Other Policies All other matters relating to the employment of the Employee not specifically addressed in this Agreement shall be subject to the general policies regarding executive employees of the Company as in effect from time to time.
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.
Leave Policies Section A Leave Days Teachers will be granted twelve (12) leave days per contract year. 1. If requesting more than two consecutive leave days, an explanation may be requested by administration before approval is given. This request must be made to administration at least five (5) days before absence occurs. 2. A leave day request will not be granted prior to or following the non-school days as indicated by the school calendar, not including Saturday and Sunday. A request will not be granted on the first or last day of the school calendar. A teacher will need special permission to use leave days during the month of May. Any request for leave during May should be made as far in advance as possible. 3. At the end of the year, teachers will notify the district office what they would like to have done with their unused leave days. Teachers have two options which may be used separately or in combination: a. Teacher can transfer all or part of their remaining days to their individual sick leave bank, providing their maximum accumulation of leave days does not exceed eighty (80) days. b. Up to three (3) days of the current year may be sold back to the District at a rate of $100 per day. Teachers will notify the District Office which option they choose on the end of the year checkout form. Section B Emergency, Sick Leave, Bereavement, Family and Medical Leave Act 1. Sick or bereavement leave can be used for an employee’s parents, spouse, siblings, grandparents, children, step-children, and other relatives for whom the employee is the legal guardian, has power of attorney, or is declared the primary caregiver. 2. Teachers in USD No. 507 shall be allowed to transfer leave days to any teacher who, due to illness or accident, has used all of his/her leave days. No teacher will be able to use more than 80 days. These transfers shall be made only on an “as needed” basis and shall come from the donating employee’s individual sick leave bank. 3. Teachers in USD No. 507 shall be allowed to utilize two (2) days/year of accrued sick leave for emergency purposes. Those emergencies shall be unforeseen situations which keep a teacher from being physically present for work and that are not covered in other leave policy provisions. The Superintendent of USD No. 507 shall receive within five (5) days of the teacher’s return a written request requesting said leave specifically noted. Superintendent shall have sole authority for granting emergency leave 4. Teachers will be allowed to use quarter-hour units of sick leave for doctor appointments with the approval of the building principal. The teacher desiring the hour units will request another teacher to cover his/her class if needed. Said arrangements must meet prior approval of the building principal. 5. Teachers in USD No. 507 having used all of his/her personal business leave and any accrued comp time may use up to two (2) days of accrued sick leave for the birth of a grandchild. 6. Leave as required by Family Medical Leave Act (FMLA) will comply with federal law (reference xxx.xxx.xxx). 7. An appeal for leave involving extraordinary circumstances may be made to the Superintendent. Section C Leave without Pay Leave without pay may be used only after all other options have been exhausted unless approved by the Superintendent.
Certain Policies Prior to the Effective Date, each of the Company and its Subsidiaries shall, consistent with GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied on a basis that is consistent with that of Parent; provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Section 7.01(b); and further provided that in any event, no accrual or reserve made by the Company or any of its Subsidiaries pursuant to this Section 6.09 shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. The recording of any such adjustments shall not be deemed to imply any misstatement of previously furnished financial statements or information and shall not be construed as concurrence of the Company or its management with any such adjustments.
Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 11.5.1 The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 11.5.2 Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 11.5.3 If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.
Other Insurance Policies No action, inaction or event has occurred and no state of facts exists or has existed that has resulted or will result in the exclusion from, denial of, or defense to coverage under any applicable special hazard insurance policy, PMI Policy or bankruptcy bond, irrespective of the cause of such failure of coverage. In connection with the placement of any such insurance, no commission, fee, or other compensation has been or will be received by Seller or by any officer, director, or employee of Seller or any designee of Seller or any corporation in which Seller or any officer, director, or employee had a financial interest at the time of placement of such insurance.
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.
Umbrella Policies Contractor may satisfy basic coverage limits through any combination of basic coverage and umbrella insurance.
BOARD POLICIES The Borrower shall not modify the terms of any policy or resolutions of its board of directors if such modification could reasonably be expected to have or result in a Material Adverse Effect.
TRANSFER POLICY Section 7 of this Agreement will not apply to Party A, who will be required to comply with, and will be bound by, the following: Without prejudice to Section 6(b)(ii) as amended in this Schedule, Party A may transfer all (but not part only) of its interests and obligations in and under this Agreement to any of its Affiliates or, with the prior written consent of Party B, such consent not to be unreasonably withheld, to any other entity (each such Affiliate or entity a "TRANSFEREE") upon providing five Business Days' prior written notice to the Note Trustee, provided that: (i) the Transferee's short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and its long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1+" by S&P, "Prime-1" by Moody's and "F1" by Fitch and whose long-term, unsecured and unsubordinated debt obligations are then rated not less than "AA-" by S&P, "A1" by Moody's and "A+" by Fitch (or its equivalent by any substitute rating agency);
