Recognition and Representation 1. The Union is the exclusive representative of all bargaining unit employees and has a right to be represented in negotiations, formal discussions, and meetings between employees and the Agency that concern conditions of employment, grievances, personnel policies and practices, or any other matter affecting general working conditions. The right to meet and confer will apply to all levels of management within the PEC ILE and within the Union, starting with the Union Xxxxxxx and the first level supervisor. It is the intent of the Parties to meet and confer at the lowest level for problem resolution. If the Parties at the initial point of contact feel resolution of a matter is outside their jurisdiction, the matter will be referred to a higher level. This includes Agency sponsored Committees/Meetings dealing with the subject at hand.
2. The Union’s right to be represented does not extend to informal discussions between an employee and the Agency.
3. The Union should be allowed to participate and provide input, in a Pre-Decisional capacity, in meetings between the Agency and other entities/organizations, public or private, when the subject of said meetings concern the conditions of employment or working conditions of bargaining unit employees.
4. The Agency shall recognize all Officers and Representatives designated by the Union, to include National Representatives. Upon request, the Union will provide the Agency, in writing, a list of all current Officers and Representatives, to include Stewards.
5. The Union’s primary point of contact for all matters is the designated PEC Employee Representative, or any other representative appointed by the Union. The PEC Employee Representative or designee will be given reasonable notice of and will be provided reasonable time to be present at formal discussions concerning any grievance, personnel policy or practice, or other general condition of employment.
6. The Agency shall not interfere in internal Union business. Internal Union business shall be conducted during non-duty hours, or while an employee is in a non-duty status.
7. The Agency agrees that there will be no restraint, interference, coercion or discrimination against Union representatives as a result of performing their authorized duties under the Statute, and that no employee will be reassigned as a result of participating in protected activity.
8. The Union, in consonance with its right to represent, may propose new policy, changes in policy, or resolutions to issues, involving conditions of employment or working conditions.
Termination of Representations and Warranties The representations and warranties of the parties set forth in this Agreement shall terminate at the Effective Time.
Client Representations CLIENT represents to VCS that:
a. The execution, delivery and performance of this Agreement by CLIENT and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action; this Agreement constitutes the legal, valid and binding obligation of CLIENT, enforceable in accordance with its terms (except to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general principles of equity); and this Agreement and CLIENT’s performance hereunder does not violate or constitute a breach under any organizational document of CLIENT or any contract, other form of agreement, or judgment or order to which CLIENT is a party or by which it is bound.
b. CLIENT shall adhere to and comply with all applicable Laws in carrying out its obligations under this Agreement.
c. CLIENT will maintain insurance with financially sound carriers or through one or more financially sound self-insurance arrangements in the amounts and types (and with the deductibles or retentions) as set forth in Schedule C to this Agreement, as the same may be amended from time to time.
d. During the Term of this Agreement and for a period of *** (***) months thereafter (except if this Agreement is terminated by CLIENT under Section 11.1(a) or Section 11.1(b), in which case this provision shall not survive termination), CLIENT shall not (i) solicit or hire any VCS Field Force member or pay or offer to pay any VCS Field Force member any compensation or benefits (it being understood that the payments by CLIENT to VCS contemplated by this Agreement will not violate this provision), except, in each case, in connection with a Conversion; (ii) provide any contact information (including name, address, phone number or e-mail address) concerning members of the VCS Field Force to any third party providing (or proposing to provide) contract sales services and promotional services to CLIENT; or (iii) assist actively in any other way such a third party in employing or retaining members of the VCS Field Force. For the purposes of this Agreement, the term “solicit” shall not include general advertising by CLIENT for personnel not specifically directed to a VCS Field Force member.
e. CLIENT has the lawful authority necessary to market and sell the Products in all geographic regions where the Products are to be promoted under this Agreement.
f. CLIENT is solely responsible for reviewing and approving any of its product promotional materials and literature and any other materials or information provided by it to VCS and for ensuring all such materials or information comply with Laws.
MARKETING AND REPRESENTATIONS 8.1 The Fund or its underwriter shall periodically furnish Insurance Company with the following documents, in quantities as Insurance Company may reasonably request:
a. Current Prospectus and any supplements thereto;
b. other marketing materials. Expenses for the production of such documents shall be borne by Insurance Company in accordance with Section 5.2 of this Agreement.
8.2 Insurance Company shall designate certain persons or entities which shall have the requisite licenses to solicit applications for the sale of Contracts. No representation is made as to the number or amount of Contracts that are to be sold by Insurance Company. Insurance Company shall make reasonable efforts to market the Contracts and shall comply with all applicable federal and state laws in connection therewith.
8.3 Insurance Company shall furnish, or shall cause to be furnished, to the Fund, each piece of sales literature or other promotional material in which the Fund, its investment adviser or the administrator is named, at least fifteen Business Days prior to its use. No such material shall be used unless the Fund approves such material. Such approval (if given) must be in writing and shall be presumed not given if not received within ten Business Days after receipt of such material. The Fund shall use all reasonable efforts to respond within ten days of receipt.
8.4 Insurance Company shall not give any information or make any representations or statements on behalf of the Fund or concerning the Fund or any Series in connection with the sale of the Contracts other than the information or representations contained in the registration statement or Prospectus, as may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund.
8.5 Fund shall furnish, or shall cause to be furnished, to Insurance Company, each piece of the Fund's sales literature or other promotional material in which Insurance Company or the Separate Account is named, at least fifteen Business Days prior to its use. No such material shall be used unless Insurance Company approves such material. Such approval (if given) must be in writing and shall be presumed not given if not received within ten Business Days after receipt of such material. Insurance Company shall use all reasonable efforts to respond within ten days of receipt.
8.6 Fund shall not, in connection with the sale of Series shares, give any information or make any representations on behalf of Insurance Company or concerning Insurance Company, the Separate Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as may be amended or supplemented from time to time, or in published reports for the Separate Account which are in the public domain or approved by Insurance Company for distribution to Contractholders or Participants, or in sales literature or other promotional material approved by Insurance Company.
8.7 For purposes of this Agreement, the phrase "sales literature or other promotional material" or words of similar import include, without limitation, advertisements (such as material published, or designed for use, in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures or other public media), sales literature (such as any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, or reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports and proxy materials, and any other material constituting sales literature or advertising under National Association of Securities Dealers, Inc. rules, the Act or the 1933 Act.
Client Representations and Warranties 10.1 You, the Client, represent and warrant that as at the date of these Account Terms and at all times during these Account Terms: if you are a legal entity other than a natural person, the Client is duly organised and validly existing (or, if a natural person, you are of legal age to make binding agreements and are not under a legal disability or incapacity which would make these Account Terms unenforceable or invalid) and you have full power and authority to enter into, and has taken all necessary steps to enable it lawfully to enter into, these Account Terms and the Transactions and obligations under it; the person executing (for the Client) the application for an agreement on these Account Terms has full power and authority to execute these Account Terms on behalf of the Client, and bind the entity (whether a natural person, company, partnership or otherwise); these Account Terms constitutes a legal, valid and binding obligation of the Client; if the Client is more than one person they will each be jointly (that is, together) and severally (that is, individually fully) liable under these Account Terms; if the Client is a corporation, you have been and remain duly formed under the laws of the place of its incorporation and has power and authority to deal in the Admiral Products offered by Admiral, and the person executing the Application Form on these Account Terms has full power and authority to execute (for the Client) the application for an agreement on these Account Terms; if the Client is one or more persons acting as a partnership in relation to these Account Terms, the Client and each other partner has power and authority to deal in Transactions and to be bound by these Account Terms, and the person executing the Application Form on these Account Terms has full power and authority to execute these Account Terms on behalf of all of the partners; if the Client is a Trustee, the trust deed specifically empowers and authorises dealings in the Admiral Products covered by these Account Terms, and such dealings are within the authorised ambit of the Trust’s investment strategy; if the Client is comprised of two or more persons (that is, holding a joint Account), that all such decisions made, and instructions issued, pursuant to these Account Terms, are made on a fully informed and agreed basis by all the parties to the joint Account; a Client may be comprised of two or more persons. If the client is comprised of more than one person then the Account will be deemed to be held by the persons as joint tenants despite any actual or constructive notice to Admiral of any partnership or other agreement between the persons. The joint holding will be only be deemed not to be held as joint tenants if Admiral expressly agrees that in writing that the persons consisting the client hold the Account as tenants in common in equal shares or by a court determination of that it is not held as joint tenants; if the Client is an investment manager or a responsible entity, the investment management agreement or fund constitution specifically empowers and authorises dealings in the Admiral Products, by the Client and on behalf of their underlying clients or investors; and such dealings are within the authorised ambit of each underlying client’s investment strategy; it will enter into Transactions pursuant to the applicable investment management agreement as investment manager or responsible entity and not otherwise; (iii) it will only deal in Admiral Products when the funds or other assets under its control are sufficient to meet the obligations which arise in connection with such dealing; and if your appointment as investment manager or responsible entity is terminated, it is authorised to arrange for Closing Out of all Transactions entered into on behalf of the Client prior to the date of such termination as soon as possible; is not an employee or the close relative of an employee of any exchange participant; you have read these Account Terms and any product disclosure statement issued by Admiral in relation to the Admiral Products and Transactions relevant to the Account (including the disclosures of significant risks); you have considered your objectives and financial situation and you have had a reasonable opportunity to obtain appropriate independent advice prior to entering into these Account Terms, and has formed the opinion that dealing in the Admiral Products is suitable for your needs and purposes; the Client is willing and able, financially and otherwise, to assume the risk of trading in high risk investments, Transactions using Margin and all other Transactions covered by these Account Terms; all information supplied to Admiral by the Client is, or at the time it is supplied will be, accurate in all material respects and the Client will not omit or withhold any information which would make such information inaccurate in any material respect; you will rely upon your own knowledge and judgment and will seek such advice (financial or otherwise) as may be prudent before placing an Order with Admiral and you assume full responsibility for any Order placed with Admiral; you fully understand the relevant provisions of: the prohibition of false or misleading markets and other market manipulation as described in Applicable Laws and section 1041A of the Corporations Act; the prohibition of xxxxxxx xxxxxxx as described in section 1043A of the Corporations Act; the prohibition of false trading and market rigging as described in sections 1041B and 1041C of the Corporations Act; the prohibition of misleading and deceptive conduct described in section 1041H of the Corporations Act; and Applicable Laws and, to the extent your investing in Admiral Products have Underlying Reference Instruments which are governed by the Corporations Act, the conditions upon which short selling is permitted on the ASX and the disclosure obligations are imposed on short sellers. You will notify Admiral if you are funding your account using superannuation as that may impact your classification as a retail or wholesale client. You acknowledge to us that you have received or downloaded, and read and understood the TMD document and you agree that you are within the class of consumers described in our TMD.
Drafting and Representation The parties have participated jointly in the negotiation and drafting of this Agreement. No provision of this Agreement will be interpreted for or against any party because that party or his or its legal representative drafted the provision.
Scope of Representation The scope of representation shall be limited to matters relating to wages, hours of employment and other terms and conditions of employment as defined in Government Code Section 3543.
Confirmation of Representations and Warranties Each Borrower hereby (a) confirms that all of the representations and warranties set forth in Article IV of the Loan Agreement are true and correct with respect to such entity (except to the extent such representation or warranty relates to a particular date, in which case, such confirmation relates to such date), and (b) specifically represents and warrants to Lender that it has good and marketable title to all of its Collateral, free and clear of any lien or security interest in favor of any other person or entity.
Employee’s Representations and Warranties Employee represents, warrants, covenants, understands and agrees that: (i) Employee is free to enter into this Agreement; (ii) Employee is not obligated or a party to any engagement, commitment or agreement with any person or entity that will, does or could conflict with or interfere with Employee's full and faithful performance of this Agreement, nor does Employee have any commitment, engagement or agreement of any kind requiring Employee to render services or preventing or restricting Employee from rendering services or respecting the disposition of any rights or assets that Employee has or may hereafter acquire or create in connection with the Services and the results thereof; (iii) other than as required by law, Employee shall not at any time divulge, directly or indirectly, any of the terms of this Agreement to any person or entity other than Employee's legal counsel; (iv) Employee shall not use any material or content of any kind in connection with Employer's products, software or website that is copyrighted or owned or licensed by a party other than Employer or that would or could infringe the rights of any other party; (v) Employee shall not use in the course of Employee's performance under this Agreement, and shall not disclose to Employer, any confidential information belonging, in part or in whole, to any third party; (vi) EMPLOYEE UNDERSTANDS ALL OF THE TERMS OF THIS "AT WILL" EMPLOYMENT AGREEMENT, AND HAS REVIEWED THIS AGREEMENT FULLY AND IN DETAIL PRIOR TO AGREEING TO EACH AND ALL OF THE PROVISIONS HEREOF; and (vii) no statement, representation, promise, or inducement has been made to Employee, in connection with the terms of this Agreement, the execution hereof or otherwise, except as is expressly set forth in this Agreement.
Joint Representations Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
(A) It is a corporation, partnership, trust, or other entity duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized.
(B) To the extent required by Applicable Law (defined below), it is duly registered with all appropriate regulatory agencies or self-regulatory organizations and such registration will remain in full force and effect for the duration of this Agreement.
(C) For the duties and responsibilities under this Agreement, it is currently and will continue to abide by all applicable federal and state laws, including, without limitation, federal and state securities laws; regulations, rules, and interpretations of the SEC and its authorized regulatory agencies and organizations, including FINRA; and all other self-regulatory organizations governing the transactions contemplated under this Agreement (collectively, “Applicable Law”).
(D) It has duly authorized the execution and delivery of this Agreement and the performance of the transactions, duties, and responsibilities contemplated by this Agreement.
(E) This Agreement constitutes a legal obligation of the party, subject to bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting the rights and remedies of creditors and secured parties.
(F) Whenever, in the course of performing its duties under this Agreement, it determines that a violation of Applicable Law has occurred, or that, to its knowledge, a possible violation of Applicable Law may have occurred, or with the passage of time could occur, it shall promptly notify the other party of such violation.
