Employee Agreements and Plans. (a) Except as set forth in ----------------------------- Schedule 4.13(a) to the Company Disclosure Letter, there are no employee or retiree compensation or benefit plans, arrangements, contracts or agreements (including, without limitation, stock option plans or other equity plans, employment agreements, change of control, bonus, deferred compensation, retention, severance and other similar arrangements or agreements) of any type (including but not limited to plans described in Section 3(3) of ERISA), whether written or unwritten, (i) maintained, or contributed to, by the Company, any of its subsidiaries or any other trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with the Company or any of its subsidiaries would be deemed a "single employer" within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the "Code") or Section 4001(b) of ERISA for the benefit of any employee or former employee of the Company or any of its subsidiaries, (ii) with respect to which the Company, any of its -- subsidiaries or any ERISA Affiliate has or has had, within the preceding six years, an obligation to contribute or (iii) with respect to which the Company or --- any of its subsidiaries or any ERISA Affiliate has, has had or may have a liability for the benefit of any employee or former employee of the Company or any of its subsidiaries (a "Company Benefit Plan"). Neither the Company, any of its subsidiaries nor any ERISA Affiliate has any formal plan or any commitment or has communicated to any current or former employee any intention, whether legally binding or not, to create or to modify in any material way any Company Benefit Plan. Except as set forth in Schedule 4.13(a) to the Company Disclosure Letter, the Company and its subsidiaries have the right to terminate any Company Benefit Plan that is a welfare benefit plan within the meaning of Section 3(1) of ERISA at any time, and following such termination shall have no liability or obligation thereunder except to the extent that any claims related to events occurring prior to such termination have not been paid.
Employee Agreements and Plans. Schedule 4.2(f) hereto sets forth a true and complete list of all of Purchaser's current bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation rights, group insurance, severance pay, retirement, golden parachute or other benefit plan, Contracts, or employment or consulting Contracts applicable to any of the directors and officers of Purchaser and any consultants retained by Purchaser, which Purchaser shall make available to Seller prior to the Closing upon request by Seller.
Employee Agreements and Plans. (a) Except as described in Schedule 5.15(A), neither PDGNB nor ---------------- any Subsidiary is a party to or bound by any collective bargaining agreement, employment agreement, severance agreement, consulting, independent contractor or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete which is material to its business.
Employee Agreements and Plans. (a) Except as set forth in the Disclosure Schedule, Seller nor any ERISA Affiliate presently maintains, contributes to, or has (or may have) any material liability under any Employee Benefit Plan with respect to all employees and former employees (including both Field Personnel and all other employees other than Field Personnel, hereinafter referred to as "Administrative Employees"), directors and independent contractors of Seller and their dependents and beneficiaries. For purposes of this Section 2.12 and the Agreement:
Employee Agreements and Plans. Except as disclosed on Schedule 2(i) attached hereto, Quincy does not have outstanding, and is not subject to, any written employment agreements, restrictive covenant agreements or confidentiality agreements, with any of its non-unionized, administrative, supervisory, sales and clerical employees, who are involved in the Business and identified on Schedule 2(i), who may be expected to be employed (directly or indirectly) by Modern Sales after the Closing Date (hereinafter defined), or any collective bargaining agreement or incentive compensation, deferred compensation, profit sharing, savings, pension or other "fringe benefit" plan or arrangement with or for the benefit of any current Quincy employees, which is not subject to immediate cancellation by Quincy.
Employee Agreements and Plans. (a) Except as set forth in Section 2.14 of the Disclosure Schedules, CIS nor any ERISA Affiliate presently maintains, contributes to, or has (or may have) any liability under any Employee Benefit Plan with respect to employees (including both Field Personnel and all other employees other than Field Personnel, hereinafter referred to as "Administrative Employees"), former employees, directors or independent contractors of CIS or their dependents or beneficiaries. For purposes of this Section 2.14 and the Agreement:
Employee Agreements and Plans. (a) Except as set forth in Schedule 2.14 of the Disclosure Schedules, neither DPI, nor any ERISA Affiliate presently maintains, contributes to or has maintained, contributed to, or had (or may have) any liability under any Employee Benefit Plan with respect to its employees, former employees, or independent contractors. For purposes of this Section 2.14 and the Agreement:
Employee Agreements and Plans. (a) Except as set forth in Schedule 2.14 of the Disclosure Schedules, neither CompPro, nor any ERISA Affiliate presently maintains, contributes to or has maintained, contributed to, or had (or may have) any liability under any Employee Benefit Plan with respect to its employees, former employees, or independent contractors. For purposes of this Section 2.14 and the Agreement:
Employee Agreements and Plans. The Company is not now, nor has it been, a party to or obligated to contribute to any employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA") (an "Employee Benefit Plan"), guaranteed annual income plan, fund or arrangement, or any incentive, bonus, profit-sharing, deferred compensation, stock option or purchase plan or agreement or arrangement, or any employment or consulting agreement, or any collective bargaining agreement, or any other agreement, plan or arrangement similar to or in the nature of the foregoing, oral or written. Neither the Company nor any of its agents, representatives or employees has committed any unfair labor practice as defined in the National Labor Relations Act of 1947, as amended, or in any applicable state labor relations act, and there is not pending or threatened any charge or complaint against the Company by the National Labor Relations Board or any state labor relations board or commissioner or any representative thereof. The Company does not have any agreements or arrangements with persons titled as independent contractors or consultants, as a result of which, by virtue of the control exercised by the Company, the type of work performed by the persons or any other circumstances, said persons could reasonably be deemed to be employees of the Company. The Company does not have any employment contracts with any of its employees not terminable at will and does not have any collective bargaining agreements covering any of its employees. There is no strike, labor dispute or union organization activities pending or threatened between the Company and its employees.
Employee Agreements and Plans. Seller has provided to Buyer all employment/personnel files for all employees of Seller with respect to the Business and also with a true, correct and complete list of the names, titles, job descriptions, dates of hire, salaries or other rates of compensation and benefits and accrued vacation of all of the employees of Seller, together with any loans made by Seller to such employees. Schedule 6.15 describes each employee benefit provided to any employee of the Business. Except as set forth in Schedule 6.15, Seller is not now, nor has it been, a party to or obligated to contribute to any employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, guaranteed annual income plan, fund or arrangement, or any incentive, bonus, profit-sharing, deferred compensation, stock option or purchase plan or agreement or arrangement, or any employment or consulting agreement, or any collective bargaining agreement, or any other agreement, plan or arrangement similar to or in the nature of the foregoing, oral or written. Seller has complied in all material respects with all applicable laws, ordinances, rules and regulations relating to the employment of labor and there are no Claims threatened or pending against Seller (or any basis therefor known to Seller) relating to employment matters. Except as set forth on Schedule 6.15, (a) to Seller’s knowledge, no employee has any plans to terminate employment with Seller (other than as contemplated by this Agreement); (b) to Seller’s knowledge, Seller has not had any threatened or actual strikes or work stoppages or material grievances; (c) to Seller’s knowledge, no employees of the Business are subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreements relating to, affecting or in conflict with the Business (other than agreements that benefit the Business); (d) with respect to employees of Seller, Seller (i) is not a party to any collective bargaining agreement and has not had negotiations with any person or group which is the collective bargaining representative for Seller’s employees, and (ii) has not experienced any strike, or received written notice of any unfair labor practice claim; and (e) to Seller’s knowledge, Seller (i) does not employ any individual who is not legally authorized to work in the United States, and (ii) has complied in all material respects with all state and federal immigration laws. To Seller’s knowledge, there has...
