Certain Employment Matters. (a) SCHEDULE 2.24(A) contains a true and complete list of names and current hourly wage, monthly salary or other compensation of all directors, officers, management employees, consultants or managers of the Company, with a summary of existing bonus programs and arrangements, additional compensation and other benefits (whether current or deferred), if any, paid or payable to each such person for services rendered in the fiscal year ended December 31, 1996, or, determined as of the date hereof, to be rendered in the fiscal year ended December 31, 1997. SCHEDULE 2.24(A) contains a true and complete listing and summary description of all employment, deferred compensation, non-competition, confidential information and consulting agreements between the Company or any Subsidiary thereof and its directors, officers, management employees, consultants and managers.
(b) Except as set forth in SCHEDULE 2.24(B), the Company and its Subsidiaries have complied in all material respects with all applicable laws relating to the payment and withholding of taxes, including income and social security taxes, and has withheld (and paid over to the appropriate authorities) all amounts required by local, state or federal law or by other agreement to be withheld from the wages or salaries of its employees. Neither the Company nor any Subsidiary thereof has any liability or obligation for any arrears of wages or benefits or any taxes or penalties for failure to comply with any of the foregoing.
(c) Except as set forth on SCHEDULE 2.24(C), the Company and its Subsidiaries are not parties to any contract with any labor organization, nor have they agreed to recognize any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified as representing any of their respective employees. Neither the Company nor any Subsidiary thereof has knowledge of any union organizing drive, union election or demand for recognition with respect to their respective employees. Except as set forth on SCHEDULE 2.24(C), neither the Company nor any Subsidiary thereof has, within the last three years, experienced any strike, work stoppage, grievance proceeding, claim of unfair labor practices or other significant labor difficulty of any nature, nor are any material claims pending or, to the best knowledge of the Company, threatened between the Company or its Subsidiaries and any of their respective employees.
(d) Except as set forth on SCHEDULE 2.24(D), neither t...
Certain Employment Matters. Effective as of the date of the Closing, there are no employment agreements to which the Company is a party other than those set out in the tabled attached as Schedule 4.6 hereto.
Certain Employment Matters. Buyer shall offer employment to all Division Employees (other than (i) such individuals who have committed or otherwise been involved in a theft or embezzlement from the Seller (or a host store) and (ii) subject to Section 3(b) hereof, any group and regional managers and field personnel of the Seller employed at or in respect of the Dillard's Departments), at comparable salary levels, hours and locations and on other terms and conditions to be determined in the Buyer's sole discretion, and the Buyer shall be afforded the opportunity to discuss the terms of any prospective employment or other arrangements with any Division Employees from and after the date on which a public announcement of the transactions contemplated by this Agreement is made. The Buyer is not assuming and the Parent and the Seller agree that the Buyer shall have no liability for accrued wages (including salaries, commissions and bonuses), severance pay, vacation pay, sick leave or other benefits (including options to purchase shares of stock of the Parent or Seller), on account of Seller's employment of or termination of such employees arising on or before the Closing Date, or under any Employee Plans. Buyer will waive any and all applicable waiting periods which would otherwise not permit such Division Employees who accept a job with the Buyer to participate immediately in the Buyer's group medical plan or group life insurance plan, and such Division Employees will be given full credit for all time worked with the Seller for purposes of determining their benefits with the Buyer.
Certain Employment Matters. 4.20.1 EMPLOYMENT POLICIES, PROGRAMS, AND PROCEDURES. The poli- cies, programs and practices of CFSB relating to equal opportunity and affirmative action, wages, hours of work, employee disabilities, and other terms and conditions of employment are in compliance in all material respects with applicable federal, state, and local laws, orders, regulations, and ordinances governing or relating to employ- ment and employer practices and facilities.
Certain Employment Matters. (a) The following provisions shall apply effective as of the Effective Time:
Certain Employment Matters. From and after the Closing, Seller shall assume all liability for, and neither Purchaser nor any of its Affiliates shall have any liability or obligation in respect of any pre-Closing obligations of Seller in respect of any collective bargaining agreement, employment agreement, pension or retirement plan, profit sharing plan, stock purchase or stock option plan, medical or other benefits or insurance plan, compensation obligation or agreement or severance pay plan or agreement and any other Employee Benefit Plan, including any contribution, tax lien, penalty, cost, interest, claim, loss action, suit damage, cost assessment or other similar type of liability expense of Seller or any of its ERISA Affiliates with regard thereto.
Certain Employment Matters. 27 2.13 AOL Time Warner Commissions...................................................................32 2.14
Certain Employment Matters. 51 Table of Contents -----------------
Certain Employment Matters. (a) Subject to Section 2.12(f), Buyer shall, or shall cause the Companies to, maintain or create on and after the Closing Date, without interruption, employee compensation and benefit plans, programs and policies and fringe benefits that will provide benefits and compensation to Employees of the Companies that are no less favorable in the aggregate than those currently provided to the Employees. Buyer shall or shall cause the Companies to honor, without modification, all Employee Benefit Plans and Employee Agreements and obligations thereunder to current and former Employees of the Companies in accordance with the terms and conditions of such plans and agreements (to the extent constituting Continuing Liabilities). For the avoidance of doubt, the obligations under this clause (a) shall not apply to Seller Plans which are solely maintained by Insignia or IESG for its employees generally, including, without limitation, the Employees, but rather to the Employee Benefit Plans and Employment Agreements maintained solely by the Companies for the benefit of their Employees (e.g., bonus plans, vacation, sick leave and other paid time off policies, etc.
Certain Employment Matters. 49 Section 10.2. Transition Agreements; Ancillary Agreements........................................... 56
