Employee Benefit Plans; Employee Matters. The consummation of the transactions contemplated by this Agreement and the Related Agreements will not (i) entitle any current or former employee or other service provider of the Company or any of its Subsidiaries to severance benefits or any other payment, compensation or benefit (including forgiveness of indebtedness), except as expressly provided by this Agreement, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation or benefit due any such employee or service provider, alone or in conjunction with any other possible event (including termination of employment). The Company and its Subsidiaries are in compliance in all material respects with all currently applicable laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. To the Company’s knowledge, no employees of the Company or its Subsidiaries are in material violation of any term of any material employment contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company (or its Subsidiaries) because of the nature of the business conducted or presently proposed to be conducted by the Company or its Subsidiaries or to the use of trade secrets or proprietary information of others. No key employee of the Company or any of its Subsidiaries has given written notice to the Company or its Subsidiaries, and the Company is not otherwise aware, that any such key employee intends to terminate his or her employment with the Company or any of its Subsidiaries.
Employee Benefit Plans; Employee Matters. (i) Section 5.01(l) of Limestone Disclosure Schedule contains a complete and accurate list of all bonus, incentive, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, severance, welfare and fringe benefit plans, employment, retention, change in control, severance agreements, and all similar practices, policies and arrangements, whether written or unwritten, that are currently effective or were in effect at any time in the previous five years, in which any employee or former employee (the “Employees”), consultant or former consultant (the “Consultants”) or director or former director (the “Directors”) of Limestone or any of its Subsidiaries or any ERISA Affiliate participates, sponsors or contributes, or to which any such Employees, Consultants or Directors are a party or under which Limestone or its Subsidiaries or any ERISA Affiliate has any present or future liability (the “Compensation and Benefit Plans”). Neither Limestone nor any of its Subsidiaries nor any ERISA Affiliate has any commitment to create any additional Compensation and Benefit Plan or to modify or change any existing Compensation and Benefit Plan. No Compensation and Benefit Plan holds any Limestone Common Stock.
Employee Benefit Plans; Employee Matters. The consummation of the transactions contemplated by this Agreement will not, alone or in conjunction with any other possible event (including termination of employment) (i) entitle any current or former employee or other service provider of the Company to severance benefits or any other payment, compensation or benefit (including forgiveness of indebtedness), except as expressly provided by this Agreement or (ii) accelerate the time of payment or vesting, or increase the amount of compensation or benefit due any such employee or service provider, alone or in conjunction with any other possible event (including termination of employment). The Company is in compliance in all material respects with all currently applicable laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. To the Company's knowledge, no employees of the Company are in violation of any term of any material employment contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company because of the nature of the business conducted or presently proposed to be conducted by the Company or to the use of trade secrets or proprietary information of others. No key employee of the Company has given written notice to the Company and, to the Company's knowledge, no key employee intends to terminate his or her employment with the Company.
Employee Benefit Plans; Employee Matters. (a) Section 4.14(a)(i) of the Citigroup Disclosure Letter lists each material CAM Benefit Plan other than a CAM Foreign Benefit Plan. Section 4.14(a)(ii) of the Citigroup Disclosure Letter lists each material CAM Benefit Plan that is sponsored, maintained or contributed to or required to be contributed to by the CAM Subsidiaries (the “CAM Subsidiaries Benefit Plans”), other than Non-U.S. CAM Benefit Plans. Each CAM Subsidiaries Benefit Plan is in writing and Citigroup has made available to Xxxx Xxxxx a true and complete copy of each CAM Subsidiaries Benefit Plan that is not a Non-U.S. CAM Benefit Plan and a true and complete copy of the following items (in each case, only if applicable) (i) each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed annual reports on the IRS Form 5500 for each such CAM Subsidiaries Benefit Plan, and (iv) the most recently received IRS determination letter for each such CAM Subsidiaries Benefit Plan. Except as disclosed in Section 4.14(a)(iii) of the Citigroup Disclosure Letter, neither the Citigroup Sellers nor any CAM Subsidiary has any express or implied commitment with respect to the CAM Business, (A) to create, incur any material liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (B) enter into any Contract or agreement to provide compensation or benefits to any individual, or (C) to modify, change or terminate any CAM Subsidiaries Benefit Plan, other than with respect to a modification, change or termination required by this Agreement, the Transactions or ERISA, the Code or to otherwise comply with Requirement of Law.
Employee Benefit Plans; Employee Matters. (a) Section 4.19(a) of the Buyer Disclosure Schedules lists: (i) each “employee welfare benefit plan,” as defined in Section 3(1) of ERISA, including, but not limited to, any medical plan, life insurance plan, short-term or long-term disability plan or dental plan; (ii) each “employee pension benefit plan,” as defined in Section 3(2) of ERISA, including, but not limited to, any excess benefit plan, top hat plan or deferred compensation plan or arrangement, nonqualified retirement plan or arrangement, qualified defined contribution or defined benefit arrangement; and (iii) each other material benefit plan, policy, program, arrangement or agreement, including, but not limited to, any material fringe benefit plan or program, bonus or incentive plan, stock option, restricted stock, stock bonus, tax gross-up, vacation pay, bonus program, service award, moving expense, deferred bonus plan, salary reduction agreement, change-of-control agreement, employment agreement or consulting agreement, which in all cases, is sponsored or maintained by Buyer for the benefit of its employees or consultants (each, a “Buyer Employee Plan”). Buyer has delivered or made available to the Company copies of the written Buyer Employee Plans in effect as of the date hereof, and such copies are correct and complete as of the date hereof.
Employee Benefit Plans; Employee Matters. The Company and each Subsidiary is in compliance in all material respects with all currently applicable laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. To the Company's knowledge, no employees of the Company or any Subsidiary are in violation of any term of any material employment contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any Subsidiary because of the nature of the business conducted or presently proposed to be conducted by the Company or any Subsidiary or to the use of trade secrets or proprietary information of others. No key employee of the Company or any Subsidiary has given written notice of resignation to the Company or any Subsidiary and, to the Company's knowledge, no key employee intends to terminate his or her employment with the Company or any Subsidiary.
Employee Benefit Plans; Employee Matters. (a) Section 4.11(a) of the Sellers Disclosure Letter lists each material Sellers Benefit Plan (other than any Sellers Benefit Plan that is sponsored, maintained, contributed to, or required to be contributed to, or entered into solely by, one or more Acquired Foreign Subsidiaries), with any Sellers Benefit Plans sponsored by any of the Acquired Domestic Subsidiaries, or with respect to which an Acquired Domestic Subsidiary has a direct or indirect liability, clearly identified as such.
Employee Benefit Plans; Employee Matters. Neither the Company nor any trade or business, whether or not incorporated (an “ERISA Affiliate”), that together with the Company would be deemed a “single employer” within the meaning of section 4001(b) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), is a party to, sponsors, maintains, contributes to, is required to contribute to or otherwise has any liability with respect to any deferred compensation, bonus or other incentive compensation, stock purchase, stock option or other equity compensation plan, program, agreement or arrangement, severance or termination pay, medical, surgical, hospitalization, life insurance or other “welfare” plan, fund or program (within the meaning of section 3(1) of ERISA), or profit-sharing, stock bonus or other “pension” plan, fund or program (within the meaning of section 3(2) of ERISA), or employment, termination or severance agreement or other employee benefit plan, fund, program, agreement or arrangement (each, a “Benefit Plan”). The Company does not have any employees or independent contractors, nor does the Company have any liability, actual or contingent, with respect to any Benefit Plan sponsored by another entity.
Employee Benefit Plans; Employee Matters. (a) Except as set forth in the Company Filings or on Schedule 4.11(a), all employee benefit plans that have ever been maintained, contributed to, or required to be contributed to, by the Company or any Company Subsidiary for the benefit of employees or former employees of the Company or any Company Subsidiaries ("Plans") have been administered substantially in accordance with their respective terms and, to the extent subject to the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder ("ERISA") and, to the extent applicable, the Code and all other applicable laws, and are in material compliance with ERISA, the Code and all other applicable laws. Each Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (each, a "Company Pension Plan") and which is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter from the Internal Revenue Service and such Company Pension Plan has been administered in substantial compliance with Code Section 401(a). Neither the Company nor any Company Subsidiary has engaged in a transaction with respect to any Company Pension Plan that would subject the Company or any of Company Subsidiary to a material tax or material penalty imposed by either Sections 4975 through 4980 of the Code or Section 502(i) of ERISA. Each Plan (other than any stock option plan) can be amended, terminated, or otherwise discontinued after the Effective Time, without material liability to Parent, the Company or any Company Subsidiary (other than ordinary administration expenses). There are no audits, inquiries, or proceedings pending or, to the knowledge of the Company, threatened by the Internal Revenue Service, Department of Labor, or any other governmental agency or entity with respect to any Plan. Neither a Plan, nor the Company or any Company Subsidiary has represented provided, or has any liability to provide retiree health to any person for any reason, except as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
Employee Benefit Plans; Employee Matters. (a) Except for the plans and arrangements set forth on Schedule 3.12(a) (the "JBSI Plans"), neither JBSI nor any member of the JBSI Controlled Group (as hereinafter defined) now maintains, has ever maintained or contributed to, or has any plans or commitments for, any employee benefit plans (as such term is defined in ss. 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) or any other retirement, pension, stock option, stock appreciation right, profit sharing, incentive compensation, deferred compensation, savings, thrift, vacation pay, severance pay, or other employee compensation or benefit plan, agreement, practice, or arrangement, whether written or unwritten, whether or not legally binding. For purposes of this Agreement, "
