Proofs The Ceding Company will promptly provide the Reinsurer with proper claim proofs, including a copy of the proof of payment by the Ceding Company, and a copy of the insured's death certificate. In addition, for contestable claims, the Ceding Company will send to the Reinsurer a copy of all papers in connection with the claim.
Uniforms and Protective Clothing 33.1 Where the employer requires an employee to wear a uniform, it shall be provided free of charge, but shall remain the property of the employer. 33.2 Suitable protective clothing shall be provided at the employer's expense where the duty involves a risk of excessive soiling or damage to uniforms or personal clothing or a risk of injury to the employee.
Claims and Proceedings 14 3.17 Taxes...................................................................15 3.18 Personnel...............................................................16
UNIFORMS AND EQUIPMENT Section 1. Sworn employees of the Sheriff’s Office who are assigned to positions requiring a uniform shall receive Agency-provided uniforms and accessories in accordance with Agency policy at no cost to the employee. Uniforms worn out through normal use shall be replaced by the Sheriff’s Office as determined and approved by the supply staff. Section 2. Employees shall be permitted to purchase additional approved uniform pieces, excluding badges, from the Purchasing and Materials Division, provided sufficient quantities are on hand to cover the normal, required provision of uniforms to employees as per Section 1 above. Employees must pay for these items at the time of purchase or order. Section 3. Employees assigned to uniformed positions shall be eligible to receive a uniform maintenance allowance in the amount of $150 per year provided the employee spent at least 182 days of the calendar year in a uniform assignment. This allowance will be paid to all eligible employees in the last paycheck of the calendar year each December during the term of this Agreement. Section 4. The Sheriff’s Office shall issue body armor to employees and replace same in accordance with General Order 5-1. Section 5. In the event an employee leaves the employ of the Sheriff’s Office, he shall return to the Sheriff’s Office all equipment, uniforms and accessories, including those personally purchased by the employee in accordance with Section 2 above. Section 6. Employees whose prescription eyeglasses, contact lenses, hearing aids or watches are lost, damaged, or destroyed in the line of duty, except in cases where employee negligence caused or contributed to same, will be reimbursed for repair or replacement subject to the criteria detailed below. The Sheriff’s Office shall not reimburse for any other personal property lost, damaged or destroyed in the line of duty. The maximum reimbursement for prescription eyeglasses or hearing aids is the actual cost to repair or replace the item or $150, whichever is less. The maximum reimbursement for contact lenses or watches is the actual cost to repair or replace the item or $50, whichever is less. Requests for reimbursement for the personal property shall be made in writing to the employee’s immediate supervisor during the work shift in which the article of personal property was lost, damaged or destroyed. Except in cases of loss or when an item is repairable, the item for which reimbursement is sought should be turned in along with the written request for reimbursement. To aid in establishing the amount to be reimbursed, the employee will be required to provide to the Sheriff’s Office the receipt for the repair or replacement prior to reimbursement which must be approved by the Sheriff or his designee.
SAFETY OF PERSONS AND PROPERTY 10.2.1 The Contractor shall take all reasonable precautions for the safety of, and shall provide all reasonable protection to prevent damage, injury or loss to: (a) all employees on the Work and all other persons who may be affected thereby; (b) all the Work and all materials and equipment to be incorporated therein, whether in storage on or off-the site, under the care; custody or control of the Contractor or any of his Subcontractors or Sub-subcontractors; and (c) other property at the site or adjacent thereto, including trees, shrubs; lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. 10.2.2 The Contractor shall give all notices and comply with all applicable laws, ordinances, rules, regulations and lawful orders of any public authority bearing on the safety of persons or property or their protection from damage, injury or loss. 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and progress of the Work, all reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent utilities. 10.2.4 When the use or storage of explosives or other hazardous materials or equipment is necessary for the execution of the Work, the Contractor shall: (1) exercise the utmost care and shall carry on such activities under the supervision of properly qualified personnel; and (2) give the State notice, in writing, seven (7) days in advance of the planned activity of the Contractor’s intent to store and/ or use explosives or other hazardous materials or equipment on the project site. 10.2.5 When the project involves the placement or replacement of roofing systems of all types on State- owned buildings, including flat, low-pitched and steep roofs, Contractor must comply with all requirements of the latest edition of VOSHA Safety and Health Standards for Construction (29 CFR 1926) including, but not limited to, Subpart M – Fall Protection. Prior to execution of a contract by BGS, contractors engaged in placement or replacement of roofing systems of all types must submit a signed certification statement attesting to their intention to comply with VOSHA Fall Protection Regulations. Such certification shall be submitted on a State-provided form along with proof of insurance. 10.2.6 The Contractor shall promptly remedy all damage or loss (consistent with Contractor’s obligations described in Attachment C) to any property referred to in Clauses 10.2.1(b) and 10.2.1(c) of these General Conditions caused in whole or in part by the Contractor, any 10.2.7 The Contractor shall designate a responsible member of his organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the State and the Architect. 10.2.8 The Contractor shall not load or permit any part of the Work to be loaded so as to endanger its safety.
Filings; Other Actions Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the parties hereto shall prepare and cause to be filed with the SEC the Information Statement; provided, however, that prior to the filing of the Information Statement, PDN shall consult with NAPW with respect to such filings and shall afford NAPW and its Representatives reasonable opportunity to comment thereon. The parties hereto shall use reasonable best efforts to cause the Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after the date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for inclusion in the Information Statement that may be required under applicable Law or that is reasonably requested by PDN. PDN shall notify NAPW of the receipt of comments from the SEC and of any request from the SEC for amendments or supplements to the Information Statement or for additional information, and will promptly supply to NAPW and its counsel copies of all correspondence between PDN or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Information Statement. Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Statement and any other required filings as promptly as practicable after receipt thereof. Each of NAPW, PDN and Merger Sub agree to correct any information provided by it for use in the Information Statement which shall have become false or misleading in any material respect. NAPW will promptly notify PDN if at any time prior to the Closing any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Information Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to PDN’s stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its stockholders under applicable Law.
Priority of Agreements and Precedence In the event of a conflict between and among the terms and conditions of this DPA, including all Exhibits attached hereto and incorporated herein and the Service Agreement, the terms and conditions of this DPA shall govern and prevail, shall survive the termination of the Service Agreement in the manner set forth herein, and shall supersede all prior communications, representations, or agreements, oral or written, by the Parties relating thereto.
Protection of Persons and Property The AGENCY shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of this Contract. a. The AGENCY shall take all reasonable precautions for the safety and protection of: i. All employees and all persons whom the AGENCY suffers to be on the premises and other persons who may be affected thereby; ii. All property, materials, and equipment on the premises under the care, custody or control of the AGENCY; and iii. Other property at or surrounding the premises. b. The AGENCY agrees that the COUNTY does not guarantee the security of any equipment or personal property brought by the AGENCY, its agents or employees onto the COUNTY property and that the COUNTY shall in no way be liable for damage, destruction, theft or loss of any equipment and appurtenances regardless of the reason for such damage, destruction, theft or loss. c. The AGENCY shall comply with, and shall ensure that its contractors comply with, all applicable safety laws or ordinances, rules, regulations, standards and lawful orders from authority bearing on the safety of persons or property for their protection from damage, injury or loss. This includes, but is not limited to, the following: i. Occupational Safety & Health Act (OSHA) ii. National Institute for Safety and Health (NIOSH) iii. National Fire Protection Association (NFPA) The AGENCY must also comply with the guidelines set forth in the Orange County Safety & Health Manual. The manual can be accessed online at the address below: d. In any emergency affecting the safety of persons or property, the AGENCY will act with reasonable care and discretion to prevent any threatened damage, injury, or loss.
Filing Proofs, Certificates and Other Information Any person presenting Shares for deposit or any Owner or Holder may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of any American Depositary Shares, the distribution of any dividend or other distribution or of the proceeds thereof or the delivery of any Deposited Securities until that proof or other information is filed or those certificates are executed or those representations and warranties are made. As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares, (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar in the name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property, that any person in whose name those Shares are or have been recorded may thereafter receive upon or in respect of those Shares, or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.
Filings; Other Action (a) The Company shall cooperate with APP to promptly prepare and file with the SEC the Registration Statements on Form S-1 and Form S-4 (or other appropriate Forms) to be filed by APP in connection with its Initial Public Offering and offering of the shares of APP Common Stock to the Target Interest Holders pursuant to the transactions contemplated by this Agreement and the Other Agreements (including the prospectus constituting parts thereof, the "Registration Statements"). APP shall obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company shall cooperate with APP in the preparation of the Registration Statements and shall furnish all information concerning the Company and NewCo as may be reasonably requested in connection with any such action in a timely manner. (b) The Company and APP and each separately represent and warrant that (i) in the case of the Company, none of the written information or documents supplied or to be supplied by it specifically for inclusion in the Registration Statements, by exhibit or otherwise and (ii) in the case of APP, will, at the time the Registration Statements and each amendment and supplement thereto, if any, becomes effective under the Securities Act, none of them contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall be entitled to review the Registration Statements and each of the amendments thereto, if any, prior to the time each becomes effective under the Securities Act. The Company shall have no responsibility for information contained in the Registration Statements except for information provided by the Company specifically for inclusion therein. The Company's review of the Registration Statements shall not diminish or otherwise affect the representations, covenants and warranties of APP contained in this Agreement. (c) The Company shall, upon request, furnish APP with all information concerning itself, its subsidiaries, directors, officers, partners, Stockholders and NewCo, and such other matters as may be reasonably requested by APP in connection with the preparation of the Registration Statements and each of the amendments or supplements thereto, or any other statement, filing, notice or application made by or on behalf of each such party or any of its subsidiaries to any governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.