Common use of Represented Employees Clause in Contracts

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. The following provisions of this Section 6.8(d)(iii) shall apply only to Transferred Employees whose terms of employment are governed by a collective bargaining agreement listed on Schedule 6.8(d)(iii) (“Represented Employees”). (A) Buyer shall assume the collective bargaining agreements applicable to the Represented Employees as of the Closing and shall continue all terms and conditions of employment under such assumed collective bargaining agreements through the expiration or other termination of such agreements in conformity with labor laws and regulations of the applicable country. Buyer and TRW shall take all actions steps necessary and appropriate under ERISA Section 4204 so that the transaction contemplated by this Agreement will not constitute a partial or complete withdrawal under section 4201 of ERISA, other than the posting of any bond, escrow or other security. If Buyer withdraws in a complete or partial withdrawal with respect to ensure thatthe Business during the five-year period following the Closing, 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 TRW will be secondarily liable for any withdrawal liability it would have had if it had withdrawn as of the Closing Date:, to the extent Buyer fails to satisfy such liability upon Buyer’s complete or partial withdrawal. (iB) Certain of the Buyer Pension Plan is a qualified, single-employer Aerospace Subsidiaries and Aerospace Affiliates maintain defined benefit plan under Section 401(aplans (the “Hourly Defined Benefit Plans”) for the benefit of their Affected Employees covered by collective bargaining agreements, all of the Code; assets for which are held in the TRW Master Trust (ii) any the “Master Trust”). At the Closing, 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 assume all of the Coderelevant TRW Subsidiary’s obligations and liabilities, whether or not waivedand acquire all of the relevant TRW Subsidiary’s right, immediately before title and interests in, to and under the Closing Date; (iii) the Buyer Pension Plan is not the subject Hourly Defined Benefit Plans by adopting, effective as 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 Hourly Defined Benefit Plans; provided that TRW will continue to be responsible for the payment of benefits from the Hourly Defined Benefit Plans until the transfer described in this Section 6.8(d)(ii)(B) is made. Participation in the Hourly Defined Benefit Plans, as adopted by Buyer, by the Transferred Employees participating thereunder shall not be deemed terminated, nor shall their employment be deemed otherwise interrupted for purposes of the Buyer Pension Plan are substantially identical Hourly Defined Benefit Plans, as adopted by Buyer, by reason of the transactions contemplated under this Agreement and notwithstanding anything in all material respects the Agreements to the terms contrary, the Transferred Employees shall maintain their service credit under the Hourly Defined Benefit Plan for benefit accrual purposes. Buyer shall, prior to or at the Closing, complete all actions as shall be necessary or desirable to evidence its sponsorship of the Seller Hourly Pension PlanDefined Benefit Plans and the assumption of the ongoing administration and management of such Plans, including establishing or designating one or more successor trusts for the maintenance of the Hourly Defined Benefit Plans’ assets. Within As soon as administratively possible after receipt by TRW of evidence that Buyer has taken the thirty actions required by this Section 6.8(d)(iii)(B), TRW shall cause cash (30or property in kind, if reasonably requested by Buyer and approved by TRW, which approval shall not be unreasonably withheld) day period equal to the fair market value, as of the date immediately preceding any transfer the date of transfer, of the assets attributable to the Hourly Defined Benefit Plans held by the TRW master trustee to be transferred to the successor trust or trusts established by Buyer. (C) Certain of the Aerospace Subsidiaries in the United States maintain the retiree medical plans set forth on Schedule 6.8(d)(iii)(C) (the “Hourly Retiree Medical Plans”), providing medical benefits to retirees and liabilities from their eligible beneficiaries. At the Seller Hourly Pension Plan to a Buyer Pension Plan pursuant to Section 8.2.1Closing, Buyer shall assume all of TRW’s obligations and liabilities under the Hourly Retiree Medical Plans with respect to Non-Represented Employees. TRW will provide Sellers with a written certification, in a form acceptable to Sellers, that the Buyer Pension Plan satisfies each retired employees of the Business immediately prior to the Closing with retiree medical plan benefit coverage under the Hourly Retiree Medical Plans if such former employees meet the requirements set forth in this Section 8.2.1(bfor coverage. (D) Lxxxx Western Inc. sponsors and maintains the Lxxxx Western Inc. 401(k) Plan for the benefit of the Represented Employees at its Diamond Bar, California facility (the “Union 401(k) Plan”). Buyer shall assume all of Lxxxx Western Inc.’s obligations and liabilities, and acquire all of Lxxxx Western Inc.’s right, title and interest in, to and under the Union 401(k) Plan and Lxxxx Western Inc. shall transfer to Buyer on the Closing Date all of the assets held with respect to the Union 401(k) Plan.

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 Seller with a written certification, in a form acceptable to SellersSeller, that the Buyer Pension Plan satisfies each of the requirements set forth in this Section 8.2.1(b).

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, Midwest 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 Seller with a written certification, in a form acceptable to SellersSeller, that the Buyer Pension Plan satisfies each of the requirements set forth in this Section 8.2.1(b).

Represented Employees. The following provisions of this Section 6.8(d)(iii) shall apply only to Transferred Employees whose terms of employment are governed by a collective bargaining agreement listed on Schedule 6.8(d)(iii) ("Represented Employees"). (A) Buyer shall assume the collective bargaining agreements applicable to the Represented Employees as of the Closing and shall continue all terms and conditions of employment under such assumed collective bargaining agreements through the expiration or other termination of such agreements in conformity with labor laws and regulations of the applicable country. Buyer and TRW shall take all actions steps necessary and appropriate under ERISA Section 4204 so that the transaction contemplated by this Agreement will not constitute a partial or complete withdrawal under section 4201 of ERISA, other than the posting of any bond, escrow or other security. If Buyer withdraws in a complete or partial withdrawal with respect to ensure thatthe Business during the five-year period following the Closing, 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 TRW will be secondarily liable for any withdrawal liability it would have had if it had withdrawn as of the Closing Date:, to the extent Buyer fails to satisfy such liability upon Buyer's complete or partial withdrawal. (iB) Certain of the Buyer Pension Plan is a qualified, single-employer Aerospace Subsidiaries and Aerospace Affiliates maintain 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" plans (the "Seller Hourly Pension PlanDefined Benefit Plans") on for the Closing Date from eligibility to participate therein; (v) the Buyer Pension Plan does not violate the requirements benefit of any applicable their Affected Employees covered by collective bargaining agreement; and (vi) with respect to Transferred Employees who were participants agreements, all of the assets for which are held in the Seller TRW Master Trust (the "Master Trust"). At the Closing, Buyer shall assume all of the relevant TRW Subsidiary's obligations and liabilities, and acquire all of the relevant TRW Subsidiary's right, title and interests in, to and under the Hourly Pension Plan on Defined Benefit Plans by adopting, effective as of the Closing Date, the terms Hourly Defined Benefit Plans; provided that TRW will continue to be responsible for the payment of benefits from the Hourly Defined Benefit Plans until the transfer described in this Section 6.8(d)(ii)(B) is made. Participation in the Hourly Defined Benefit Plans, as adopted by Buyer, by the Transferred Employees participating thereunder shall not be deemed terminated, nor shall their employment be deemed otherwise interrupted for purposes of the Buyer Pension Plan are substantially identical Hourly Defined Benefit Plans, as adopted by Buyer, by reason of the transactions contemplated under this Agreement and notwithstanding anything in all material respects the Agreements to the terms contrary, the Transferred Employees shall maintain their service credit under the Hourly Defined Benefit Plan for benefit accrual purposes. Buyer shall, prior to or at the Closing, complete all actions as shall be necessary or desirable to evidence its sponsorship of the Seller Hourly Pension PlanDefined Benefit Plans and the assumption of the ongoing administration and management of such Plans, including establishing or designating one or more successor trusts for the maintenance of the Hourly Defined Benefit Plans' assets. Within As soon as administratively possible after receipt by TRW of evidence that Buyer has taken the thirty actions required by this Section 6.8(d)(iii)(B), TRW shall cause cash (30or property in kind, if reasonably requested by Buyer and approved by TRW, which approval shall not be unreasonably withheld) day period equal to the fair market value, as of the date immediately preceding any transfer the date of transfer, of the assets attributable to the Hourly Defined Benefit Plans held by the TRW master trustee to be transferred to the successor trust or trusts established by Buyer. (C) Certain of the Aerospace Subsidiaries in the United States maintain the retiree medical plans set forth on Schedule 6.8(d)(iii)(C) (the "Hourly Retiree I Medical Plans"), providing medical benefits to retirees and liabilities from their eligible beneficiaries. At the Seller Hourly Pension Plan to a Buyer Pension Plan pursuant to Section 8.2.1Closing, Buyer shall assume all of TRW's obligations and liabilities under the Hourly Retiree Medical Plans with respect to Non-Represented Employees. TRW will provide Sellers with a written certification, in a form acceptable to Sellers, that the Buyer Pension Plan satisfies each retired employees of the Business immediately prior to the Closing with retiree medical plan benefit coverage under the Hourly Retiree Medical Plans if such former employees meet the requirements set forth in this Section 8.2.1(bfor coverage. (D) Xxxxx Western Inc. sponsors and maintains the Xxxxx Western Inc. 401(k) Plan for the benefit of the Represented Employees at its Diamond Bar, California facility (the "Union 401(k) Plan"). Buyer shall assume all of Xxxxx Western Inc.'s obligations and liabilities, and acquire all of Xxxxx Western Inc.'s right, title and interest in, to and under the Union 401(k) Plan and Xxxxx Western Inc. shall transfer to Buyer on the Closing Date all of the assets held with respect to the Union 401(k) Plan.