provided that Seller’s share of such costs shall be paid by Seller via the adjustment of the Cash Purchase Price pursuant to Section 2.3(n).
(c) Purchaser agrees that after the Closing it will not agree to any amendment of the R&W Policy that would be expected to cause actual and material prejudice to Seller without Seller’s prior written consent.
(d) Notwithstanding anything to the contrary in this Agreement, none of the Seller Indemnified Parties shall be entitled to any proceeds from the R&W Policy. Notwithstanding anything in this Section 5.18 or otherwise to the contrary, nothing herein shall be interpreted to limit Purchaser’s rights to make or pursue claims, or secure recovery under the R&W Policy, as Purchaser believes, in its sole discretion, to be in Purchaser’s interests.
Safety Policy The City agrees to maintain in safe working condition all facilities and equipment furnished by the City to carry out the duties of each bargaining unit position, but reserves the right to determine what those facilities and equipment shall be. The Association agrees to work cooperatively in maintaining safety in the Xenia/Xxxxxx Central Communications Center.
Alcohol Policy Where contractually bound, the employer will apply the Drug and Alcohol Management Program (DAMP) as contained at Appendix M.
SPAM POLICY You are strictly prohibited from using the Website or any of the Company's Services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.
EMPLOYMENT POLICY 5.01 The Union and the Employer will cooperate in maintaining a desirable and competent labour force. The Employer will notify the Union of manpower requirements giving as much prior notice as possible. The Union will provide a list of manpower available. The Employer at its discretion may hire employees so listed or from other sources.
5.02 The Employer has the right to hire new employees as needed, provided that no new employee(s) will be hired while there are qualified, available employees who are laid off due to lack of work. An employee hired for a specific project outside the free travel zone shall be deemed as a local hire and will not be entitled to paid travel time or related expenses while working on that project.
5.03 To assist in the efficient placement of appropriately skilled members it is agreed that the Employer will inform the Union Office of members who are laid off and when employees are hired whether from the Union list or from another source. Laid off members are also required to notify the Union of their status.
5.04 New employees shall serve a probationary period of ninety (90) calendar days (3 months). During the probationary period, the Employer may terminate a probationary employee at its sole discretion provided it is not motivated by bad faith. Probationary employees are covered by the Agreement, excepting those provisions which specifically exclude such employees. During probation, all terms and conditions of the Collective Agreement apply amended as follows:
a. A probationary employee who is a licensed journeyman may be paid one dollar and fifty cents ($1.50) less than the journeyman rate during the probation unless the parties agree otherwise or where the employee is hired through the Union’s Employment Assistance Service.
b. Probationary apprentices shall be paid a percentage of the journeyman probationary rate during probation unless the parties agree otherwise or where the employee is hired through the Union’s Employment Assistance Service.
5.05 The Employer may contract out electrical work provided it does not result in the layoff of electricians in the bargaining unit.
Harassment Policy It is the policy of CUPE as an Employer to ensure that the working environment is conducive to the performance of work and is such that employees are not hindered from carrying out their responsibilities. The Employer considers harassment in the work force to be a totally unacceptable form of intimidation and will not tolerate its occurrence. The Employer will ensure that victims of harassment are able to register complaints without reprisal. Harassment is a form of discrimination and includes personal harassment. Harassment shall be defined as any improper behaviour by a person which is offensive to any employee and which that person knows or ought reasonably to have known would be inappropriate or unwelcome. It comprises objectionable conduct, comment or display made on either a one-time or continuous basis that demeans, belittles or causes personal humiliation or embarrassment to an employee. The parties to this Agreement will work together to ensure that all employees, and CUPE members understand their personal responsibility to promote a harassment-free working environment. Appendix “U”, herein below shall be followed respecting matters referred to directly herein.
Travel Policy Section 1. Travel allowances and reimbursements, including meal, lodging and transportation expenses, shall be as provided in the Department of Administrative Services, Oregon Accounting Manual Travel Policy (OAM #40.10.00.PO). However, Section .105 of the policy shall read as follows: Personal telephone calls to immediate family members or significant others to confirm the traveler’s well being while on travel status are allowed. Employees shall be reimbursed for one (1) phone call home on the first day of travel and every other day for a five (5) to ten (10) minute call. When authorized by the Agency, employees will be provided access to State phone cards or State phone card numbers. When State phone cards are not available or the employee does not charge the call to his/her hotel room, employees shall provide receipts. Personal telephone bills reflecting the eligible calls made during travel status can serve as a receipt. The Employer shall give the Union at least thirty (30) days advance notice of any proposed changes to this policy. Such changes which involve a mandatory subject of bargaining shall be subject to negotiation if requested by the Union.
Payment Policy All Meal Plan charges are billed to the student’s OPUS account each semester. Meal plan costs for the Fall Semester are submitted to the Student Financial Services during August; Spring Semester meal plan costs are submitted during December. The Meal Plan contract remains in effect for the entire academic year and cancellation is not permitted. Departure from Emory: Unspent Xxxxxx Dollars will be credited back to the student’s OPUS account for all meal plans. Adjustments for the meals portion of meal plans is based on the duration or total weeks enrolled on the meal plan, not the actual meal plan usage. The credit for the meals portion of all meal plans will be calculated by first subtracting the value of the Xxxxxx Dollars originally included in the meal plan from the original cost of the meal plan to determine the value of the meals portion of the meal plan. Next, the value of the meals portion of the meal plan will be credited back to the student’s account based on the Adjustment Schedule. No credit will be issued after the tenth week of each semester. No credit will be issued to students suspended or dismissed for disciplinary reasons. If a student’s academic status changes, the student is responsible for notifying Campus Dining in Xxx Xxxx at 000-000-0000 or email xxxxxx@xxxxx.xxx. This policy shall be subject to amendment by the University during the term of this agreement without notice.
Proxy Policy The Advisor acknowledges that Vanguard, at the direction of the Fund, will vote the shares of all securities that are held by the Fund.
Recoupment Policy Executive agrees that Executive will be subject to any compensation clawback or recoupment policies that may be applicable to Executive as an employee of the Company, as in effect from time to time and as approved by the Board or a duly authorized committee thereof, to comply with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act.
