Agreements Regarding Employees. Real Media is not a party to or bound by any collective bargaining or similar labor agreement and is not aware of efforts or actions by any employees to organize or join a labor union or similar organization for collective bargaining purposes. Real Media is in compliance in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, terms and conditions of employment and wage and hour restrictions. Real Media is not a party to or bound by any agreement, arrangement or understanding with any current or former employee or consultant that cannot be terminated by Real Media on notice of sixty (60) days or less without material liability to it. Set forth on Schedule 3.1.14 is a list of all employees of Real Media and their cash compensation as of the date of this Agreement. No senior officer or key employee or group thereof has notified Real Media that he, she or they intend to terminate his, her or their employment with Real Media, and Real Media does not have a present intention to terminate any senior officer or key employee or group thereof. There are no existing or threatened disputes involving the current or former employees of Real Media.
Agreements Regarding Employees. The following provisions will apply with respect to the services provided to Journey by the Assigned Employees.
(a) The Assigned Employees will remain employees of FBIO, and FBIO will be responsible for payment of all employment-related compensation, including any wages, salary, overtime compensation, bonuses, or any other type of remuneration for employment. FBIO will also be responsible for withholding taxes as required by applicable federal, state, or local law, and for payment of applicable employment taxes and unemployment contributions. FBIO will provide workers compensation coverage as required by law for the Assigned Employees. FBIO will provide employee benefits for the Assigned Employees (including but not limited to health, life, and disability insurance, vacation and holiday pay, and retirement benefits) to the extent required by law and in accordance with its applicable policies.
(b) Journey will have the authority to supervise the Assigned Employees and direct and control the day-to-day activities of the Assigned Employees while providing services to Journey hereunder. Without limiting the foregoing, Journey will have the right to control the Assigned Employees’ conduct as necessary to ensure safety and security and to prevent fraud, misconduct, conflict of interest, gross neglect of duty or other unprofessional or unethical conduct in connection with the services provided hereunder.
(c) Journey will use reasonable efforts to provide the Assigned Employees with safe working conditions, and will require the Assigned Employees to comply with reasonable safety rules and procedures applicable to Journey’s own employees. Journey will cooperate with FBIO’s workers’ compensation carrier and liability insurance carrier with regard to any claims made with respect to the Assigned Employees.
(d) The Parties agree that all personnel services shall be performed: (i) in a prudent and efficient manner, (ii) in all material respects in accordance with all applicable laws, regulations, codes, permits and licenses; and (iii) in accordance with the standard business practices and procedures utilized by each Party in its own business.
Agreements Regarding Employees. 20 2.20 Absence of Defaults............................................... 21 2.21
Agreements Regarding Employees. Except as set forth in schedule 4.17, the Company is not a party to or bound by any fringe benefit or other non-cash compensation plan, or any pension, thrift, annuity, retirement, savings, profit sharing or deferred compensation plan or agreement, or any bonus, vacation, holiday, sick leave, group insurance, health or other personal insurance or other incentive or benefit agreement, plan or arrangement. Except as set forth on schedule 4.17, the Company does not have any severance policy and no employee of the Company is entitled to any severance payment, either by law or by agreement, upon the termination of his or her employment. Except as set forth on schedule 4.17, no employee of the Company is represented by any union or other collective bargaining agent and there are no collective bargaining or other labor agreements with respect to any employee of the Company.
Agreements Regarding Employees. Neither the Company nor any of its subsidiaries is a party to or bound by any collective bargaining or similar labor agreement and the Company is not aware of efforts or actions by any of its or its subsid- iaries' employees to organize or join a labor union or similar organization for collective bargaining purposes. The Company and each of its subsidiaries are in compliance in all material respects with all applicable laws and regulations respecting labor, employment, discrimination, fair employment practices, terms and conditions of employment, wage and hour restrictions and the like. Except as set forth on schedule 3.2.13, neither the Company nor any of its subsidiaries is a party to or bound by any agreement, arrangement or understanding with any current or former employee or consultant. Set forth on schedule 3.2.13 is a list of all employees of the Company and its subsidiaries, with their annual cash compensation as of the date of this agreement. Except as set forth on schedule 3.2.13, no senior officer or key employee or group of senior officers or key employees of the Company or any of its subsidiaries has notified the Company or any of its subsidiaries that he, she or they intend to terminate his, her or their employment with the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries has a present intention to terminate any senior officer or key employee or group of senior officers or key employees. Except as set forth on schedule 3.2.13, there are no actual or, to the best of the knowledge of the Company, contemplated material disputes involving the current or former employees of the Company or any of its subsidiaries.
Agreements Regarding Employees. (a) Neither Mega Blow nor Megatran is a party to or bound by any employment agreement, or any collective bargaining or other labor agreement, or any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, retainer, consultant, bonus, group insurance or other incentive or welfare agreement, plan or arrangement, except as set forth on Schedule 2.19. True and complete copies of each agreement, plan or arrangement listed on Schedule 2.19 have been delivered to Treasury.
(b) Since August 31, 1995, neither Mega Blow nor Megatran has granted a salary increase to any officer or key employee, except as set forth on Schedule 2.19.
(c) Neither Mega Blow nor Megatran maintains any employee benefit plans (the "Plans") subject to the Employee Retirement Income Security Act of 1974 ("ERISA") or any similar Canadian law and does not participate in any multiemployer plans.
Agreements Regarding Employees. Except as set forth in Section 4.13 of the Disclosure Statement, as of the date of this Agreement neither Terex B.V. nor any Subsidiary is a party to or bound by any (a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to the employees of Terex B.V., or any other material benefit plan or similar arrangement with the employees of Terex B.V. or any Subsidiary; (b) employment agreement, arrangement or understanding; or (c) any collective bargaining or other labor agreement. Except as set forth on Section 4.13 of the Disclosure Statement, there are no existing, or to the knowledge of Seller threatened, (x) employee strikes, work stoppages, lockouts or material labor disputes or (y) to the knowledge of Seller, any union organizing activity or work slow-downs, involving the employees of Terex B.V. or any Subsidiary.
Agreements Regarding Employees. (a) Neither Silver nor any of its Subsidiaries is a party to or bound by any employment agreement, or any collective bargaining or other labor agreement, or any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, retainer, consultant, bonus, group insurance or other incentive or welfare agreement, plan or arrangement, except as set forth on Schedule 2.19. True and complete copies of each agreement, plan or arrangement listed on Schedule 2.19 have been delivered to Treasury.
(b) Since April 30, 1996 neither Silver nor any of its Subsidiaries has granted a salary increase to any officer or key employee, except as set forth on Schedule 2.19.
(c) Schedule 2.19 contains a true and complete list of all employee benefit plans (the "Plans") subject to the Employee Retirement Income Security Act of 1974 ("ERISA") that are maintained by Silver or any of its Subsidiaries. In addition, Schedule 2.19 also contains a true and complete list of all multiemployer plans participated in by Silver or any of its Subsidiaries.
(d) Each of the Plans has received a favorable determination letter from the Internal Revenue Service, and the related trusts have been determined to be exempt from taxation under Section 501(a) of the Code. A copy of the most recent determination letter with respect to each of the Plans has been delivered to Treasury. Nothing has occurred since the date of each such letter that would cause the loss of such qualification or exemption and no notice has been received from the Internal Revenue Service or any other governmental authority asserting the loss or possible loss of such qualification or exemption.
(e) All payments due under or with respect to each of the Plans for all plan years beginning on or before the date of this Agreement have been made (or reserved for in Silver's financial statements referred to in Section 2.7); no such Plan has incurred any accumulated funding deficiency (as defined in Section 412 of the Code), whether or not waived, and neither Silver nor any of its Subsidiaries has incurred any liability on account of any such accumulated funding deficiency; and the value of the assets of any Defined Benefit Plan equals or exceeds the present value of all accrued benefits under that Plan, determined on an ongoing basis in accordance with the actuarial assumptions used in preparing the most recent actuarial valuation report for that Plan.
(f) Neither Silver, nor any other disqualified person ...
Agreements Regarding Employees. Except as set forth in Section 4.13 of the Disclosure Statement, as of the date of this Agreement neither Xxxxxxx nor any Subsidiary is a party to or bound by any (a) pension, profit sharing, share option, employee share purchase or other plan or arrangement providing for deferred or other compensation to the employees of Xxxxxxx, or any other material benefit plan or similar arrangement with the employees of Xxxxxxx or any Subsidiary; (b) employment agreement, arrangement or understanding; or (c) any collective bargaining or other labor agreement. Except as set forth in Section 4.13 of the Disclosure Statement, there are no existing, or to the knowledge of Seller threatened, (x) employee strikes, work stoppages, lockouts or material labor disputes; or (y) to the knowledge of Seller, any union organizing activity or work slow-downs involving the employees of Xxxxxxx or any Subsidiary.
Agreements Regarding Employees. Purchaser shall offer employment to the Seller’s employees identified in a memorandum to be delivered by the Purchaser to the Seller within 45 days after the Filing Date, such employment to commence as of the Closing Date. (Notwithstanding any provision to the contrary contained in this Agreement, the Purchaser may, in its sole discretion, supplement or amend such memorandum (including to remove individuals therefrom) on or before the Closing Date.) Such employees who accept employment with Purchaser shall be referred to hereinafter as “Transferred Employees,” all of whom shall be employed as an “at will” employee of the Purchaser. In accordance with Section 4980B and the Treasury Regulations promulgated thereunder, Purchaser shall make COBRA coverage available to Seller’s M&A Qualified Beneficiaries (within the meaning of Section 4980B and the Treasury Regulations promulgated thereunder).
