Common use of Union Contracts Clause in Contracts

Union Contracts. (a) As of the Closing Date, Purchaser or one of its Affiliates shall, or shall cause the Company Group to, honor and assume and agree to be bound by the Union Contracts identified in Section 2.11 of the Disclosure Schedule (other than the Union Contract identified in Section 2.11(y)(a)(i)(5) of the Disclosure Schedule) (including the obligation to honor the terms and conditions thereof and any obligations thereunder requiring a successor to recognize a particular labor union as authorized representative or authorized bargaining agent of an employee group or for any other purpose and including any obligation to contribute to a Multiemployer Plan). As of the Closing Date, Purchaser and its Affiliates shall be the “employer” for purposes of each such Union Contract and Purchaser and its Affiliates shall have sole responsibility for all Liabilities, obligations and commitments arising under the Union Contracts, and shall indemnify and hold harmless Seller and its Affiliates with respect to the Union Contracts. Notwithstanding any other provision of this Article X, from and after the Closing Date (or, if later, the applicable Transfer Date), any Union Employee shall continue to be governed by the applicable Union Contract covering such employee until such Union Contract expires, terminates or is modified in accordance with its terms and applicable Law. Prior to the Closing Date, Seller or one if its Affiliates shall take reasonably necessary actions to cause the Union Contract between JBT Corporation and Eastern Millwright Regional Council, Millwright Local Union No. 219 to be transferred and assigned to a member of the Company Group. (b) Following the HR TSA End Date (or, if later, the applicable Transfer Date), any employee benefit that is required pursuant to any Union Contract, but excluding, for the avoidance of doubt, (i) employee benefits under any Multiemployer Plans and (ii) any obligation to provide early retirement subsidies as contemplated by Section 10.11 of this Agreement, shall instead be provided pursuant to an employee benefit plan maintained by Purchaser or one of its Affiliates, subject to the results of any “effects” bargaining obligations. (c) Purchaser and Seller shall, and shall cause their respective Affiliates to, render full good faith cooperation to the other Party and its Affiliates in providing in a timely manner all information required by Law or reasonably requested by applicable labor unions and employee representatives with respect to (i) Purchaser and Seller and their respective Affiliates, (ii) the sale of the Company, (iii) notifying, consulting with, or negotiating the effect, impact, terms or timing of the transactions and the effects of the transaction on the Union Employees and (iv) the compensation and benefits to be provided to Union Employees following the HR TSA End Date (or, if later, the applicable Transfer Date). In addition, Purchaser and Seller shall, and shall cause their respective Affiliates to, provide the other Party and its Affiliates with any other information that may be reasonably required by applicable Law or any Union Contract to respond to any reasonable questions posed by labor unions or employee representatives. Purchaser shall, and shall cause its Affiliates to, render full good faith cooperation to Seller and its Affiliates, and Seller shall render full cooperation to Purchaser and its Affiliates, in each case in any negotiations with unions or employee representatives that are required or initiated to accomplish the transactions contemplated by this Agreement. SECTION 10.09 401(k)

Union Contracts. (a) As of the Closing Date, Purchaser or one of its Affiliates shall, shall or shall cause the Company Group toto comply with, honor and assume and agree to be bound by the terms (as applicable) of the Union Contracts identified in Section 2.11 2.12 of the Disclosure Schedule (other than the Union Contract identified in Section 2.11(y)(a)(i)(5) as of the Disclosure Schedule) Closing Date (including the obligation to honor comply with the terms and conditions thereof and any obligations thereunder requiring a successor to recognize a particular labor union as authorized representative or authorized bargaining agent of an employee group or for any other purpose and including any obligation to contribute to a Multiemployer Planpurpose). As of the Closing Date, Purchaser and or its Affiliates (including, after Closing, the Company Group) shall be deemed the “employer” for purposes of interpretation of each such Union Contract and Purchaser and its Affiliates shall (i) have sole responsibility for and (ii) indemnify and hold harmless Seller and its Affiliates with respect to, all Liabilities, obligations and commitments arising under the Union Contracts, and shall indemnify and hold harmless Seller and its Affiliates with respect to all such Liabilities, obligations and commitments arising under the Union Contracts. Notwithstanding any other provision of this Article XIX, from and after the Closing Date (or, if later, the applicable Transfer Date), any Transferred Employee whose terms and conditions of employment are covered by a Union Employee Contract shall continue to be governed by the applicable such Union Contract covering such employee until such Union Contract expires, terminates or is modified in accordance with its terms and applicable Law. Prior to the Closing Date, Seller or one if its Affiliates shall take reasonably necessary actions to cause the Union Contract between JBT Corporation and Eastern Millwright Regional Council, Millwright Local Union No. 219 to be transferred and assigned to a member of the Company Group. (b) Following the HR TSA End Date (orClosing, if later, subject to the applicable Transfer Date)terms of the Transition Services Agreement, any employee benefit that is required provided to a Business Employee pursuant to any Union ContractContract (except as specifically provided in this Article IX, but excluding, for other than in respect of benefits accrued and vested as of the avoidance of doubt, (i) employee benefits Closing under any Multiemployer Plans and (iiBenefit Plan) any obligation to provide early retirement subsidies as contemplated by Section 10.11 of this Agreement, shall instead be provided in a comparable manner to a Business Employee pursuant to an employee benefit plan maintained by Purchaser or one of its Affiliates, subject to the results of any “effects” bargaining obligationsAffiliates or provided through a PEO. (c) The Parties acknowledge that the Transactions and the steps set out in the Company Internal Reorganization will trigger certain legal obligations to inform or consult with Business Employees or employee representative bodies. Seller shall comply and shall procure that any of its applicable Affiliates (including, prior to the Closing, the Company Group) complies in all material respects, with all applicable information and consultation obligations arising out of or in connection with the Transactions and the steps set out in the Company Internal Reorganization, to the extent required by applicable Law or Contract. Without limiting the foregoing and subject to Purchaser’s obligations under this Section 9.10(c), Seller and its Affiliates shall ensure that all applicable information and consultation obligations required in respect of the Transactions and the steps set out in the Company Internal Reorganization are completed in all material respects within the statutorily required timeframes. Seller and its Affiliates shall indemnify Purchaser, the members of the Company Group and each of their respective Affiliates against any and all Losses arising out of or related to any failure by Seller or any of its Affiliates to comply with any applicable information and consultation obligations described in this Section 9.10(c) in respect of (A) the Transactions and (B) the steps set out in the Company Internal Reorganization, the Global Separation Agreement and each other Company Internal Reorganization Document, including any failure to complete such obligations in all material respects, in each case subject to Purchaser and Seller fulfilling its obligations under this Section 9.10(c). Purchaser shall, and shall cause their respective its Affiliates to, render full good faith cooperation to the other Party Seller and its Affiliates in providing in a timely manner due time all information required by Law or reasonably requested by applicable labor unions and employee representatives with respect to (i) Purchaser and Seller and their respective its Affiliates, (ii) the sale of the CompanyCompany Group and the Business, (iii) notifying, consulting with, or negotiating the effect, impact, terms or timing of the transactions and the effects of the transaction on in relation to the Union Business Employees and (iv) the compensation and benefits to be provided to Union Transferred Employees following the HR TSA End Date (or, if later, the applicable Transfer Date)Closing. In addition, Purchaser and Seller shall, and shall cause their respective its Affiliates to, provide the other Party Seller and its Affiliates with any other information that may be reasonably required by applicable Law or any Union Contract to respond to any reasonable questions posed by employees, labor unions unions, employee representatives or employee representativesany other Persons with respect to the Transactions. Purchaser shall, and shall cause its Affiliates to, render full good faith cooperation to Seller and its Affiliates, and Seller shall render full cooperation to Purchaser and its Affiliates, in each case case, in any negotiations with unions or employee representatives with respect to the Business Employees or the Transactions that are reasonably required or initiated to accomplish the transactions contemplated by this Agreement. SECTION 10.09 401(k)Transactions.

Union Contracts. (a) As of the Closing Date, Each applicable Purchaser or one of its Affiliates shall, or shall cause the Company members of the Acquired Group to, honor and assume and agree to be bound by the Union Contracts identified in Section 2.11 of the Disclosure Schedule (other than the Union Contract identified in Section 2.11(y)(a)(i)(5) of the Disclosure Schedule) (including the obligation to honor the terms and conditions thereof and any obligations thereunder requiring a successor to recognize a particular labor union as authorized representative or authorized bargaining agent of an employee group or for any other purpose and including any obligation to contribute to a Multiemployer Planpurpose). As of the Initial Closing Date (or, if later, the applicable Transfer Date), each applicable Purchaser and its Affiliates shall be the “employer” for purposes of each such Union Contract and such Purchaser and its Affiliates shall have sole responsibility for all Liabilities, obligations and commitments arising under the Union Contracts, whether arising before, on or after the Initial Closing Date (or, if later, the applicable Transfer Date), and shall indemnify and hold harmless Seller and its Affiliates with respect to the Union ContractsContracts and any such Liabilities, obligations and commitments. Notwithstanding any other provision of this Article XIX, from and after the Initial Closing Date (or, if later, the applicable Transfer Date), any Union Employee shall continue to be governed by the applicable Union Contract covering such employee until such Union Contract expires, terminates or is modified in accordance with its terms and applicable Law. Prior to the Closing Date, Seller or one if its Affiliates shall take reasonably necessary actions to cause the Union Contract between JBT Corporation and Eastern Millwright Regional Council, Millwright Local Union No. 219 to be transferred and assigned to a member of the Company Group. (b) Following the HR TSA End Initial Closing Date (or, if later, the applicable Transfer Date), any employee benefit that is required pursuant to any Union Contract, but excluding, for the avoidance of doubt, Contract that is provided under a Benefit Plan sponsored by Seller or its Affiliates (iother than an Assumed Benefit Plan or an Acquired Group Benefit Plan) employee benefits under any Multiemployer Plans and (ii) any obligation to provide early retirement subsidies as contemplated by Section 10.11 of this Agreement, shall instead be provided pursuant to an employee benefit plan maintained by each applicable Purchaser or one of its Affiliates, subject to the results of any “effects” bargaining obligations. (c) Each applicable Purchaser and Seller shall, and shall cause their respective its Affiliates to, render full reasonably cooperate in good faith cooperation with any information or consultation obligation required to the other Party and its Affiliates in providing in a timely manner all information required be completed by Law or reasonably requested by applicable labor unions and employee representatives Union Contract with respect to (i) Purchaser and Seller and their respective Affiliates, (ii) the sale of the Company, (iii) notifying, consulting with, transactions contemplated by this Agreement or negotiating the effect, impact, terms or timing any consequences of the transactions contemplated by this Agreement, including by providing all documents and the effects information necessary to complete such information and/or consultation obligations within five (5) Business Days of the transaction on the Union Employees and Seller’s request, unless Seller consents otherwise (iv) the compensation and benefits such consent not to be provided to Union Employees following the HR TSA End Date (or, if later, the applicable Transfer Dateunreasonably withheld). In addition, each applicable Purchaser and Seller shall, and shall cause their respective its Affiliates to, timely provide the other Party and its Affiliates Seller with any other information that may be reasonably required by applicable Law or any Union Contract to respond to any reasonable questions posed by labor unions unions, works council or other employee representativesrepresentatives of Business Employees, Former Business Employees or other current or former employees of any member of the Acquired Group. Each applicable Purchaser shall, and shall cause its Affiliates to, render full reasonable cooperation in good faith cooperation to Seller and its Affiliates, and Seller shall render full cooperation to Purchaser and its Affiliates, in each case Affiliates in any negotiations with unions labor unions, works council or other employee representatives that are required or initiated to accomplish the transactions contemplated by this Agreement. SECTION 10.09 401(k)Seller shall control all communications with Business Employees and any labor union, works council or other employee representative of Business Employees through the Initial Closing Date.

Union Contracts. (a) As of the Closing Date, Purchaser or one of its Affiliates shall, or shall cause the Company Group to, honor and assume and agree to be bound by the Union Contracts identified in Section 2.11 of the Disclosure Schedule (other than the Union Contract identified in Section 2.11(y)(a)(i)(5) of the Disclosure Schedule) (including the obligation to honor the terms and conditions thereof and any obligations thereunder requiring a successor to recognize a particular labor union as authorized representative or authorized bargaining agent of an employee group or for any other purpose and including any obligation to contribute to a Multiemployer Plan). As of the Closing Date, Purchaser and its Affiliates shall be the “employer” for purposes of each such Union Contract and Purchaser and its Affiliates shall have sole responsibility for all Liabilities, obligations and commitments arising under the Union Contracts, and shall indemnify and hold harmless Seller and its Affiliates with respect to the Union Contracts. Notwithstanding any other provision of this Article X, from and after the Closing Date (or, if later, the applicable Transfer Date), any Union Employee shall continue to be governed by the applicable Union Contract covering such employee until such Union Contract expires, terminates or is modified in accordance with its terms and applicable Law. Prior to the Closing Date, Seller or one if its Affiliates shall take reasonably necessary actions to cause the Union Contract between JBT Corporation and Eastern Millwright Regional Council, Millwright Local Union No. 219 to be transferred and assigned to a member of the Company Group. (b) Following the HR TSA End Date (or, if later, the applicable Transfer Date), any employee benefit that is required pursuant to any Union Contract, but excluding, for the avoidance of doubt, (i) employee benefits under any Multiemployer Plans and (ii) any obligation to provide early retirement subsidies as contemplated by Section 10.11 of this Agreement, shall instead be provided pursuant to an employee benefit plan maintained by Purchaser or one of its Affiliates, subject to the results of any “effects” bargaining obligations. (c) Purchaser and Seller shall, and shall cause their respective Affiliates to, render full good faith cooperation to the other Party and its Affiliates in providing in a timely manner all information required by Law or reasonably requested by applicable labor unions and employee representatives with respect to (i) Purchaser and Seller and their respective Affiliates, (ii) the sale of the Company, (iii) notifying, consulting with, or negotiating the effect, impact, terms or timing of the transactions and the effects of the transaction on the Union Employees and (iv) the compensation and benefits to be provided to Union Employees following the HR TSA End Date (or, if later, the applicable Transfer Date). In addition, Purchaser and Seller shall, and shall cause their respective Affiliates to, provide the other Party and its Affiliates with any other information that may be reasonably required by applicable Law or any Union Contract to respond to any reasonable questions posed by labor unions or employee representatives. Purchaser shall, and shall cause its Affiliates to, render full good faith cooperation to Seller and its Affiliates, and Seller shall render full cooperation to Purchaser and its Affiliates, in each case in any negotiations with unions or employee representatives that are required or initiated to accomplish the transactions contemplated by this Agreement. SECTION 10.09 401(k).