Procedure for Rebate The Association represents to the Board that an internal rebate procedure has been established in accordance with Section 4117.09(C) of the Revised Code and that a procedure for challenging the amount of the representation fee has been established and will be given to each member of the bargaining unit who does not join the Association and that such procedure and notice shall be in compliance with all applicable state and federal laws and the Constitutions of the United States and the State of Ohio.
Cancellation or reduction for convenience 20.1 The Commonwealth may cancel or reduce the scope of this Agreement by notice, due to:
(a) a change in government policy; or
(b) a Change in the Control of the Grantee which the Commonwealth reasonably believes will negatively affect the Grantee’s ability to comply with this Agreement.
20.2 On receipt of a notice of reduction or cancellation under this clause, the Grantee agrees to:
(a) stop or reduce the performance of the Grantee's obligations as specified in the notice; and
(b) take all available steps to minimise loss resulting from that reduction or cancellation; and
(c) continue performing any part of the Activity or the Agreement not affected by the notice if requested to do so by the Commonwealth;
(d) report on, and return any part of the Grant to the Commonwealth, or otherwise deal with the Grant, as directed by the Commonwealth.
20.3 In the event of reduction or cancellation under this clause, the Commonwealth will be liable only to:
(a) pay any part of the Grant due and owing to the Grantee under this Agreement at the date of the notice; and
(b) reimburse any reasonable and substantiated expenses the Grantee unavoidably incurs that relate directly and entirely to the reduction in scope or cancellation of the Agreement.
20.4 In the event of reduction, the amount of the Grant will be reduced in proportion to the reduction in the scope of the Agreement.
20.5 The Commonwealth’s liability to pay any amount under this clause is:
(a) subject to the Grantee's compliance with this Agreement; and
(b) limited to an amount that when added to all other amounts already paid under the Agreement will not exceed the total amount of the Grant.
20.6 The Grantee will not be entitled to compensation for loss of prospective profits or benefits that would have been conferred on the Grantee but for the cancellation or reduction in scope of the Agreement under clause 20.1.
20.7 The Commonwealth will act reasonably in exercising its rights under this clause.
PROCEDURE FOR DEALING WITH SAFETY ISSUES OR INCIDENTS 11.1 The Employer, the Employees and the Union agree that for the purposes of s. 81 of the WHS Act matters about work health and safety arising at the workplace shall be resolved in accordance with this procedure.
11.2 The Parties agree that for the purposes of this procedure and s. 81(3) of the WHS Act the following persons shall be the representatives of the following parties:
(a) the Principal Contractor (as defined in the WHS Act) - Site Manager or any other person nominated by the Principal Contractor
(b) the Employers - the Site Manager or any other person nominated by the Employer(s)
(c) The Employees - the Union or other representatives. (Collectively referred to as "Nominated Parties”)
11.3 The Nominated Parties agree that representatives shall be entitled to:
(a) inspect any work system, plant, substance, structure, or other thing relevant to resolving the issue
(b) consult with relevant Employees in relation to resolving the issue
(c) consult with the relevant PCBU (as defined in the WHS Act) about resolving the issue
(d) inspect and take copies of any document that is directly relevant to resolving the issue; and
(e) advise any person whom the representative reasonably believes to be exposed to a serious risk to his or her health and safety, emanating from an immediate and imminent exposure to a hazard of that risk.
11.4 The Nominated Parties and/or their representatives may commence the procedure by informing, either by themselves or their representative, the other Parties and/or representatives that:
(a) there is an issue to be resolved; and
(b) the nature and scope of the issue.
11.5 As soon as the Parties and/or their representatives are informed of the issue, the Nominated Parties and/or their representatives must meet or communicate with each other to attempt to resolve the issue.
11.6 The Nominated Parties and/or their representatives must have regard to all relevant matters including:
(a) the degree and imminent risk to the Employees or other persons affected by the issue.
(b) the number and location of Employees and other persons affected by the issue.
(c) the measures both temporary and permanent that must be implemented to resolve the issue.
(d) who will be responsible for implementing the resolution measures.
(e) whether the hazard or risk can be isolated; and
(f) the time that may elapse before the hazard or risk is permanently corrected.
11.7 Once the issue is resolved details of the issue and its resolution must be set out in writing with all Nominated Parties and/or their representatives to be satisfied that the agreement reflects the resolution of the issue with a copy given to all Nominated Parties and/or their representatives to the issue. The issue, once resolved, shall be recorded in the next safety committee meeting minutes with the agreed resolution.
11.8 The Nominated Parties and/or their representatives must make reasonable efforts to achieve a timely and final resolution of the issue. If within a reasonable time there is still no resolution, any of the Nominated Parties attempting to resolve the issue may then ask Work Health and Safety Queensland, and/or the QBCC, where applicable, to arrange for an inspector to attend the workplace to assist in resolving the issue.
11.9 Direction to cease work
(a) If -
(i) an issue concerning health or safety arises at a workplace or from the conduct of the undertaking of the Employer; and
(ii) the issue concerns work which involves an immediate threat to the health or safety of any person; and
(iii) given the nature of the threat and degree of risk, it is not appropriate to adopt the processes set out in clause 11.7 above
(b) the Employer and/or the health and safety representative for the designated work group in relation to which the issue has arisen may, after consultation between them, direct that the work is to cease.
(c) During any period for which work has ceased in accordance with such a direction, the Employer may assign any Employees whose work is affected to suitable and safe alternative work.
11.10 Fundamental to this process is a standing invitation for Union representatives to attend site to assist with all matters relating to health and safety.
11.11 Employees are not required to work in circumstances where the employee or a Union representative reasonably believes a safety law is being, or will be, contravened. Consultation between the relevant parties will occur throughout this procedure including with senior representatives of the Employer and the Union.
Application of Commitment Reductions; Payment of Fees The Administrative Agent will promptly notify the Appropriate Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.
Resolution of Conflicts; Arbitration (i) In case the Shareholder Representative shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof.
(ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate), either Parent or the Shareholder Representative may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement. Notwithstanding anything in Section 7.2(e) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrators.
(iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.