The Bank 1. shall perform the duties imposed on the Bank under the Ordinance. 2. shall exercise reasonable care in the performance of its duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Bank; and 3. in the absence of bad faith on its part, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Bank and conforming to the requirements of this Agreement, but in the case of any opinions which by any provision hereof are specifically required to be furnished to the Bank, shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.
Sick Bank 1. A sick leave bank for all nurses and members of the bargaining unit with Professional Teacher Status shall be established. The Wareham School Committee shall make an initial contribution of one hundred (100) sick days. Eligible teachers who wish to be members of the sick leave bank shall become members by contributing one sick day of their accumulated sick leave each year until the bank contains five hundred (500) sick days. Teachers who enter the Wareham School Department and/or become Professional Teachers after the establishment of the sick leave bank shall become eligible by contributing one sick day to the bank. As of September 30 each year, if the sick bank contains fewer than 500 sick days, eligible teachers shall contribute one sick day in order to remain a member. Sick bank members will remain active members unless they notify the clerk in writing by September 15 of the school year. New members must sign up by September 15. 2. The sick leave bank shall be administered by a joint committee consisting of two school committee members appointed by the Wareham School Committee, two Wareham Education Association sick bank members appointed by the Wareham Education Association, and the Superintendent of Schools who shall be a non-voting member who serves as the Clerk of the Committee. School Committee members and Wareham Education Association members of the Sick Bank Committee shall be appointed annually and limited to a maximum term of four (4) years. The Clerk shall be responsible for posting an annual list of available days in the bank. 3. Eligible members who have used up all of their accumulated sick leave may apply to use the sick leave bank provided that application is made to the Sick Bank Committee, and said application states the nature of the disability and the anticipated period of recovery. A physician's letter confirming the disability and anticipated period of recovery shall accompany the application. 4. The minimum number of sick days that can be granted for a single disability shall be five (5) and the maximum number shall be fifty (50). The amount of days granted shall be granted on a matching basis up to the maximum number of fifty days e.g., if the eligible teacher used forty of his/her sick days because of the disability, the sick leave bank could grant no more than forty days to the teacher. Notwithstanding the provisions of the previous two sentences of this section, sick leave bank members are eligible to apply to the Bank up to two times per disability for a total amount of days not to exceed one hundred (100). 5. In the event of a new contract or an extension of an existing contract, the balance of days in the sick leave bank will be carried over to the succeeding contract.
Bank The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.
Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.
The Bank Merger Immediately following the Effective Time, the Bank shall be merged with and into UNB (the "Bank Merger") in accordance with the provisions of the National Bank Act and the New Jersey Banking Act of 1948, as amended, and UNB shall be the surviving bank (the "Surviving Bank"). Upon the consummation of the Bank Merger, the separate existence of the Bank shall cease and the Surviving Bank shall be considered the same business and corporate entity as each of the Bank and UNB and all of the property, rights, powers and franchises of each of the Bank and UNB shall vest in the Surviving Bank and the Surviving Bank shall be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Bank and UNB and shall have succeeded to all of each of their relationships, fiduciary or otherwise, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, obligations, duties and relationships had been originally acquired, incurred or entered into by the Surviving Bank. Upon the consummation of the Bank Merger, the articles of association and bylaws of UNB shall become the articles of association and bylaws of the Surviving Bank, the officers and employees of UNB and the officers and employees of the Bank shall be the officers and employees of the Surviving Bank with such additions as the Board of Directors of UNB shall determine, and the directors of UNB shall be the directors of the Surviving Bank with the additions from the directors of Raritan as specified herein. In connection with the execution of this Agreement, the Bank and UNB shall execute and deliver a separate merger agreement (the "Bank Merger Agreement") in substantially the form of Exhibit A, annexed hereto, for delivery to the appropriate regulatory authorities for approval of the Bank Merger.