Represented Employees. With respect to Assets conveyed, contributed or otherwise transferred pursuant to a particular Contribution Agreement, and if applicable, the General Partner shall indemnify, defend and hold harmless each of the Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnified Parties”) from and against any Losses suffered or incurred by the Tesoro Indemnified Parties by reason of or arising out of the transfer of the Represented Employees to the General Partner pursuant to Section 8.1 and the employment of the Represented Employees by the General Partner, including any Losses suffered or incurred resulting from actions taken, or liabilities incurred by the Tesoro Indemnified Parties with respect to the Represented Employees in connection with applicable collective bargaining agreements covering such Represented Employees.
Represented Employees. Xxxxx State University employees in one (1) or more of the following classifications, other than excluded employees, are included in the bargaining unit.
Represented Employees. Notwithstanding any other provision of this Agreement to the contrary, the terms and conditions of the employment of CCE North American Employees covered by a collective bargaining Contract shall continue in accordance with the terms of such collective bargaining Contract, and TCCC shall not be required to take, or to cause any of its Subsidiaries to take, any action that would violate or breach the terms of any collective bargaining Contract.
Represented Employees. The Parties acknowledge that certain employees of the Tesoro Group who may provide Logistics Services and certain employees of the General Partner who may provide Seconded Services hereunder are represented under one of more collective bargaining agreements with members of the Tesoro Group. This Agreement and the Secondment hereunder is not intended to interfere with or modify those collective bargaining agreements or the rights of the union represented employees or other parties thereto. To the extent that Seconded Services are provided hereunder by union represented employees, the Parties acknowledge that the terms of the collective employment agreements shall apply to such Seconded Services to the same extent that they would apply if such services were not being performed as Seconded Services, and that for purposes of any matters arising under the collective bargaining agreements with union represented employees, the members of the Tesoro Group who are parties to such collective bargaining agreements shall have the right to represent the interests of the Parties hereto.
Represented Employees. Buyer shall take all actions necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer maintains or adopts one or more pension plans (hereinafter referred to in the aggregate as the "Buyer Pension Plans" and individually as the "Buyer Pension Plan") and to ensure that each Buyer Pension Plan satisfies the following requirements as of the Closing Date: (i) the Buyer Pension Plan is a qualified, single-employer defined benefit plan under Section 401(a) of the Code; (ii) any Buyer Pension Plan that was in effect before the Closing Date shall not have any "accumulated funding deficiency," as defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, immediately before the Closing Date; (iii) the Buyer Pension Plan is not the subject of termination proceedings or a notice of termination under Title IV of ERISA; (iv) the Buyer Pension Plan does not exclude Transferred Employees who were participants in the "GTE South, Inc. (Southeast) Plan for Hourly-Paid Employees' Pensions" (the "Seller Hourly Pension Plan") on the Closing Date from eligibility to participate therein; (v) the Buyer Pension Plan does not violate the requirements of any applicable collective bargaining agreement; and (vi) with respect to Transferred Employees who were participants in the Seller Hourly Pension Plan on the Closing Date, the terms of the Buyer Pension Plan are substantially identical in all material respects to the terms of the Seller Hourly Pension Plan. Within the thirty (30) day period immediately preceding any transfer of assets and liabilities from the Seller Hourly Pension Plan to a Buyer Pension Plan pursuant to Section 8.2.1, Buyer shall provide Sellers with a written certification, in a form acceptable to Sellers, that the Buyer Pension Plan satisfies each of the requirements set forth in this Section 8.2.1(b).
Represented Employees. Buyer shall offer employment, commencing on the Closing Date, to all employees of Sellers who are covered by the Collective Bargaining Agreements and who are employed in the operation of the Business as of the Closing Date, in each case as set forth on Schedule 6.8(a) to be delivered by Sellers to Buyer no later than five (5) days prior to the Closing Date, under terms and conditions in accordance with the applicable Collective Bargaining Agreement. For the avoidance of doubt, Buyer shall recognize all increases in wages made in the ordinary course of business and in accordance with the Collective Bargaining Agreement between the Agreement Date and the Closing Date. Those employees who accept such offer of employment are hereinafter referred to as the “Represented Employees.” All such offers of employment shall be made in accordance with all applicable Laws and the terms of the applicable Collective Bargaining Agreement. Effective as of the Closing Date, Buyer shall agree to be bound by the Collective Bargaining Agreements, and to thereafter comply with all applicable obligations thereunder.
Represented Employees. The General Partner shall indemnify, defend and hold harmless Tesoro Refining and Marketing from and against any Losses suffered or incurred by Tesoro Refining and Marketing by reason of or arising out of the transfer of the Represented Employees to the General Partner pursuant to Section 8.1 and the employment of the Represented Employees by the General Partner, including any Losses suffered or incurred resulting from actions taken, or liabilities incurred by Tesoro Refining and Marketing with respect to the Represented Employees in connection with applicable collective bargaining agreements covering such Represented Employees.
Represented Employees. (a) In furtherance of and not in limitation of the obligations and liabilities of Buyer set forth in Section 8.4.1, upon consummation of the Closing hereunder, Buyer shall: (i) recognize the unions and labor organizations which are parties to the collective bargaining agreements set forth in Schedule 3.17.1; (ii) employ all active employees of the Stations represented by any such union or labor organization (collectively, "Represented Employees"); (iii) adopt employee benefit plans, policies and arrangements covering such Represented Employees substantially similar to the Benefit Plans of Sellers in effect as of the date hereof and as required by such collective bargaining agreements; and (iv) negotiate in good faith with the collective bargaining representatives of the employees of Seller regarding the substitution of Buyer's employee benefit plans, policies and arrangements for the Benefit Plans of Sellers.
Represented Employees. (a) Seller represents that it is bound by the Collective Bargaining Agreements and the Memoranda of Agreement or Understanding, which are listed on Schedule 4.02A ("Collective Bargaining Agree- ments"), between Seller and the Paper, Allied-Industrial Chemical and Energy Workers International Union and the Operating Engineers Local Union No. 3 of the International Union of Operating Engineers, AFL-CIO (collectively the "Unions"). Buyer agrees to recognize the Unions as the exclusive representative for the respective bargaining unit covered by the Collective Bargaining Agreements. Buyer shall adopt the Collective Bargaining Agreements and maintain them in full force and effect for their duration, except for changes mutually agreed to between the Buyer and the Unions and except that Buyer shall not be required to continue the existing employee benefits (as set out on Schedule 4.02C) ("Seller's Union Benefits"), but shall be entitled to establish such benefits as may be required by the Collective Bargaining Agreements ("Buyer's Union Benefits") for employees covered by the Collective Bargaining Agreements and hired by Buyer on and after the Effective Time, and such employees shall be entitled to participate in Buyer's Union Benefits, subject to the terms of the applicable benefit plans and further subject to the approval of any third-party plan providers. Buyer shall make every reasonable effort to obtain the approval of all third party plan providers for partici- pation in such plans by said Employees.
Represented Employees. 21.2.1 Purchaser shall offer, in accordance with the terms of the Collective Bargaining Agreements, regular, full-time employment to all regular, full-time Represented Employees and regular, part-time employment to all regular, part-time Represented Employees, in each case who are employed by Seller immediately prior to Closing.
