THE OBLIGATIONS OF THE COMPANY. A. EMPLOYMENT WITH AUNTMINNIE -------------------------- AuntMinnie agrees to continue the employment of Doctor Xxxxxx, and to pay Doctor Xxxxxx full salary and benefits as set forth in the Employment Agreement attached hereto as Exhibit A, which shall remain in full force and effect.
THE OBLIGATIONS OF THE COMPANY. A. The COMPANY shall act as administrator and shall provide the following services to the extent necessary to enable the DEALER to sell the PROGRAM:
1. Educate, train, and advise the DEALER or the DEALER’S representatives in the administration and marketing of the PROGRAM and CONTRACTS.
2. Provide administrative forms, promotional and marketing displays, manuals, guidelines, rates, a toll-free number for contacting the Company and unexecuted CONTRACT forms to enable the DEALER to sell and issue CONTRACTS.
3. Select and make agreements with the REPAIR FACILITIES to honor claims for COVERED REPAIRS under the PROGRAM.
4. Process valid CONTRACTS and CONTRACT remittances, transfers and cancellations, and verify that CONTRACTS are valid and enforceable prior to the DEALER or the REPAIR FACILITY performing COVERED REPAIRS.
B. The COMPANY shall acquire and maintain, on behalf of the vehicle service contract obligor, an insurance policy issued to the obligor that shall provide coverage, subject to the insurance carrier’s underwriting rules, for valid COVERED REPAIRS submitted under the vehicle service contract.
C. The COMPANY shall review, adjust, and settle claims for COVERED REPAIRS which are approved by the COMPANY under the PROGRAM, and shall advise the DEALER or REPAIR FACILITY as to the proper disposition of such claims. The DEALER, REPAIR FACILITY or CONTRACT HOLDER, as is appropriate, shall then be reimbursed for the reasonable cost of COVERED REPAIRS to the extent provided under the CONTRACT, insurance policy and this AGREEMENT. The Company shall have sole discretion regarding repairs to be made under the CONTRACT, including designating whether the repairs shall be made with new, remanufactured or used parts.
THE OBLIGATIONS OF THE COMPANY. If Employee signs this Agreement and does not execute the right to revoke as provided in paragraph 7(f), below, the Company will provide Employee with the following benefits:
a. The Employee is not entitled to severance of any kind; however, the Company will continue to pay Employee his current salary until his Separation Date and a lump sum payment of Fifty Thousand Dollars ($50,000.00) (“Payment”), which will be paid within 14 days after Employee’s Separation Date. These payments, less applicable withholdings and deductions will be paid in accordance with standard payment practices.
b. Unless otherwise provided herein, all employee benefits shall cease on the last day of the month following your Separation Date. Employee and his or her eligible dependents shall be entitled to continuation of group health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”). Notwithstanding, Employee will receive a payout of remaining vacation days from 2014, which will be paid within 14 days after Employee’s Separation Date.
c. The Employee hereby acknowledges and agrees that he is not entitled to any other compensation or benefits of any kind or description from the Company, including, but not limited to, salary, reimbursement, any incentive bonuses, advance payments, or vehicle allowance payments other than as set forth herein.
THE OBLIGATIONS OF THE COMPANY. The Obligations of the Company under this Agreement shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances:
(a) any lack of validity or enforceability of the Letter of Credit, the Bonds or any other Related Document;
(b) any amendment or waiver of or any consent to departure from all or any of the Related Documents;
(c) the existence of any claim, set-off, defense or other rights which the Company, may have at any time against the Issuer, the Trustee, the Remarketing Agent, any holder of a Bond, any beneficiary or any transferee of the Letter of Credit (or any persons or entities for whom the Trustee, any such beneficiary or any such transferee may be acting), the Bank or any other person or entity, whether in connection with this Agreement, any of the Related Documents or any unrelated transaction;
(d) any statement or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;
(e) payment by the Bank under the Letter of Credit against presentation of a sight draft or certificate which does not comply with the terms of the Letter of Credit provided that such payment shall not have constituted negligence or misconduct of the Bank; and
(f) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, provided that such other circumstance or happening shall not have been the result of negligence or misconduct of the Bank.
THE OBLIGATIONS OF THE COMPANY. The obligation of the Company to consummate the Merger and the other transactions contemplated hereby on the Closing Date is subject to the satisfaction (or waiver by the Company) of the following conditions at or prior to the Closing:
THE OBLIGATIONS OF THE COMPANY. The obligations of the Company hereunder are as follows:
THE OBLIGATIONS OF THE COMPANY. 3.1 The Company, as the main provider of the Service, which uses the CareWare Software to directly contact the SGA Call Centre Agents, who would then provide a triage for emergency services according to the Care Recipient’s situation. The scope of Services provided by the Company to the Subscriber and Care Recipient is set out in Schedule A of this Agreement.
3.2 The Parties agree that the scope of Services may be modified by the Company from time to time. The Company shall give the Subscriber and Care Recipient written notice of any such changes at least thirty (30) calendar days prior to the modifications taking effect.
3.3 Should the SGA Call Centre Agent receive a call from the Subscriber and/or Care Recipient and the call has dropped, the SGA Call Centre Agents will attempt to contact the Subscriber and/or the Care Recipients by using the contact details provided by the Subscriber through the CareBell application.
3.4 If the Company cannot establish contact with the Subscriber by using the contact details provided by the Subscriber, and it is reasonably deemed, and in the SGA Call Centre Agent’s best judgment, that such situation is indeed an emergency (for instance the caller may have fainted), the Company shall have the right to provide relevant information to the appropriate emergency services based on the nature of the emergency and the user's location.
3.5 The Company and its agents shall make all reasonable efforts to promptly notify and seek assistance from the relevant emergency services when necessary to ensure the safety and well- being of the Care Recipients.
3.6 The Company shall have the right to, at any time, change or otherwise modify any aspect, scope and/or feature of the Service. This includes, but is not limited to, amending of any rules, rates, fees, charges, and/or terms and conditions in respect of the Service.
a) Such amendments will be published at xxxxx://xxx.XXXxxxxx.xxx/CareBell from time to time. The Subscriber agrees that such publication will constitute sufficient notice of the amendments and the Subscriber’s continued use of the Service will constitute acceptance of the amendments.
