Common use of Transfer of Employer Title and Interest Clause in Contracts

Transfer of Employer Title and Interest. The Employer’s obligations under this Agreement and the Supplements hereto shall be binding upon its successors, administrators, executors and assigns. The Employer agrees that the obligations of this Agreement shall be included in the agreement of sale, transfer or assignment of the business. In the event an entire active or inactive operation, or a portion thereof, are sold, leased, transferred or taken over by sale, transfer, lease, assignment, receivership or bankruptcy proceedings, such operation shall continue to be subject to the terms and conditions of this Agreement for the life thereof. Transactions covered by this provision include stock sales or exchanges, mergers, consolidations, spin- offs or any other method by which a business is transferred. It is understood by this Section that the signatory Employer shall not sell, lease or transfer such business to a third (3rd) party to evade this Agreement. In the event the Employer fails to require the purchaser, transferee, or lessee to assume the obligations of this Agreement, as set forth above, the Employer (including partners thereof) shall be liable to the Local Union(s) and to the employees covered for all damages sustained as a result of such failure to require the assumption of the terms of this Agreement until its expiration date, but shall not be liable after the purchaser, the transferee or lessee has agreed to assume the obligations of this Agreement. The obligations set forth above shall not apply in the event of the sale, lease or transfer of a portion of the Employer’s business comprising less than all of the signatory Employer’s business to a non-signatory company unless the purpose is to evade this Agreement. Corporate reorganizations by the signatory Employer, occurring during the term of this Agreement, shall not relieve the signatory Employer or the re-organized Employer of the obligations of this Agreement during its term. The Employer shall give notice of the existence of this Agreement to any purchaser, transferee, lessee, assignee, or other entity involved in the sale, merger, consolidation, acquisition, transfer, spin-off, lease or other transaction by which the operation covered by this Agreement or any part thereof may be transferred. Such notice shall be in writing, with a copy to the Local Union, at the time the seller, transferee or lessor makes the purchase and sale negotiation known to the public or executes a contract or transaction as herein described, whichever first occurs. The Local Union shall also be advised of the exact nature of the transaction, not including financial details. This Article does not apply to business transactions where the Company is simply selling, leasing, subleasing, assigning or otherwise transferring to a non-affiliated third (3rd) party facilities, vehicles, equipment or other assets previously used in its business, but is not transferring to such party any of the work of bargaining unit employees, and where such work will continue to be performed by bargaining unit members using other facilities, vehicles, equipment or other assets as the Employer in its discretion deems most efficient and appropriate for the operation of its business.

Transfer of Employer Title and Interest. The Employer’s obligations under this Agreement and the Supplements supplements hereto shall be binding upon its successors, administrators, executors and assigns. The Employer agrees that the obligations of this Agreement shall be included in the agreement of sale, transfer or assignment of the business. In the event an entire active or inactive operation, or a portion thereof, are sold, leased, transferred or taken over by sale, transfer, lease, assignment, receivership or bankruptcy proceedings, such operation shall continue to be subject to the terms and conditions of this Agreement for the life thereof. Transactions covered by this provision include stock sales or exchanges, mergers, consolidations, spin- offs or any other method by which a business is transferred. It is understood by this Section that the signatory Employer shall not sell, lease or transfer such business to a third (3rd) party to evade this Agreement. In the event the Employer fails to require the purchaser, transferee, or lessee to assume the obligations of this Agreement, as set forth above, the Employer (including partners thereof) shall be liable to the Local Union(s) and to the employees covered for all damages sustained as a result of such failure to require the assumption of the terms of this Agreement until its expiration date, but shall not be liable after the purchaser, the transferee or lessee has agreed to assume the obligations of this Agreement. The obligations set forth above shall not apply in the event of the sale, lease or transfer of a portion of the Employer’s business comprising less than all of the signatory Employer’s business to a non-signatory company unless the purpose is to evade this Agreement. Corporate reorganizations by the signatory Employer, occurring during the term of this Agreement, shall not relieve the signatory Employer or the re-organized Employer of the obligations of this Agreement during its term. The Employer shall give notice of the existence of this Agreement to any purchaser, transferee, lessee, assignee, or other entity involved in the sale, merger, consolidation, acquisition, transfer, spin-off, lease or other transaction by which the operation covered by this Agreement or any part thereof may be transferred. Such notice shall be in writing, with a copy to the Local Union, at the time the seller, transferee transferor or lessor makes the purchase and sale negotiation known to the public or executes a contract or transaction as herein described, whichever first occurs. The Local Union shall also be advised of the exact nature of the transaction, not including financial details. This Article does not apply to business transactions where the Company is simply selling, leasing, subleasing, assigning or otherwise transferring to a non-affiliated third (3rd) party facilities, vehicles, equipment or other assets previously used in its business, but is not transferring to such party any of the work of bargaining unit employees, and where such work will continue to be performed by bargaining unit members using other facilities, vehicles, equipment or other assets as the Employer in its discretion deems most efficient and appropriate for the operation of its business.

Transfer of Employer Title and Interest. The Employer’s 's obligations under this Agreement and the Supplements hereto shall be binding upon its successors, administrators, executors and assigns. The Employer agrees that the obligations of this Agreement shall be included in the agreement of sale, transfer or assignment of the business. In the event an entire active or inactive operation, or a portion thereof, are sold, leased, transferred or taken over by sale, transfer, lease, assignment, receivership or bankruptcy proceedingspro- ceedings, such operation shall continue to be subject to the I _.. - 163580 DHL Master I ~, .- ... , ... 2/25/09 12:47 PM Page 2 --~-- -"t;- MAS terms and conditions of this Agreement for the life thereof. Transactions covered by this provision include stock sales or exchanges, mergers, consolidations, spin- offs spin-xxXx or any other method by which a business is transferred. It is understood by this Section that the signatory Employer shall not sell, lease or transfer such business to a third (3rd) party to evade this Agreement. In the event the Employer fails to require the purchaser, transferee, or lessee to assume the obligations of this Agreement, as set forth above, the Employer (including partners thereofthereot) shall be liable to the Local Union(s) and to the employees covered for all damages sustained as a result of such failure to require the assumption of the terms of this Agreement until its expiration date, but shall not be liable after the purchaser, the transferee or lessee has agreed to assume the obligations of this Agreement. The obligations set forth above shall not apply in the event of the sale, lease or transfer of a portion of the Employer’s 's business comprising less than all of the signatory Employer’s 's business to a non-signatory company unless the purpose is to evade this Agreement. Corporate reorganizations by the signatory Employer, occurring during the term of this Agreement, shall not relieve the signatory Employer or the re-organized Employer of the obligations of this Agreement during its term. The Employer shall give notice of the existence of this Agreement to any purchaser, transferee, lessee, assignee, or other entity involved in the sale, merger, consolidation, acquisition, transfer, spin-off, lease or other transaction by which the operation covered by this Agreement or any part thereof may be transferred. Such notice shall be in writing, with a copy to the Local Union, at the time the seller, transferee or lessor makes the purchase and sale negotiation known to the public or executes a contract or transaction as herein described, whichever first occurs. The Local Union shall also be advised of the exact nature of the transaction, not including financial details. This Article does not apply to business transactions where the Company is simply selling, leasing, subleasing, assigning or otherwise transferring to a non-affiliated third (3rd) party facilities, vehicles, equipment or other assets previously used in its business, but is not transferring to such party any of the work of bargaining unit employees, and where such work will continue to be performed by bargaining unit members using other facilities, vehicles, equipment or other assets as the Employer in its discretion deems most efficient and appropriate for the operation of its business.