Union Dues Deduction The Employer agrees to deduct and forward to the Financial Secretary of the Local Union, upon receipt of a voluntary written authorization, the working dues from the pay of each IBEW member. The amount to be deducted shall be the amount specified in the approved Local Union Bylaws. The Local Union, upon request by the Employer, shall certify such amount to the Employer.
Union Dues Deductions It shall be a condition of employment for all Nurses in the Bargaining Unit, that dues be deducted from their bi-weekly salary in the amount determined by the Union. The deductions for newly employed Nurses shall be in the first pay period of employment. The dues shall be submitted monthly to the Union together with a list of the Nurses from whom the deductions were made.
Liability for Taxes (i) Seller shall be liable for and pay, and pursuant to ARTICLE XI shall indemnify and hold harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from (A) Taxes imposed on the Company or for which the Company may otherwise be liable as a result of having been a member of a Company Group (including Taxes for which the Company may be liable pursuant to Treasury Regulation § 1.1502-6 or similar provisions of state, local or foreign law as a result of having been a member of a Company Group and any Taxes resulting from the ceasing to be a member of any Company Group) and (B) Taxes imposed on the Company or for which the Company may otherwise be liable for any taxable year or period that ends on or before the Closing Date and the portion of any Straddle Period ending on and including the Closing Date (the “Pre-Closing Tax Period”), except, in each case, to the extent such Taxes were included on the Closing Date Balance Sheet and taken into account in determining the Adjusted Purchase Price.
(ii) For purposes of paragraph (a)(i), whenever it is necessary to determine the liability for Taxes of the Company for a Straddle Period, the determination of the Taxes of the Company for the portion of the Straddle Period ending on and including the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit of the Company for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Company were closed at the close of the Closing Date, provided, however, that exemptions, allowances, deductions or Taxes that are calculated on an annual basis, such as property Taxes and depreciation deductions, shall be apportioned between such two taxable years or periods on a daily basis.
(iii) Seller shall be entitled to the amount of any refund or credit of Taxes of the Company (including any interest relating thereto) with respect to a Pre-Closing Tax Period to the extent such Taxes were paid by the Company prior to the Closing or by a Seller after the Closing pursuant to Section 8.2(a) or ARTICLE XI which refund or credit is actually recognized by Buyer or its Affiliates (including the Company) after the Closing, net of any cost to Buyer and its Affiliates attributable to the obtaining and receipt of such refund or credit, except to the extent such refund or credit arises as the result of a carryback of a loss or other tax benefit from a Tax period (or portion thereof) beginning after the Closing Date or such refund or credit was included on the Closing Date Balance Sheet and taken into account in determining the Adjusted Purchase Price. Buyer shall pay, or cause to be paid, to Seller any amount to which Seller is entitled pursuant to the prior sentence within fifteen (15) days of the receipt or recognition of the applicable refund or credit by Buyer or its Subsidiaries. To the extent requested by Seller, Buyer will reasonably cooperate with Seller in obtaining such refund or credit, including through the filing of amended Tax Returns for periods ending before or on the Closing Date or refund claims. To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Governmental Body, Seller agrees promptly to repay the amount of such refund or credit to Buyer. Buyer shall be entitled to any refund or credit with respect to Taxes (including any interest relating thereto) that results from the carryback of losses, credits or similar items from a taxable year or period that begins after the Closing Date and is attributable to the Company and, to the extent such refund is actually received by Seller or its Affiliates, any such refund or credit shall be paid by Seller to Buyer within fifteen (15) days of the receipt of such refund by Seller. Buyer shall be entitled to any refund or credit included on the Closing Date Balance Sheet and taken into account in determining the Adjusted Purchase Price. Buyer and Seller shall take reasonable steps as may be requested by the other Party to obtain any refund or credit to which such Party is entitled under this subparagraph (iii).
(iv) Buyer shall be liable for and pay, and pursuant to ARTICLE XI shall indemnify and hold harmless Seller from and against any and all Losses incurred by Seller in connection with or arising from any real property transfer Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar Tax imposed on the transactions contemplated by this Agreement.
Dues Deduction 22.01 The Company will deduct on the payroll for each period, from wages due and payable to each Employee coming within the scope of this Collective Agreement, an amount equivalent to the dues of the Union subject to the conditions set forth herein.
22.02 The amount to be deducted shall be equivalent to the regular dues payment of the Union and shall include assessments or initiation fees applicable to new hires. The amount to be deducted shall not be changed during the term of the Agreement except to conform with a change in the amount of regular dues to the Union in accordance with its constitutional provisions.
22.03 Deductions will commence on the payroll for the first pay period of the calendar month following the first date of employment in a position covered by this Agreement.
22.04 If the wages of an Employee payable for any period are insufficient to permit a full deduction, no such deduction will be made from the wages of such Employee by the Company on that payroll. The Company will not, because the Employee did not have sufficient wages on any payroll, carry forward and deduct from any subsequent wages the amount not deducted on an earlier payroll.
22.05 Only payroll deductions now or hereafter required by law and deductions of monies due or owing the Company shall be made from wages prior to the deduction of dues.
22.06 The amount so deducted from wages, accompanied by a statement of deductions from individuals, will be remitted by the Company to the Union, as may be mutually agreed by the Company and the Union not later than thirty (30) calendar days following the pay period in which the deductions are made.
22.07 The Company shall not be responsible for arrears.
22.08 The Company shall not be responsible financially, either to the Union or to any Employee, for any failure to make deductions or for making improper or inaccurate deductions or remittances. However, in any instance in which an error occurs in the amount of any deduction pursuant to this Article from an Employee's wages, the Company shall adjust it directly with the Employee. In the event of any mistake by the Company in the amount of its remittance to the Union, the Company shall adjust the amount in a subsequent remittance. The Company's liability for any and all amounts deducted pursuant to the provision of this Article shall terminate at the time it remits the amounts payable to the Union.
22.09 In the event of any action at law against the parties hereto resulting from any deduction or deductions made from payrolls or to be made by the Company pursuant to the first paragraph of this Article, both parties shall cooperate fully in the defense of such action. Each party shall bear its own cost of such defense, except that, if at the request of the Union, counsel fees are incurred, these shall be borne by the Union. Save as aforesaid, the Union shall indemnify and save harmless the Company from any losses, damages, costs, liability or expenses suffered or sustained by the Company as a result of any such deduction or deductions from payrolls.
22.10 Employees shall be provided with a T4 slip indicating the amount of Union dues deducted.
Dues Deductions Prior to the preparation of the first payroll of the school year, the Association shall indicate to the District, in writing, the dollar amounts of individual dues and assessments of the Southside Education Association, National Education Association, Washington Education Association and Olympic UniServ Council, to be deducted during the school year to follow. These total deductions shall remain unchanged during the school year. The deductions, as indicated above, shall be deducted in twelve (12) equal amounts in paychecks to begin in September and continue through August; provided that the District has received a written authorization form from any such employee who desires to make said deductions; teachers who work less than a full year shall have their deductions pro-rated at one- twelfth (1/12th), of the total amount, for each month they are employed. Amounts may be prorated by the amount of FTE worked as agreed upon and presented in writing by the Southside Education Association. The District shall promptly remit all monies so collected directly to the Washington Education Association with a list of teachers from whom deductions have been made. The District shall notify the Association of any changes in said list due to teachers entering or leaving the employment of the District; such notification shall be before the monthly pay period. If the Association receives an amount for a teacher in excess of the proper amount to be deducted, the Association shall reimburse that teacher for any overcharge in dues. The Association will indemnify, defend and hold the District harmless against any claims, suits, orders, and/or judgments against the District on account of any check-off of Association dues. This dues deduction system is only for the collection of dues and shall not be used for the collection of any Association imposed fines, penalties, or assessments, nor will it be used for the collection of initiation fees or any other type of Association collection of monies. Employees who wish to revoke this deduction authorization may do so upon written notice to the District and the Association. The employee shall provide written notice to the Association and to the District of his/her wish to no longer have dues withheld from his/her paycheck. Teachers who decide to join the Association and currently have no deductions for dues may do so by signing and delivering, by the fifteenth of any month, a payroll deduction or revocation authorization form to the District office. This form shall authorize deduction of membership dues of the Associations (including NEA and WEA) and shall continue in force from year to year unless the teacher submits a written revocation to the District and the Association.
Liabilities If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect.
ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.
No Setoff or Deductions; Taxes; Payments The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity). If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Parties) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) to receive the same net amount which the Agent would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.
Liability for Transfer Taxes The Stockholder agrees to indemnify the Company for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Company Shares received in connection with the transactions contemplated hereby, or interests therein (other than the receipt of the Merger Consideration by the Stockholder pursuant to the Merger Agreement) within two years after the IPO Closing Date; provided that such Company Shares shall be the Company’s sole recourse with respect to such indemnification obligation. The Stockholder hereby grants a security interest in 50% of its Company Shares received in the Merger to the Company and hereby irrevocably appoints the Company, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Company. The security interest granted pursuant to this Section 6.05 shall attach to the Company Shares that are not included in the Indemnity Holdback Amount. The Company agrees that the security interest in the Company Shares received by the Stockholder in the Merger may be released, or collateral may be substituted, in accordance with the terms of the Escrow Agreement.
LOCAL AND BCTF DUES DEDUCTION 1. The employer agrees to deduct from the salary of each employee covered by this Collective Agreement an amount equal to the fees of the BCTF according to the scale established pursuant to its constitution and by-laws, inclusive of the fees of the local in the district, according to the scale established pursuant to its constitution and by-laws, and shall remit the same to the BCTF and the local respectively. The employer further agrees to deduct levies of the BCTF or of the local established in accordance with their constitutions and by-laws, and remit the same to the appropriate body.
2. At the time of hiring, the employer shall require all new employees to complete and sign the BCTF and Local application for membership and assignment of fees form. The BCTF agrees to supply the appropriate forms. Completed forms shall be forwarded to the local in a time and manner consistent with the Previous Local Agreement or the existing practice of the parties.
3. The employer will remit the BCTF fees and levies by direct electronic transfer from the district office where that is in place, or through inter-bank electronic transfer. The transfer of funds to the BCTF will be remitted by the 15th of the month following the deduction.
4. The form and timing of the remittance of local fees and levies shall remain as they are at present unless they are changed by mutual agreement between the local and the employer.
5. The employer shall provide to the BCTF and the local at the time of remittance an account of the fees and levies, including a list of employees and amounts paid.
