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. 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. 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.
21.2.2 Seller represents that it is bound by the Collective Bargaining Agreements and the Memoranda of Agreement or Understanding, which are listed on Schedule 21.2.2 ("COLLECTIVE BARGAINING AGREEMENTS"), between Seller and the unions identified in items 1-5 of Schedule 21.2.2 (collectively, the "UNIONS") and, in connection with contractor activities at the Pittsburg Coke Terminal, the other collective bargaining agreements referenced in Schedule 21.2.2. Purchaser agrees to recognize the Unions as the exclusive representative for the respective bargaining unit covered by the Collective Bargaining Agreements. Purchaser shall adopt the Collective Bargaining Agreements and maintain them in full force and effect for their duration, except for changes mutually agreed to between Purchaser and the Unions and except that Purchaser shall not be required to continue the existing employee benefits (as set out on Schedule 21.2.2) ("SELLER'S UNION BENEFITS"), but shall be entitled to establish such benefits as may be required by the Collective Bargaining Agreements ("PURCHASER'S UNION BENEFITS") for employees covered by the Collective Bargaining Agreements and hired by Purchaser on and after the Closing Date, and such employees shall be entitled to participate in Purchaser's Union Benefits, subject to the terms of the applicable benefit plans and further subject to the approval of any third-party plan providers. Purchaser shall make every reasonable effort to obtain the approval of all third party plan providers for participation in such plans by said Employees. Purchaser also agrees to be bound by the other collective bargaining agreements referenced in Schedule 21.2.2 in connection with contractor activities at the Pittsburg Coke Terminal.
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. Xxxxx State University employees in one (1) or more of the following classifications, other than excluded employees, are included in the bargaining unit.
1. All teaching faculty employed at one-half fractional time or more as lecturer, senior lecturer, instructor, assistant professor, associate professor, professor, faculty (clinical), and faculty (research); and
2. All academic staff employed at one-half time or more in the following non-supervisory classifications and sub classifications thereof: academic advisor, academic services officer, athletic coach and athletic trainer except those in Division I sports or in sports designated by the University to become Division I within two (2) years after notice to AAUP-AFT, extension program coordinator, financial aid officer, health physicist, archivist, librarian, university counselor assistant, university counselor, and academic staff (renewal 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 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. Xxxxx State University employees in one (1) or more of the following classifications, other than excluded employees, are included in the bargaining unit.
1. All teaching faculty employed at one-half fractional time or more as instructor, assistant professor, associate professor, professor, faculty (teaching), faculty (clinical), faculty (research), and faculty with the title “visiting” who do not have a continuing primary affiliation with a university or college other than Xxxxx State University and are hired by Wayne State for at least one (1) year;
2. All academic staff employed at one-half time or more in the following non-supervisory classifications and sub classifications thereof: academic advisor, academic services officer, athletic coach and athletic trainer except those in Division I sports or in sports designated by the University to become Division I within two (2) years after notice to AAUP-AFT, extension program coordinator, financial aid officer, health physicist, archivist, librarian, university counselor assistant, university counselor, and academic staff (renewal contract);
3. Any adjunct faculty whose workload is increased to 0.5 FTE shall be appointed for each semester of appointment at 0.5 FTE as a faculty (teaching), with all wages and benefits under the AAUP- AFT contract provided to them. These exceptional contracts will be terminal in nature with no presumption of renewal and/or require a non-renewal notice. Such an appointment shall result in an increase in salary no less than the equivalent of an additional course assignment under the WSU/UPTF Agreement or the base wage of an Assistant Professor (Teaching), whichever is more. Exceptions will be considered in discussion between the University and the Association, in particular when such an appointment is for less than a full semester.
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) 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.
