Common use of Employee Benefits; Employees Clause in Contracts

Employee Benefits; Employees. (a) Except as set forth in Schedule 3.13(a), as of the applicable Closing Date, none of the Companies nor any of their respective ERISA Affiliates has any (i) "employee benefit plans", as defined in Section 3(3) of ERISA, or (ii) incentive, profit-sharing, stock option, stock purchase, other equity-based, employment, consulting, compensation, vacation or other leave, change in control, retention, supplemental retirement, severance, health, medical, disability, life insurance, deferred compensation and other employee compensation and benefit plans, programs, policies, agreements, arrangements and practices, in each case established or maintained by Seller or any of its ERISA Affiliates or to which Seller or any of its ERISA Affiliates contributed or is obligated to contribute thereunder, for the benefit of any of the current or former employees or independent contractors of any of the Companies or of their respective ERISA Affiliates (collectively, the "Benefit Plans"). (b) As of the applicable Closing Date, (i) none of the Companies has any employees, (ii) none of the Companies will have any obligation or liability with respect to any of the former employees or independent contractors of the Companies and their respective ERISA Affiliates or (iii) each of the Companies is not reasonably expected to incur any obligation or liability with respect to any of the former employees or independent contractors of the Companies and their respective ERISA Affiliates. (c) None of the Companies nor any of their respective ERISA Affiliates has sponsored, maintained, contributed to or been obligated to contribute to any Benefit Plan subject to Section 412 of the Code, Section 302 of ERISA, or Title IV of ERISA within the five years prior to the applicable Closing Date. None of the Companies has any obligation or liability with respect to any Benefit Plan, and each of the Companies is not reasonably expected to incur any obligation or liability with respect to any Benefit Plan. (d) Each of the Companies and their ERISA Affiliates (i) is in compliance in all material respects with all applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours, and (ii) has withheld all amounts required by applicable Laws or by agreement to be withheld from the wages, salaries and other payments to such current and former employees and independent contractors. (e) For purposes of this Agreement, "ERISA Affiliate" shall mean any Person that would be treated as a single employer or under common control with any of the Companies under Section 4001 of ERISA or Section 414 of the Code.

Employee Benefits; Employees. (a) Except as set forth in Schedule 3.13(a), as of the applicable Closing Date, none of the Companies nor any of Company, the Company Subsidiaries and their respective ERISA Affiliates has any (i) "employee benefit plans", as defined in Section 3(3) of ERISA, or (ii) incentive, profit-sharing, stock option, stock purchase, other equity-based, employment, consulting, compensation, vacation or other leave, change in control, retention, supplemental retirement, severance, health, medical, disability, life insurance, deferred compensation and other employee compensation and benefit plans, programs, policies, agreements, arrangements and practices, in each case established or maintained by Seller or any of its ERISA Affiliates or to which Seller or any of its ERISA Affiliates contributed or is obligated to contribute thereunder, for the benefit of any of the current or former employees or independent contractors of any of the Companies or of Company, the Company Subsidiaries and their respective ERISA Affiliates (collectively, the "Benefit Plans"). (b) As of the applicable Closing Date, (i) none of the Companies has Company and the Company Subsidiaries will have any employees, (ii) none of the Companies Company and the Company Subsidiaries will have any obligation or liability that will not have been assumed by Indemnitor with respect to any of the former employees or independent contractors of the Companies Company, the Company Subsidiaries and their respective ERISA Affiliates or and (iii) each of the Companies Company and the Company Subsidiaries is not reasonably expected to incur any obligation or liability with respect to any of the former employees or independent contractors of the Companies Company, the Company Subsidiaries and their respective ERISA Affiliates. (c) None of the Companies nor any of Company, the Company Subsidiaries and their respective ERISA Affiliates has sponsored, maintained, contributed to or been obligated to contribute to any Benefit Plan subject to Section 412 of the Code, Section 302 of ERISA, or Title IV of ERISA within the five years prior to the applicable Closing Date. None As of the Companies has Closing Date, none of the Company and the Company Subsidiaries will have any obligation or liability with respect to any Benefit Plan, and each of neither the Companies Company nor any Company Subsidiary is not reasonably expected to incur any obligation or liability with respect to any Benefit Plan. (d) Each of the Companies Company, the Company Subsidiaries and their respective ERISA Affiliates (i) is in compliance in all material respects with all applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours, and (ii) has withheld all amounts required by applicable Laws or by agreement to be withheld from the wages, salaries and other payments to such current and former employees and independent contractors. (e) For purposes of this Agreement, "ERISA Affiliate" shall mean any Person that would be treated as a single employer or under common control with any of the Companies Company under Section 4001 of ERISA or Section 414 of the Code.

Employee Benefits; Employees. (a) Except as set forth in Schedule 3.13(a)All pension, as of the applicable Closing Dateretirement, none of the Companies nor any of their respective ERISA Affiliates has any (i) "employee benefit plans", as defined in Section 3(3) of ERISA, or (ii) incentivesavings, profit-sharing, deferred compensation, severance, termination, reemployment assistance, stock optionownership, stock purchase, other equity-basedstock option, employmentperformance, consultingbonus, compensationincentive, vacation or holiday pay, hospitalization or other leave, change in control, retention, supplemental retirement, severance, health, medical, disabilityvision, life insurance, deferred compensation dental and other employee compensation health insurance plans, all life, disability or other insurance plans or arrangements or commitments and all other welfare, benefit or fringe benefit plans, programs, policies, agreementstrusts, arrangements understandings or arrangement of any kind, whether written or oral, required to be listed in Schedule 4.10 of the Disclosure Schedule, and practicesall trusts and insurance contracts maintained in connection therewith (collectively, "Employee Benefit Plans"), conform to, and the administration thereof is in each case established material compliance with its terms and all applicable laws and regulations, including without limitation the Employee Retirement Income Security Act, as amended ("ERISA") and the Code, and neither the operation or maintained administration of any Employee Benefit Plan, nor transactions contemplated by Seller or any of its ERISA Affiliates or to which Seller or any of its ERISA Affiliates contributed or is obligated to contribute thereunderthis Agreement, for the benefit of will result in any of the current Company, or former employees Parent incurring or independent contractors suffering any liability, or have any adverse effect on the financial condition, assets, liabilities, prospects or results of any operations of the Companies or Parent. Each Employee Benefit Plan which is intended to be qualified within the meaning of their respective ERISA Affiliates Section 401(a) of the Code is so qualified. All contributions required, by law or by contract, to be made to any Employee Benefit Plan for any plan year, or other period on the basis of which contributions are required, ending before the date hereof, have been made as of the date hereof. The Company has complied in all material respects with all reporting and disclosure requirements with respect to each Employee Benefit Plan. The Company is not nor will be required to participate, maintain or contribute or make payment to, or have any liability or obligation under or with respect to, any single or multi-employer Employee Benefit Plan (collectivelywhether by reason of being a member of an affiliated group of companies, one of which maintains such a plan, or otherwise), nor has it participated, maintained, contributed or incurred any liability or obligation with respect to any such plan. There are no unfunded accrued benefits under any of the "Employee Benefit Plans"Plans and, no amounts are or will be required to be contributed by the Company in respect of any plan year under any such Employee Benefit Plan. With respect to each Employee Benefit Plan, complete copies, if any, of the last filed tax returns and reports, and all schedules attached thereto, have been furnished to Parent, and all reports required under any applicable law or regulation to be filed by the Company with the relevant governmental authority have been duly filed, and all such returns and reports were true and correct. No such Employee Benefit Plan (including any trust created thereunder), nor any trustee or administrator thereof, nor the Company has engaged in any transaction prohibited by any law or any transaction, which could subject the Company, Parent or such Plan or trustee or administrator to any penalty imposed under any law or to any tax imposed by any law. The Company has no liability or obligation with respect to any Employee Benefit Plan or trust related thereto that may have been terminated prior to the date hereof. (b) As of the applicable Closing Date, (i) none of the Companies The Company has any employees, (ii) none of the Companies will have any obligation or liability with respect to any of the former employees or independent contractors of the Companies and their respective ERISA Affiliates or (iii) each of the Companies is not reasonably expected to incur any obligation or liability with respect to any of the former employees or independent contractors of the Companies and their respective ERISA Affiliates. (c) None of the Companies nor any of their respective ERISA Affiliates has sponsored, maintained, contributed to or been obligated to contribute to any Benefit Plan subject to Section 412 of the Code, Section 302 of ERISA, or Title IV of ERISA within the five years prior to the applicable Closing Date. None of the Companies has any obligation or liability with respect to any Benefit Plan, and each of the Companies is not reasonably expected to incur any obligation or liability with respect to any Benefit Plan. (d) Each of the Companies and their ERISA Affiliates (i) is in compliance complied in all material respects with all applicable Laws laws respecting employmentthe employment of labor, including those relating to employment practices, terms and conditions of employment employment, hiring and prices, wages and hours, discrimination in employment, collective bargaining and (ii) the operation of its business and the payment and withholding of taxes, and has withheld all amounts required by applicable Laws law, regulations or by agreement to be withheld from the wages, wages or salaries and other payments to such current and former of its employees and independent contractorsis not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing. The Company has not engaged in any unfair labor practice, and there is no unfair labor practice, grievance, arbitration, sexual harassment or other employment-related complaint pending, or, to the knowledge of any of the Major Shareholders, threatened against any of the Company or any officer, director or employee thereof. There do not exist any pending workmen's compensation claims against the Company that are not adequately provided for by insurance, or any pending or, to the knowledge of the Major Shareholders, threatened claims that the workplace of the Company is unsafe or that the Company has engaged in unfair labor practices, employment discrimination or wrongful discharge. The Major Shareholders believe that the Company's relations with its employees are satisfactory. No union, trade, guild or collective bargaining unit represents any employees of the Company, and no union organizing or election activities involving any non-union employees of the Company is now in progress nor, to the best of any Major Shareholder's knowledge, threatened. (c) Parent has been furnished with true and complete copies of: (i) the text or a reasonable summary of all Employee Benefit Plans, all amendments thereto, all current summary plan descriptions, summaries of material modifications and material communications related to any Employee Benefit Plan; (ii) any trust or other funding agreements; (iii) all contracts relating to any Employee Benefit Plans, including insurance contracts, investment management agreements, and recordkeeping agreements; and (iv) the annual reports, if required under ERISA, for each of the last three years. No commitments to create any additional plans or modify or change any existing plans that would affect any employee or terminated employee. (d) No liability under Title IV of ERISA has been incurred and no condition exists that presents a risk of the Company, Parent, or any Affiliate thereof incurring a liability under Title IV. (e) For purposes Neither the Company nor any affiliate thereof, nor any Employee Benefit Plan or any trust created thereunder, nor any trustee or administrator has engaged in any transaction in connection with which the Company or any affiliate thereof would be subject to a civil penalty assessed pursuant to Section 409 or 502 of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code. Neither the execution and delivery of this Agreement, "ERISA Affiliate" shall mean any Person that would be treated as a single employer nor the performance of this Agreement or under common control with any the consummation of the Companies under transactions contemplated herein will entitle any current or former director, officer or employee of the Company to severance pay, unemployment compensation or any other payment, accelerate the time of payment or vesting, or increase the amount of compensation due any such director, officer or employee. (f) No Employee Benefit Plan is subject to Section 4001 302 of ERISA or Section 414 412 of Code, and no such plan has ever been maintained by the Company or any affiliate thereof. All contributions required to be made with respect thereto on or prior to the Closing Date have been timely made. Each plan which is a group health plan as such term is defined in Section 5000(b)(1) of the Code has been administered and operated in all material respects in compliance with the applicable requirements of Sections 601 through 734 of ERISA and Section 4980B of the Code. Except for ordinary undisputed claims for benefits there are no claims, appeals of claims (including litigation), or alleged fiduciary breaches involving any Employee Benefit Plan presently asserted or which may foreseeably be asserted with respect to benefits under any Employee Benefit Plan. (g) Except for the acceleration of Company Stock Options held by Xxxxx Xxxxxxx (the value of the acceleration of which shall not exceed $5,000), the Company is not required, by law or by contract, to provide any type of notice or report in respect of, or obtain any consent or approval from, or make any filing with, any union, trade, guild or collective bargaining unit or governmental authority in respect of a change of control of the Company. (h) To the best Knowledge of any of the Major Shareholders, none of the Company's employees or advisors is obligated under any contract (including licenses, covenants, or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee's or advisor's best efforts to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's business by the employees or advisors of the Company, nor the conduct of the Company's business as proposed, will with or without the giving of notice or the passage of time, or both, conflict with or result in a breach of or permit the termination of or payment or acceleration of any benefits under the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees or advisors is now obligated to or for the benefit of the Company.