Additional Employee Matters. The information contained in Section 4.3 is true and complete. Each Employee’s employment for any Seller is “at-will.” Sellers have no obligation to pay any Employee any severance or similar payments. No Seller is a party to or bound by any collective bargaining agreement and no collective bargaining agreement covering any Seller’s employees is currently being negotiated. To the best knowledge of any of Sellers or Members, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employees of any of Sellers. There is no, and since January 1, 2000 there has been no, work stoppage, strike, slowdown, picketing or other labor disturbance or controversy by or with respect to any Seller’s employees or former employees. In addition, no dispute with or claim against any Seller relating to any labor or employment matter including employment practices, discrimination, terms and conditions of employment, or wages and hours is outstanding or, to the best of any Seller’s or any Member’s knowledge, is threatened. There is no claim or petition pending before, and at no time since January 1, 2000 has there been, any claim or petition made to, any governmental or regulatory authority including the National Labor Relations Board or the Equal Employment Opportunity Commission against any of Sellers with respect to any labor or employment matter, except as set forth on Schedule 5.23.
Additional Employee Matters. Schedule 6.11 attached contains a true and complete list of all bonus, deferred compensation, severance, profit, pension, retirement, health, medical or life insurance plans or programs or other employee benefit plans or programs, if any, maintained or contributed to by RCF or any RCF Subsidiary (collectively, the "Benefit Plans"). The RCF Shareholders have delivered to Mackie, or made available to Mackie for inspection, true and complete copies of all documents comprising or relating to the Benefit Plans. Except as identified on Schedule 6.11, neither RCF nor any RCF Subsidiary maintains or contributes to, and never has maintained or contributed to, an employee benefit plan or program. Each Benefit Plan is in material compliance with all applicable laws and regulations. All liabilities with respect to any Benefit Plan are accurately reflected in the RCF Financials, or will be accurately reflected in the Approved RCF Financials. To the best of the RCF Shareholders' knowledge, there are no unfunded liabilities with respect to any such Benefit Plan;
Additional Employee Matters. Fully vest accrued benefits related to all of the "benefit liabilities" (as defined in ERISA ss. 4001(a)(16)) ("Benefit Liabilities") as of the Effective Date under each Big Rivers Qualified Plan with respect to all Transferred Employees who have been hired by WKEC or its Affiliates as of the Effective Date, cause the Big Rivers Qualified Plans to be funded so that the assets of such plans are sufficient to provide all Benefit Liabilities under such plans with respect to each participant and each beneficiary of a deceased participant under such plans.
Additional Employee Matters. Set forth on Schedule 4.15 is a list of each employee of Seller and each qualified beneficiary of an employee of Seller who has incurred a qualifying event and has elected, or is eligible to elect, continuation coverage under Seller's group health plan pursuant to section 4980B of the IRC and section 601 et seq. of ERISA. Further set forth on Schedule 4.15 is a list of each employee of Seller and each qualified beneficiary of an employee of Seller who, as a result of the transactions contemplated herein, will incur a qualifying event and will be eligible to elect continuation coverage pursuant to section 4980B of the IRC and section 601 et seq. of ERISA. Also set forth on Schedule 4.15 is a list of each employee of Seller who has requested or is on a leave of absence pursuant to the provisions of the Family and Medical Leave Act.
Additional Employee Matters. Set forth on Schedule 6.14, solely with respect to the operation of the Business, is a list of each employee of Seller and each qualified beneficiary of an employee of Seller who has incurred a qualifying event and has elected, or is eligible to elect, continuation coverage under Seller’s group health plan pursuant to section 4980B of the IRC and section 601 et seq. of ERISA. Further set forth on Schedule 6.14 , solely with respect to the operation of the Business, is a list of each employee of Seller and each qualified beneficiary of an employee of Seller who, as a result of the transactions contemplated herein, will incur a qualifying event and will be eligible to elect continuation coverage pursuant to section 4980B of the IRC and section 601 et seq. of ERISA.
Additional Employee Matters. (a) Schedule 6.3.3(a) attached contains a true and complete list of all bonus, deferred compensation, vacation, incentive compensation, stock option, disability, severance, profit, pension, retirement, health, medical or life insurance plans or programs or other employee benefit plans or programs maintained or contributed to by EAW or any Affiliate of EAW, whether or not subject to the Employee Retirement Income Security Act ("ERISA") (collectively, the "Benefit Plans"). Sellers have delivered to Mackie, or made available to Mackie for inspection, true and complete copies of all documents comprising or relating to the Benefit Plans, including, but not limited to, all plan documents, summary plan descriptions, and reports, returns or other filings with all applicable governmental agencies. Except as identified on Schedule 6.3.3(a), neither EAW nor any of its Affiliates maintains or contributes to, and never has maintained or contributed to, an employee benefit plan or program that is a defined benefit plan in Sections 3(35) and 3(37) of ERISA;
(b) Each Benefit Plan is in material compliance with all applicable laws and regulations. No prohibited transactions, as such term is defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended ("Code"), has occurred with respect to any Benefit Plan. All liabilities with respect to any Benefit Plan are accurately reflected in the Financial Statements, and there are no unfunded liabilities, known or unknown, present or future, with respect to any such Benefit Plan. Any Benefit Plan which is intended to be "qualified" under Section 401(a) of the Code has received favorable determination letters from the Internal Revenue Service evidencing its qualified status, and nothing has occurred to jeopardize such qualified status other than changes to the laws and regulations applicable to the Benefit Plans which require, among other things, that EAW or its Affiliates, as the case may be, make certain amendments to such Benefit Plans in a timely manner. All contributions required with respect to any Benefit Plan for any period ending prior to the date hereof have been timely made and fully paid. All reports and summary plan descriptions have been properly prepared, timely filed and properly distributed;
(c) Neither EAW nor any of its Affiliates has ever been obligated to contribute to any "multiemployer plan," as such term is defined in Section 3(37) of ERISA. Neither EAW nor any of its Affili...
Additional Employee Matters. 42 ARTICLE V ADDITIONAL COVENANTS OF PURCHASER
Additional Employee Matters. (a) The Company shall use its reasonable best efforts to cause each employee (each, a "Group 1 Employee") of the Company set forth on Section 4.12(a) of the Company Disclosure Schedule to enter into an Amended and Restated Change of Control Agreement in the form included in Section 4.12(a) of the Com- pany Disclosure Schedule (the "Group 1 Severance Agreement").
(b) The Company shall use its reasonable best efforts to cause each employee (each, a "Group 2 Employee") of the Company set forth on Section 4.12(b) of the Company Disclosure Schedule to enter into a Severance Agreement in the form included in Section 4.12(b) of the Company Disclosure Schedule (the "Group 2 Severance Agreement").
(c) The Company shall use its reasonable best efforts to cause each employee (each, a "Group 3 Employee") of the Company set forth on Section 4.12(c) of the Company Disclosure Schedule to enter into a Severance Agreement in the form included in Section 4.12(c) of the Company Disclosure Schedule (the "Group 3 Severance Agreement").
(d) The Company shall use its reasonable best efforts to cause each employee (each, a "Group 4 Employee") of the Company set forth on Section 4.12(d) of the Company Disclosure Schedule to enter into a Relocation Agreement in the form included in Section 4.12(d) of the Company Disclosure Schedule (the "Group 4 Severance Agreement" and, together with the Group 1 Severance Agree- ment, the Group 2 Severance Agreement and the Group 3 Severance Agreement, the "Severance Agreements"); provided, however, that the Company may, after the offer to and rejection by a Group 4 Employee of a Group 4 Severance Agreement, offer such Group 4 Employee a Group 3 Severance Agreement.
(e) For purposes of this Agreement, the term "Designated Severance Agreement" means, with respect to any employee of the Company, the form of Severance Agreement that this Section 4.12 designates with respect to such employee.
Additional Employee Matters. Set forth on Schedule 4.15 is a list of each employee of Seller and each qualified beneficiary of an employee of Seller who has incurred a qualifying event and has elected, or is eligible to elect, continuation coverage under Seller’s group health plan. Further set forth on Schedule 4.15 is a list of each employee of Seller and each qualified beneficiary of an employee of Seller who, as a result of the transactions contemplated herein, will incur a qualifying event and will be eligible to elect continuation coverage under Seller’s group health plan. Also set forth on Schedule 4.15 is a list of each employee of Seller who has requested or is on a leave of absence pursuant to the provisions of the Family and Medical Leave Act (“FMLA”), or has submitted a request for leave under the FMLA which will commence after the Closing Date.
Additional Employee Matters. The information contained in Schedule 8.1 is true and complete. Except as set forth on Schedule 5.21, Each Employee’s employment for Seller is “at-will.” Except as set forth on Schedule 5.21, Seller has no obligation to pay any Employee any severance or similar payments, except as expressly provided in the Transaction Documents. Seller is not a party to or bound by any collective bargaining agreement and no collective bargaining agreement covering Seller’s employees is currently being negotiated. In addition, no material dispute with or claim against Seller relating to any labor or employment matter including employment practices, discrimination, terms and conditions of employment, or wages and hours is pending or, to the best of Seller’s knowledge, is threatened. To the best of Seller’s knowledge, there is no claim or petition pending before, and at no time since January 1, 2013 has there been, any claim or petition made to, any governmental or regulatory authority including, but not limited to, the Equal Employment Opportunity Commission, against Seller with respect to any labor or employment matter, except as set forth on Schedule 5.21. All individuals who are performing or who have performed consulting services since January 1, 2013 have been in all material respects correctly classified by Seller as employees or independent contractors, as the case may be.
