Other Limitations Notwithstanding anything to the contrary set forth in this Agreement, the amount of any Loss subject to indemnification pursuant to this ARTICLE VIII shall be calculated net of (a) any insurance proceeds actually received in cash (net of any applicable deductibles, co-payments, “retro premium” adjustments and similar costs or payments) by the Indemnified Party or any of its Affiliates on account of such Loss, (b) any Tax Benefits inuring to the Indemnified Party on account of such Loss and (c) any indemnification, contribution or other payment actually received in cash (net of any applicable costs of recovery or collection thereof) from any third Person with respect to such Loss. The Indemnified Party shall use its reasonable best efforts to (A) seek full recovery from any third parties and under all insurance policies covering, and all right to indemnification and/or contribution from third Persons in respect of, any Loss and (B) mitigate any actual or potential Loss, in each case to the same extent as it would if such Loss were not subject to indemnification pursuant to this ARTICLE VIII (including, for example, Buyer’s judgment regarding the impact such actions might have on customers and other third parties having material continuing business relationships with the Sold Companies). In the event that an insurance, indemnification, contribution or other recovery is made or a Tax benefit described in this Section 8.7(b) is realized by the Indemnified Party with respect to any Loss for which it has been indemnified pursuant to this ARTICLE VIII, then a refund equal to the aggregate amount of the recovery or benefit shall be paid promptly in immediately available funds to the Indemnifying Party that provided such indemnification to the Indemnified Party. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it pursuant to this ARTICLE VIII, the Indemnified Party shall promptly pay to the Indemnifying Party that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean, with respect to any applicable Loss, any cash Tax savings or refunds that are received and actually recognized by the Indemnified Party in the tax year of the respective Loss, and any amounts actually credited against cash Taxes payable of the Indemnified Party in the tax year of the respective Loss, in each case determined on a with and without basis (comparing the actual cash Tax liability of the Indemnified Party for the applicable year against the hypothetical cash Tax liability of the Indemnified Party had such Loss not been incurred); provided, that no Tax Benefit shall be taken into account with respect to a Loss to the extent such Loss (or the receipt of an indemnity payment in respect of such Loss) would result in a reduction of Tax basis in depreciable or amortizable property; provided, further, that in no event shall the Tax Benefit be deemed to exceed the amount of any indemnification payment paid to the Indemnified Party. The Seller Indemnified Persons or the Buyer Indemnified Persons, as the case may be, shall not be entitled to recover more than once for the same Loss. No Seller Indemnified Person shall be entitled to recover any Loss if and to the extent such Loss is reflected in the calculation of Closing Indebtedness, Unpaid Sold Company Transaction Expenses or Closing Net Working Capital.
TRANSFERS AND VACANCIES A. A request by a teacher for transfer shall be made to the Human Resources Department in writing prior to April 30 on forms furnished by the Board, and a copy of the transfer request shall be forwarded by the Human Resources Department to the current principal(s) and, unless the teacher prohibits such notification, the HVEA president. After consideration of the transfer requests, any vacancy must be posted. The application shall set forth the reasons for transfer, the school, grade and/or position sought and the applicant's academic qualifications, certifications, and endorsements on file with Human Resources as of March 31. The teacher requesting a transfer will notify and discuss the matter with the principal of the school to which he/she wishes to be transferred. If all parties - the teacher, the principal of the school to which the teacher wishes to transfer, and the Board are in favor of such transfer, then the transfer shall take place. In each case where a teacher has requested a transfer under this Section and where the request is not granted for any reason, the teacher will receive an explanation in a timely manner. However, it is understood that transfers after the close of school shall be granted at the discretion of the Superintendent.
B. It is recognized by both parties that involuntary transfers may be necessary; however, the Board agrees that involuntary transfers will be made only for good cause. Following one week notification, plus consultation with the teacher or teachers and principals concerned at a meeting, including the Superintendent or his/her designee and the association President or his/her designee, it shall be up to the Superintendent of Schools as to whether an involuntary transfer is necessary. Upon written request of the teacher, the association shall also be notified of the reasons for such unrequested transfer.
C. When involuntary transfers are effected for a necessary reduction in a school's staff allocation due to reduced student enrollment, reduced finances or the closing of a building, qualifications, program needs and seniority shall be considered in such transfer decisions. When qualifications and program needs are predominately equal, seniority shall prevail.
D. The filling of instructional vacancies shall be accomplished by using the following procedures:
1. Review all transfer requests.
2. Provide the association President with appropriate postings including qualifications and job descriptions (where possible), as vacancies occur. All known instructional vacancies will be posted in each school building in the district between April 1 and April 15.
1. The posting of extra-curricular vacancies shall be for a period of five (5) workdays.
2. The vacancies shall be posted district-wide, with first preference given to bargaining unit members within the building. Candidates that meet the qualifications shall receive an interview.
3. If the position is not filled from within the building, then qualified district-wide candidates shall be interviewed.
4. Internal candidates not selected for a position shall receive, in writing, the reasons for not being selected. In addition, the District is encouraged to provide suggestions for training and/or experience opportunities that may increase skills and improve the possibility of successful selection for future vacancies.
5. Should the position remain unfilled, the district may post the position to the public.
E. The Board and the association recognize that transfers of personnel to fill vacant instructional staff positions arising during the school year are disruptive to the educational process. However, to insure that recognition is given to the aspirations and abilities of its staff, all such vacant instructional staff positions occurring during the school year will be considered to be filled on a temporary basis when personnel outside the district are hired. All transfer requests made by current staff to these positions shall be given priority in filling these vacancies for the following school year. Teachers desiring a transfer shall endeavor to submit their requests within five (5) working days after the postings. If no transfer request for the position has been made by April 30, then the position may be otherwise filled by the district. Notice will be sent to the association President when a vacancy has been filled on a temporary basis. The Board agrees to inform temporary teachers in writing of this contract provision prior to their employment.
F. All vacant supervisory positions within the instructional staff shall be posted in every school building. A supervisory position is defined as one having the scope and authority of hiring, promoting, demoting, or dismissing employees. No such vacancy shall be filled, except on a temporary basis, until such vacancy shall have been posted for at least two (2) weeks.
G. A Screening Committee including a Huron Valley teacher representing the association may interview candidates for Huron Valley instructional administrative positions.
H. Any qualified teacher may apply for any instructional supervisory vacancy. In filling such vacancy, the Board shall consider the professional qualifications, background, attainments, and other relevant factors, including seniority of all applicants from within the school district, as well as applicants from outside the school district. Provided, however, in all appointments to positions, the Board's decision shall be final and not subject to the grievance procedure.
I. Any teacher who shall be transferred to an administrative or executive position and shall later return to a teacher status shall be entitled to retain such rights as he/she may have had under this Agreement prior to such transfer to supervisory or executive status.
J. A bargaining unit member, who has not previously attained tenure under the Michigan Teacher Tenure Act (MCLA 38.71, et seq.) in a position other than as a classroom teacher, who is placed in a position other than a classroom teacher, shall not be deemed to have tenure in such non-classroom teaching position by virtue of this contract or any individual contract for such non-classroom position, but shall be deemed to have continuing tenure as an active classroom teacher after the probationary period if applicable.
K. Whenever vacancies occur during the normal summer months the following procedures shall be followed:
1. Teachers with specific interests in possible vacancies will notify the Human Resources Department of their interest in writing during the last regular week of school and shall include a summer address.
2. Should a vacancy occur, the teachers who have expressed an interest in said position or similar position shall be contacted by the Human Resources Department and notified of the vacancy.
3. The teachers so notified shall have the responsibility of contacting the Human Resources Department indicating their interest in said position within three (3) days of notification.
4. Notice of summer postings shall be sent to the association President.
5. Vacancies will be posted at the district's administration office for a period of five (5) working days.
