Company Expenses Subject to the limitations described below, the Company agrees to pay all costs and expenses incident to the Offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (b) the preparation, issuance and delivery of certificates, if any, for the Offered Shares, including any stock or other transfer taxes or duties payable upon the sale of the Offered Shares; (c) all fees and expenses of the Company’s legal counsel, independent public or certified public accountants and other advisors; (d) the qualification of the Offered Shares for offering and sale under state laws in the states, including the Qualified Jurisdictions, that the Company shall designate as appropriate and the determination of their eligibility for sale under state law as aforesaid and the printing and furnishing of copies of blue sky surveys; (e) filing for review by FINRA of all necessary documents and information relating to the Offering and the Offered Shares (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for the Offered Shares and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, and the personnel of any sub-advisor designated by the Advisor and acting on behalf of the Company, in making road show presentations and presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the offering of the Offered Shares; and (h) the performance of the Company’s other obligations hereunder. Notwithstanding the foregoing, the Company shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 3.1 if the payment or reimbursement of such expenses would cause the aggregate of the Company’s “organization and offering expenses” as defined by FINRA Rule 2310 (including the Company expenses paid or reimbursed pursuant to this Section 3.1, all items of underwriting compensation including Dealer Manager expenses described in Section 3.2 and due diligence expenses described in Section 3.3) to exceed 15.0% of the gross proceeds from the sale of the Primary Shares.
Medical/Dental Expense Account The Employer agrees to allow insurance eligible employees to participate in a medical and dental expense reimbursement program to cover co- payments, deductibles and other medical and dental expenses or expenses for services not covered by health or dental insurance on a pre-tax basis as permitted by law or regulation, up to the maximum amount of salary reduction contributions allowed per calendar year under Section 125 of the Internal Revenue Code or other applicable federal law.
Business Expenses and Perquisites Upon delivery of adequate documentation of expenses incurred in accordance with the policies and practices of the Company, Executive shall be entitled to reimbursement by the Company for reasonable travel, entertainment and other business expenses incurred by Executive in the performance of Executive’s duties hereunder in accordance with such policies as the Company may from time to time have in effect.
ERISA Compliance; Excess Parachute Payments The Parent does not, and since its inception never has, maintained, or contributed to any “employee pension benefit plans” (as defined in Section 3(2) of ERISA), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) or any other Parent Benefit Plan for the benefit of any current or former employees, consultants, officers or directors of Parent.
Relocation Expenses The Company shall promptly reimburse the Executive for all relocation expenses as described below. The Company will only pay for reasonable broker fees in connection with the sale of the Executive’s existing residence, reasonable out-of-pocket fees and expenses but not taxes payable in connection with such sale (other than transfer taxes), the packing and moving of all household goods and shipment of three automobiles based upon a competitive bid obtained through the Company’s human resources department, and fees and expenses, but not broker fees or mortgage financing fees in excess of two points, in connection with the purchase of a residence. The Executive shall be entitled to the preceding relocation expenses as long as they are incurred within eighteen (18) months of such determination to relocate (the “Commencement Date”). Between the Commencement Date and the earlier of (1) the date the Executive’s family relocates or (2) six months after the Commencement Date (the “Transition Period”), the Executive may make no more than fifteen round trips by air at the Company’s expense to commute to his last residence or such other place as Executive shall determine. The Executive will also be reimbursed for reasonable expenses associated with commuting during the Transition Period, including two trips to any such new location for his spouse for purposes of relocation-related planning, and for temporary housing and rental car expenses at any such new location. In respect of the two trips to the new location for the Executive’s spouse, the Company will reimburse the Executive for first-class travel arrangements for the Executive’s spouse only. The Executive will be entitled to receive an additional payment to cover any federal, state, and local income taxes that he incurs in connection with any reimbursement for relocation expenses that are not tax deductible. The Executive will be entitled to reimbursement for miscellaneous household expenses incurred in connection with the relocation in order to put the Executive’s new residence into move-in condition in an amount not to exceed twenty thousand dollars ($20,000.00).
Integration With Other Disability Income In the event a totally disabled employee is entitled to any other income as a result of the same accident, sickness, mental or nervous disorder that caused him/her to be eligible to receive benefits from this plan, the benefits from this plan will be reduced by one hundred percent (100%) of such other disability income. Other disability income shall include, but not necessarily be limited to: (a) Any amount payable under any Workers Compensation Act or Law or any other legislation of similar purpose; and (b) Any amount the disabled employee receives from any group insurance, wage continuation or pension plan of the Employer that provides disability or retirement income; and (c) Any amount of disability income provided by any compulsory Act or law; and (d) Any periodic primary benefit payment from the Canada or Quebec Pension Plans or other similar social security plan of any country to which the disabled employee is entitled or to which he would be entitled if their application for such a benefit were approved; and (e) Any amount of disability income provided by any group or association disability plan to which the disabled employee might belong or subscribe. The amount by which the disability benefit from this plan is reduced by other disability income will normally be the amount to which the disabled employee is entitled upon becoming first eligible for such other disability income. Future increase in such other disability income resulting from increases in the Canadian Consumer Price Index or similar indexing arrangements will not further reduce the benefits from this plan. Notwithstanding the above, in the case of ICBC weekly indemnity payments or in the case of personal insurance coverage, integration will apply to the extent that the combination of Plan benefits and ICBC weekly indemnity payments or personal insurance disability income benefits exceed either: (1) one hundred percent (100%) of basic pay; or (2) the applicable benefit percentage of the individual average total monthly income in the twelve (12) month period immediately preceding commencement of the disability, whichever is the greater. Where this provision is to apply, the employee will be required to provide satisfactory evidence of their total monthly income. This section does not apply to a war disability pension paid under any Act of the governments of Canada or other commonwealth countries.
REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: • Participating Entity Name (e.g., City of Staples Highway Department); • Participating Entity Physical Street Address; • Participating Entity City; • Participating Entity State/Province; • Participating Entity Zip/Postal Code; • Participating Entity Contact Name; • Participating Entity Contact Email Address; • Participating Entity Contact Telephone Number; • Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Supplier. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.
ALPS Compensation; Expenses (a) ALPS will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein. ALPS will not bear any of the costs of Fund personnel. Other Fund expenses incurred shall be borne by the Fund or the Fund’s investment adviser, including, but not limited to, initial organization and offering expenses; the blue sky registration and qualification of Shares for sale in the various states in which the officers of the Fund shall determine it advisable to qualify such Shares for sale (including registering the Fund as a broker or dealer or any officer of the Fund as agent or salesman in any state); litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Fund shares; administration, transfer agency, and custodial expenses; interest; Fund directors’ or trustees’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Fund and investment advisory related legal expenses; costs of maintenance of Fund existence; printing and delivery of materials in connection with meetings of the Fund’s directors or trustees; printing and mailing of shareholder reports, prospectuses, statements of additional information, other offering documents and supplements, proxy materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).
Medical Expenses 1. Employees exposed to hazardous physical, biological, or chemical agents shall be provided, at no cost to the employee, with medical examinations or evaluations required by VOSHA regulations. If there are no specific VOSHA regulations or standards for the agent in question, recommendations of the National Institute of Occupational Safety and Health or other generally recognized expert organization shall be used, as determined by the Commissioner of Health. 2. Employees determined by the Health Department to be at substantial risk for exposure to contagious diseases shall be provided appropriate vaccines. Groups at risk will be defined by the Vermont Department of Health. If no guidelines have been published by the Department of Health, the guidelines published by the Center for Disease Control in Atlanta, Georgia will apply. Vaccines and/or appropriate medical examinations will be provided at no cost to the employee according to applicable guidelines. 3. Any Department wishing to implement a Medical Monitoring Program on or after July 1, 1990, shall do so by conferring with the Health Department, and the Department of Human Resources. Prior to implementation, the Department of Human Resources shall notify VSEA. The parties shall meet within ten (10) days (unless mutually extended) after a request for negotiations by either party and thereafter on a regular basis for a period not exceeding forty-five (45) calendar days, after which the State may implement the program, whether or not the parties have bargained to genuine impasse. The VSEA shall retain all statutory impasse procedure rights as may be lawfully available to VSEA during the life of this Agreement, provided, however, the State at any time may withdraw its proposed medical monitoring program or terminate without further bargaining a medical monitoring program previously implemented, in which case, such retained statutory impasse procedure rights are extinguished.
Deductions from Sick Leave A deduction shall be made from accumulated sick leave of all normal working days (exclusive of holidays) absent for sick leave.
