Common use of Represented Employees Clause in Contracts

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. 21.2.1 Purchaser shall offer, (a) In furtherance of and not in accordance with the terms limitation of the Collective Bargaining Agreementsobligations and liabilities of Buyer set forth in Section 8.4.1, regularupon the earlier of the Non-License Transfer or the Closing, full-time employment to all regular, full-time Represented Employees Buyer shall: (i) recognize the unions 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, labor organizations which are listed on parties to the collective bargaining agreements set forth in Schedule 21.2.2 3.17.1; ("COLLECTIVE BARGAINING AGREEMENTS"), between Seller and ii) employ all active employees of the unions identified in items 1-5 of Schedule 21.2.2 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 "UNIONS"Benefit Plans of Sellers in effect as of the date hereof to the extent required by such collective bargaining agreements; and (iv) andnegotiate 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. (b) Upon the earlier of the Non-License Transfer or the Closing, Sellers shall assign to Buyer, and Buyer shall assume the collective bargaining agreements listed in Schedule 3.17.1, including, without limitation, all obligations, if any, to provide severance benefits in connection with contractor activities at the Pittsburg Coke Terminaltermination after the Transfer Date of any Represented Employee. Such assignment and assumption shall not obligate Buyer to assume any Benefit Plans of Sellers. Except for any Liabilities of Sellers with respect to unused sick leave or unused vacation (which Buyer expressly assumes), 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 Buyer shall not be required responsible for any Liabilities of Sellers under any collective bargaining agreement listed in Schedule 3.17.1, which arose on or prior to continue the existing Transfer Date, including, without limitation, any Liabilities for wages and any Benefit Plans of Seller. (c) Sellers agree to cooperate with Buyer in arranging for such meetings as Buyer may reasonably request with the collective bargaining representatives of the employees of Sellers to discuss the implementation of employee benefits plans, policies and arrangements of Buyer; provided, however, that any such meeting (as set out on Schedule 21.2.2i) ("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 prior written approval of any third-party plan providers. Purchaser Sellers upon reasonable notice to Sellers, and (ii) shall make every reasonable effort to obtain not unreasonably disrupt the approval personnel or operations of all third party plan providers for participation in such plans by said Employees. Purchaser also agrees to be bound by Sellers or the other collective bargaining agreements referenced in Schedule 21.2.2 in connection with contractor activities at the Pittsburg Coke TerminalStation.

Represented Employees. 21.2.1 Purchaser shall offer, (a) In furtherance of and not in accordance with the terms limitation of the Collective Bargaining Agreementsobligations and liabilities of Buyer set forth in Section 8.4.1, regularupon consummation of the Closing hereunder, full-time employment to all regular, full-time Represented Employees Buyer shall: (i) recognize the unions 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, labor organizations which are listed on parties to the collective bargaining agreements set forth in Schedule 21.2.2 3.17.1; ("COLLECTIVE BARGAINING AGREEMENTS"), between Seller and ii) employ all active employees of the unions identified in items 1-5 of Schedule 21.2.2 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 "UNIONS"Benefit Plans of Sellers in effect as of the date hereof and as required by such collective bargaining agreements; and (iv) andnegotiate 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. (b) Upon consummation of the Closing hereunder, Sellers shall assign to Buyer, and Buyer shall assume the collective bargaining agreements listed in Schedule 3. 17.1. including, without limitation, all obligations, if any, to provide severance benefits in connection with contractor activities at the Pittsburg Coke Terminaltermination after the Closing Date of any Represented Employee. Such assignment and assumption shall not - 31 - 39 obligate Buyer to assume any Benefit Plans of Sellers. Except for any Liabilities of Sellers with respect to unused sick leave or unused vacation (which Buyer expressly assumes), Buyer shall not be responsible for any Liabilities of Sellers under the other collective bargaining agreement listed in Schedule 3.17.1, which arose on or prior to the consummation of the Closing, including, without limitation, any Liabilities for wages and any Benefit Plans of Seller. (c) The Seller agrees to cooperate with Buyer in arranging for such meetings as Buyer may reasonably request with the collective bargaining representatives of the employees of Seller to discuss Buyer's assumption of the collective bargaining agreements referenced listed 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 3.17.1 and the Unions and except that Purchaser shall not be required to continue the existing implementation of employee benefits plans, policies and arrangements of the Buyer; provided, however, that any such meeting (as set out on Schedule 21.2.2i) ("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 prior written approval of Seller upon reasonable notice to Seller, and (ii) shall not unreasonably disrupt the personnel or operations of the applicable benefit plans and further subject to Seller or 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 TerminalStation.

Represented Employees. 21.2.1 Purchaser shall offer, (a) In furtherance of and not in accordance with the terms limitation of the Collective Bargaining Agreementsobligations and liabilities of Buyer set forth in Section 8.4.1, regularupon consummation of the Closing hereunder, full-time employment to all regular, full-time Represented Employees Buyer shall: (i) recognize the unions 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, labor organizations which are listed on parties to the collective bargaining agreements set forth in Schedule 21.2.2 3.17.1; ("COLLECTIVE BARGAINING AGREEMENTS"), between Seller and ii) employ all active employees of the unions identified in items 1-5 of Schedule 21.2.2 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 "UNIONS"Benefit Plans of Sellers in effect as of the date hereof and as required by such collective bargaining agreements; and (iv) andnegotiate 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. (b) Upon consummation of the Closing hereunder, Sellers shall assign to Buyer, and Buyer shall assume the collective bargaining agreements listed in Schedule 3.17.1, including, without limitation, all obligations, if any, to provide severance benefits in connection with contractor activities at the Pittsburg Coke Terminaltermination after the Closing Date of any Represented Employee. Such assignment and assumption shall not obligate Buyer to assume any Benefit Plans of Sellers. Except for any Liabilities of Sellers with respect to unused sick leave or unused vacation (which Buyer expressly assumes), Buyer shall not be responsible for any Liabilities of Sellers under the other collective bargaining agreement listed in Schedule 3.17.1, which arose on or prior to the consummation of the Closing, including, without limitation, any Liabilities for wages and any Benefit Plans of Seller. (c) The Seller agrees to cooperate with Buyer in arranging for such meetings as Buyer may reasonably request with the collective bargaining representatives of the employees of Seller to discuss Buyer's assumption of the collective bargaining agreements referenced listed 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 3.17.1 and the Unions and except that Purchaser shall not be required to continue the existing implementation of employee benefits plans, policies and arrangements of the Buyer; provided, however, that any such meeting (as set out on Schedule 21.2.2i) ("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 prior written approval of Seller upon reasonable notice to Seller, and (ii) shall not unreasonably disrupt the personnel or operations of the applicable benefit plans and further subject to Seller or 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 TerminalStation.