EMPLOYEE BENEFIT PLANS/LABOR RELATIONS. (a) Except as disclosed in Schedule 4.18, there are no employee ------------- benefit plans, agreements or arrangements maintained by Tessera, including (i) "employee benefit plans" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); (ii) current or deferred compensation, pension, profit sharing, vacation or severance plans or programs; or (iii) medical, hospital, accident, disability or death benefit plans (collectively, "Tessera Benefit Plans"). All Tessera Benefit Plans are administered in accordance with, and are in material compliance with, all applicable laws and regulations. No default exists with respect to the obligations of Tessera under any Tessera Benefit Plan.
(b) Tessera is not a party to any collective bargaining agreement; no collective bargaining agent has been certified as a representative of any of the employees of Tessera; no representation campaign or election is now in progress with respect to any employee of Tessera; and there are no labor disputes, grievances, controversies, strikes or requests for union representation pending, or, to the knowledge of Tessera, threatened, relating to or affecting the Tessera Business. To the knowledge of Tessera, no event has occurred that could give rise to any such dispute, controversy, strike or request for representation.
EMPLOYEE BENEFIT PLANS/LABOR RELATIONS. (a) Except as disclosed in Schedule 4.18 hereto, there are no ------------- employee benefit plans, agreements or arrangements maintained by TWG, including, without limitation, (i) "employee benefit plans," within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); (ii) affirmative action plans; (iii) current or deferred compensation, pension, profit sharing, vacation or severance plans or programs; or (iv) medical, hospital, accident, disability or death benefit plans (collectively, "TWG Benefit Plans"). All TWG Benefit Plans are administered in accordance with, and are in material compliance with, all applicable laws and regulations. No default exists with respect to the obligations of TWG under any TWG Benefit Plans.
(b) TWG is not a party to any collective bargaining agreement, no such agreement determines the terms and conditions of employment of any employee of TWG, no collective bargaining agent has been certified as a representative of any of the employees of TWG, no representation campaign or election is now in progress with respect to any employee of TWG and there are no labor disputes, grievances, controversies, strikes or requests for union representation pending, or, to the knowledge of TWG and the TWG Shareholder, threatened, relating to or affecting the TWG Business. To the knowledge of TWG and the TWG Shareholder, no event has occurred that could give rise to any such dispute, controversy, strike or request for representation.
EMPLOYEE BENEFIT PLANS/LABOR RELATIONS. (a) Schedule 3.13(a) of the Disclosure Schedule contains a complete and accurate list of each employee benefit plan, program, agreement or arrangement, whether written or oral, covering employees, former employees or directors of Seller, or providing benefits to such persons in respect of services provided to Seller (collectively, the "Benefit Plans"). Schedule 3.13(a) of the Disclosure Schedule indicates which of the Benefit Plans is an "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and which of the Benefit Plans is subject to Section 302 or Title IV of ERISA.
(b) With respect to each Benefit Plan, Seller heretofore delivered to Purchaser accurate and complete copies of such Benefit Plan and any amendments thereto (or if the Benefit Plan is not a written plan, a description thereof), and, if applicable, (i) any related trust or other funding vehicle, and (ii) any reports or summaries required under ERISA and the most recent determination letter received from the Internal Revenue Service with respect to each Benefit Plan intended to qualify under section 401 of the Internal Revenue Code of 1986, as amended ("Code").
(c) As of the date hereof, except as set forth in Schedule 3.13(c) of the Disclosure Schedule, Seller is not a party to any collective bargaining agreement or other labor agreement with any union or labor organization, and there is no activity or proceeding of any labor organization or employee group to organize any such employees.
(d) Schedule 3.13(d) of the Disclosure Schedule contains a complete and accurate list of the following information for each employee of Seller, including each employee on leave of absence: name, job title; current compensation paid or payable and any change in compensation since January 1, 1999; vacation accrued; and service credited for purposes of vesting and eligibility to participate under any Benefit Plan. To the best of Seller's knowledge no current officer or director or employee of Seller is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, non-competition, or proprietary rights agreement, between such employee or officer or director or any other person that in any way materially adversely affects the performance of his or her duties as an employee or officer or director of Seller or the ability of Seller to conduct the Business.
EMPLOYEE BENEFIT PLANS/LABOR RELATIONS. (a) Except as disclosed in Schedule 2.18, there are no employee benefit plans, agreements or arrangements maintained by Probity, including (i) "employee benefit plans" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); (ii) current or deferred compensation, pension, profit sharing, vacation or severance plans or programs; or (iii) medical, hospital, accident, disability or death benefit plans (collectively, "Probity Benefit Plans"). All Probity Benefit Plans are administered in accordance with, and are in material compliance with, all applicable laws and regulations. No default exists with respect to the obligations of Probity under any Probity Benefit Plan.
(b) Probity is not a party to any collective bargaining agreement; no collective bargaining agent has been certified as a representative of any of the employees of Probity; no representation campaign or election is now in progress with respect to any employee of Probity; and there are no labor disputes, grievances, controversies, strikes or requests for union representation pending, or, to the knowledge of Xxxxxxx, threatened, relating to or affecting the Probity Business. To the knowledge of Xxxxxxx, no event has occurred that could give rise to any such dispute, controversy, strike or request for representation.
EMPLOYEE BENEFIT PLANS/LABOR RELATIONS. (a) Except as disclosed in Schedule 4.18 hereto, there are no employee ------------- benefit plans, agreements or arrangements maintained by LMP, including (i) "employee benefit plans" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); (ii) current or deferred compensation, pension, profit sharing, vacation or severance plans or programs; or (iii) medical, hospital, accident, disability or death benefit plans (collectively, "LMP Benefit Plans"). All LMP Benefit Plans are administered in accordance with, and are in material compliance with, all applicable laws and regulations. No default exists with respect to the obligations of LMP under any LMP Benefit Plan.
(b) LMP is not a party to any collective bargaining agreement; no collective bargaining agent has been certified as a representative of any of the employees of LMP; no representation campaign or election is now in progress with respect to any employee of LMP; and there are no labor disputes, grievances, controversies, strikes or requests for union representation pending, or, to the knowledge of LMP, threatened, relating to or affecting the LMP Business. To the knowledge of LMP, no event has occurred that could give rise to any such dispute, controversy, strike or request for representation.
EMPLOYEE BENEFIT PLANS/LABOR RELATIONS. (a) Section 4.18(a) of the Company Disclosure Letter sets forth a true and complete list as of the date hereof of (i) each material "employee benefit plan" (as such term is defined in Section 3(3) of ERISA) that the Company or any of its Subsidiaries sponsors, participates in, is a party or contributes to, or with respect to which the Company or any of its Subsidiaries would reasonably be expected to have any material liability and (ii) each other material employee benefit plan, program or arrangement, including any stock option, stock purchase, stock appreciation right or other stock or stock-based incentive plan, cash bonus or incentive compensation arrangement, retirement or deferred compensation plan, profit sharing plan, unemployment or severance compensation plan, or each employment, severance or consulting agreement, for the benefit of any current or former employee or director of the Company or any of its Subsidiaries that does not constitute an "employee benefit plan" (as defined in Section 3(3) of ERISA), that the Company or any of its Subsidiaries presently sponsors, participates in, is a party or contributes to, or with respect to which the Company or any of its Subsidiaries would reasonably be expected to have any material liability (each, a "Benefit Plan"). (b) With respect to each Benefit Plan, the Company has made available to Parent a true and complete copy of such Benefit Plan as in effect on the date of this Agreement, including any amendments thereto, 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 report on IRS Form 5500, (iv) the most recent financial statements and actuarial or other valuation reports prepared with respect thereto and (v) the most recently received IRS determination letter.
EMPLOYEE BENEFIT PLANS/LABOR RELATIONS. (a) Except as disclosed in Schedule 5.19 hereto, there are no ------------- employee benefit plans, agreements or arrangements maintained by Parent or any of its Subsidiaries, including, without limitation, (i) "employee benefit plans," within the meaning of Section 3(3) of ERISA; (ii) affirmative action plans; (iii) current or deferred compensation, pension, profit sharing, vacation or severance plans or programs; or (iv) medical, hospital, accident, disability or death benefit plans (collectively, "Parent Benefit Plans"). All Parent Benefit Plans are administered in accordance with, and are in material compliance with, all applicable laws and regulations. No default exists with respect to the obligations of Parent under any Parent Benefit Plans.
(b) Neither Parent nor any of its Subsidiaries is a party to any collective bargaining agreement, no such agreement determines the terms and conditions of employment of any employee of Parent or any of its Subsidiaries, no collective bargaining agent has been certified as a representative of any of the employees of Parent or any of its Subsidiaries, no representation campaign or election is now in progress with respect to any employee of Parent or any of its Subsidiaries and there are no labor disputes, grievances, controversies, strikes or requests for union representation pending, or, to the knowledge of Parent, threatened, relating to or affecting the Parent's Business. To the knowledge of Parent, no event has occurred that could give rise to any such dispute, controversy, strike or request for representation.
EMPLOYEE BENEFIT PLANS/LABOR RELATIONS. (a) Schedule 3.13(a) of the Disclosure Schedule contains a complete and accurate list of each employee benefit plan, program, agreement or arrangement, whether written or oral, covering employees, former employees or managers of the Seller, or providing benefits to such persons in respect of services provided to the Seller (collectively, the "Benefit Plans"). Schedule 3.13(a) of the Disclosure Schedule indicates which of the Benefit Plans is an "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and which of the Benefit Plans is subject to Section 302 or Title IV of ERISA. With respect to each Benefit Plan, the Seller heretofore delivered to the Purchaser a accurate and complete copy of such Benefit Plan and any amendments thereto (or if the Benefit Plan is not a written plan, an accurate and detailed written description thereof), and, if applicable, (i) any related trust or other funding documents, and (ii) any reports or summaries required under ERISA and the most recent determination letter received from the Internal Revenue Service with respect to each Benefit Plan intended to qualify under section 401 of the Code.
(b) As of the date hereof, except as set forth in Schedule 3.13(b) of the Disclosure Schedule, the Seller is not a party to any collective bargaining agreement or other labor agreement with any union or labor organization, and to the knowledge of the Seller, there is no activity or proceeding of any labor organization or employee group to organize any such employees.
EMPLOYEE BENEFIT PLANS/LABOR RELATIONS. (a) Except as disclosed in Schedule 4.18 hereto, there are no employee ------------- benefit plans, agreements or arrangements maintained by TWC, including (i) "employee benefit plans" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); (ii) current or deferred compensation, pension, profit sharing, vacation or severance plans or programs; or (iii) medical, hospital, accident, disability or death benefit plans (collectively, "TWC Benefit Plans"). All TWC Benefit Plans are administered in accordance with, and are in material compliance with, all applicable laws and regulations. No default exists with respect to the obligations of TWC under any TWC Benefit Plan.
(b) TWC is not a party to any collective bargaining agreement; no collective bargaining agent has been certified as a representative of any of the employees of TWC; no representation campaign or election is now in progress with respect to any employee of TWC; and there are no labor disputes, grievances, controversies, strikes or requests for union representation pending, or, to the knowledge of TWC, threatened, relating to or affecting the TWC Business. To the knowledge of TWC, no event has occurred that could give rise to any such dispute, controversy, strike or request for representation.
EMPLOYEE BENEFIT PLANS/LABOR RELATIONS. (a) Section 4.18(a) of the Disclosure Schedule lists all of Seller’s pension, profit sharing, savings, retirement or other deferred compensation plan, or any bonus (whether payable in cash or stock) or incentive program, or any group health plan (whether insured or self-funded), or any disability or group life insurance plan or other employee welfare benefit plan, or any collective bargaining agreement or other agreement, written or oral, with any trade or labor union, employees association or similar organization (each, a “Plan”).
(b) Each Plan is, and has been, established, registered, qualified, administered and invested, in material compliance with the terms of such Plan (including the terms of any documents in respect of such Plan), and all applicable law including without limitation ERISA and the Internal Revenue Code, where applicable. No Plan promises or provides retiree medical or other retiree welfare benefits to any person other than as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).
(c) Seller, or any affiliated trade or business (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with Seller within the meaning of Section 414(b), (c), (m) or (o) of the Code (collectively an “ERISA Affiliate”) has never maintained, established, sponsored, participated in, contributed to, or is obligated to continue to, or otherwise incurred any obligation or liability under any “multiemployer plan” (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or to any “pension plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or Section 412 of the Code. Neither Seller nor any ERISA Affiliate has any actual or potential withdrawal liability for any complete or partial withdrawal (as defined in Sections 4203 and 4205 of ERISA) from any multiemployer plan.
(d) Seller acknowledges that, in accordance with treasury regulation Section 54.498OB-9, that it will be solely responsible for providing COBRA notices and applicable COBRA coverage for those employees and former employees of Seller (and any applicable dependents for such employees and former employees) who are or will be “M&A Qualified Beneficiaries” as defined in such regulation as of the Soft Closing.
