Common use of Labor and Employee Benefit Matters Clause in Contracts

Labor and Employee Benefit Matters. (a) Prior to the Closing Date, Contributor shall become the employer of all persons employed as of the date of this Agreement by Kemmerer (the “Transferred Employees”) and, as of the Closing, Kemmerer shall have no employees (the “Employee Transfer”). (b) Prior to the Closing Date, Kemmerer shall have (i) validly assigned to Contributor, and Contributor shall have validly assumed, any and all of Xxxxxxxx’x obligation under that certain Western Coal Wage Agreement of 2012 (the “CBA”), between Xxxxxxxxxxxx Kemmerer, Inc. and the International Union United Mine Workers of America, in each case after obtaining all consents and approvals required for such valid assignment and assumption (the “CBA Assignment”), and (ii) Contributor shall have validly assumed any and all liabilities associated with the Transferred Employees or arising with respect to the employment by Kemmerer of the Transferred Employees or any other persons previously employed by Kemmerer, including, but not limited to, any and all post retirement pension, medical, and other benefit liabilities (the “Employee Liabilities Assumption,” and together with the Employee Transfer and the CBA Assignment, the “Employee Matters Condition”). As of the Closing, Kemmerer shall have no continuing obligations or liabilities associated with the Transferred Employees or arising with respect to the employment by Kemmerer of the Transferred Employees or any other persons previously employed by Kemmerer, including, but not limited to, any and all post retirement pension, medical, and other benefit liabilities, other than any obligations of the Partnership arising pursuant to that certain Services Agreement, effective as of January 1, 2015 (the “Services Agreement”), by and between the General Partner and the Partnership for services provided to the Partnership by the General Partner pursuant to the terms of such agreement.