Employee Benefits; Labor Matters. (a) Except as disclosed in the PanEnergy SEC documents, as set forth in Section 5.12(a) of the PanEnergy Disclosure Schedule or as would not have a Material Adverse Effect on PanEnergy, (i) all employee benefit plans, policies, practices, arrangements and programs maintained for the benefit of the current or former employees or directors of PanEnergy or any of its Subsidiaries ("PanEnergy 12 (b) Except as set forth in Section 5.12(b) of the PanEnergy Disclosure Schedule, the execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any plan, policy, arrangement or agreement, including but not limited to the PanEnergy Benefit Plans, or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any PanEnergy Personnel. (c) Except as set forth in Schedule 5.12(c) of the PanEnergy Disclosure Schedule, neither PanEnergy nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor agreement with any union or labor organization, nor does PanEnergy know of any activity or proceeding of any labor organization (or representative thereof) or employee group to represent or organize any PanEnergy Personnel. Except as set forth in Section 5.12(c) of the PanEnergy Disclosure Schedule, (i) there is no unfair labor practice, employment discrimination or other complaint against PanEnergy pending, or, to the knowledge of PanEnergy, threatened, which has or could reasonably be expected to have, a Material Adverse Effect on PanEnergy and (ii) there is no strike, dispute, slowdown, work stoppage or lockout pending, or, to the knowledge of PanEnergy, threatened, against or involving PanEnergy or any of its Subsidiaries which has or could reasonably be expected to have, a Material Adverse Effect on PanEnergy.
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Employee Benefits; Labor Matters. (a) Except as disclosed in the PanEnergy SEC documents, as set forth in Section 5.12(a) of the PanEnergy Disclosure Schedule or as would not have a Material Adverse Effect on PanEnergy, (i) all employee benefit plans, policies, practices, arrangements and programs maintained for the benefit of the current or former employees or directors of PanEnergy or any of its Subsidiaries ("PanEnergy 12Personnel") that are sponsored, maintained or contributed to by PanEnergy or any of its Subsidiaries, or with respect to which PanEnergy or any of its Subsidiaries has incurred or could be reasonably expected to incur any liability, including without limitation any such plan that is an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA") ("PanEnergy Benefit Plans"), are in compliance with all applicable requirements of law, including ERISA and the Code, and have been administered and operated in compliance with their terms, and (ii) neither PanEnergy nor any of its Subsidiaries has any liabilities or obligations with respect to any such PanEnergy Benefit Plans or any employee benefit plan which is not a PanEnergy Benefit Plan because (x) such plan has been terminated and/or (y) such plan is or was maintained or contributed to by any entity (other than a Subsidiary of PanEnergy) required to be aggregated with PanEnergy pursuant to Section 414 of the Code or Section 4001(b) of ERISA, whether accrued, contingent or otherwise, nor, to the knowledge of PanEnergy, are any such liabilities or obligations expected to be incurred.
(b) Except as set forth in Section 5.12(b) of the PanEnergy Disclosure Schedule, the execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any plan, policy, arrangement or agreement, including but not limited to the PanEnergy Benefit Plans, or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any PanEnergy Personnel.
(c) Except as set forth in Schedule 5.12(c) of the PanEnergy Disclosure Schedule, neither PanEnergy nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor agreement with any union or labor organization, nor does PanEnergy know of any activity or proceeding of any labor organization (or representative thereof) or employee group to represent or organize any PanEnergy Personnel. Except as set forth in Section 5.12(c) of the PanEnergy Disclosure Schedule, (i) there is no unfair labor practice, employment discrimination or other complaint against PanEnergy pending, or, to the knowledge of PanEnergy, threatened, which has or could reasonably be expected to have, a Material Adverse Effect on PanEnergy and (ii) there is no strike, dispute, slowdown, work stoppage or lockout pending, or, to the knowledge of PanEnergy, threatened, against or involving PanEnergy or any of its Subsidiaries which has or could reasonably be expected to have, a Material Adverse Effect on PanEnergy.
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Samples: Merger Agreement (Panenergy Corp)
Employee Benefits; Labor Matters. (a) Except as disclosed in Each material Benefit Plan with respect to the PanEnergy SEC documents, as Employees at the Bens Run Facility and the Specialty Facility is set forth in Section 5.12(a) on Schedule 3.12(a), and Sellers have made available to Buyer copies of the PanEnergy Disclosure Schedule or as would not have a Material Adverse Effect on PanEnergy, (i) all employee benefit plansthe most recent summary plan descriptions required by law, policiesincluding a description of any modifications made since the most recent summary plan description, practices, arrangements and programs maintained for the benefit (ii) a copy of the current or former employees or directors of PanEnergy or any of its Subsidiaries plan document and related trust document, if any, and ("PanEnergy 12iii) the most recent Form 5500 filing for each Benefit Plan, as applicable.
(b) Except as set forth in Section 5.12(b) of the PanEnergy Disclosure Schedule, the execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any plan, policy, arrangement or agreement, including but not limited to the PanEnergy Benefit Plans, or any trust or loan that will or may result in any payment (whether of severance pay or otherwiseon Schedule 3.12(b), acceleration, forgiveness neither the Sellers nor any of indebtedness, vesting, distribution, increase in benefits their ERISA Affiliates maintains or obligation contributes to fund benefits with respect a Benefit Plan subject to any PanEnergy PersonnelTitle IV or Section 302 of ERISA for the benefit of Employees at the Bens Run Facility or the Specialty Facility.
(c) Except as set forth in on Schedule 5.12(c3.12(c), the Sellers do not, and have not, maintained a Benefit Plan that provides retiree medical benefits to Employees at the Bens Run Facility or the Specialty Facility.
(d) Except as set forth on Schedule 3.12(d), the consummation of the PanEnergy Disclosure Scheduletransactions contemplated by this Agreement, neither PanEnergy nor any including the performance by Buyer of its Subsidiaries is obligations under Section 6.2 hereof, will not, either alone or in combination with another event, (i) entitle any current or former employee of the Bens Run Facility and the Specialty Facility to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee.
(e) Schedule 3.12(e) contains a party to any collective bargaining agreement or other labor agreement with any union or labor organization, nor does PanEnergy know complete list as of the date of this Agreement of the names and titles of all Employees of any activity Seller or proceeding any Affiliate of any labor organization Seller with respect to the Bens Run Facility and the Specialty Facility.
(or representative thereoff) or employee group to represent or organize any PanEnergy Personnel. Except as set forth in Section 5.12(c) of the PanEnergy Disclosure ScheduleSchedule 3.12(f), (i) there no Employees of the Bens Run Facility and the Specialty Facility are represented by any union or similar labor organization and no Seller is no unfair labor practiceparty to any union, employment discrimination collective bargaining or other complaint against PanEnergy pending, or, similar agreement relating to the knowledge employees of PanEnergythe Bens Run Facility and the Specialty Facility, threatened, which has or could reasonably be expected to have, a Material Adverse Effect on PanEnergy and (ii) there are no activities or petitions by any labor union to organize any employees of the Bens Run Facility and the Specialty Facility, (iii) there is not and has not been in the last five years any labor strike, slowdown or work stoppage and no such action is pending or has been threatened at the Bens Run Facility or the Specialty Facility, and (iv) Sellers are in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours.
(g) There is no strikepending litigation relating to the employment, disputetermination of employment, slowdowncompensation or employee benefits of any current or former employee of the Bens Run Facility and the Specialty Facility or any Benefit Plans for the benefit of Employees at the Bens Run Facility or the Specialty Facility (except for routine claims for benefits), work stoppage or lockout pending, ornor, to the knowledge Knowledge of PanEnergySellers, is any such litigation threatened.
(h) None of the Sellers is delinquent in payments to any employees, against consultants or involving PanEnergy independent contractors at the Bens Run Facility or the Specialty Facility for any wages, salaries, commissions, bonuses or other compensation for any services rendered or otherwise due under any Contract or Law. All contributions to, and payments under, any Benefit Plans for the benefit of Employees at the Bens Run Facility or the Specialty Facility have been timely made in accordance with ERISA, the Code and the terms of such Benefit Plans (or any failure with respect thereto has been remedied in accordance with applicable Law). With respect to each Benefit Plan for the benefit of its Subsidiaries Employees at the Bens Run Facility or the Specialty Facility, the Sellers have complied, in all material respects, with the applicable requirements of ERISA, COBRA, the Code and any other applicable Laws, rules, regulations or terms of such Benefit Plans.
(i) Schedule 3.12(i) states the number of Employees terminated by Sellers at the Bens Run Facility and the Specialty Facility since the date at least six months prior to the date of this Agreement and contains a complete and accurate list of the following information for each Employee of the Sellers at the Bens Run Facility and the Specialty Facility who has been terminated or laid off or whose hours of work have been reduced by more than 50% by any Seller, in the six months prior to the date of this Agreement: (i) the date of such termination, layoff or reduction in hours; (ii) the reason for such termination, layoff or reduction in hours, and (iii) the location to which has or could reasonably be expected to havethe employee was assigned, a Material Adverse Effect on PanEnergyif applicable.
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Samples: Asset Purchase Agreement (Aleris International, Inc.)
Employee Benefits; Labor Matters. (a) Except as disclosed in the -------------------------------- PanEnergy SEC documents, as set forth in Section 5.12(a) of the PanEnergy Disclosure Schedule or as would not have a Material Adverse Effect on PanEnergy, (i) all employee benefit plans, policies, practices, arrangements and programs maintained for the benefit of the current or former employees or directors of PanEnergy or any of its Subsidiaries ("PanEnergy 12Personnel") that are sponsored, maintained or contributed to by PanEnergy or any of its Subsidiaries, or with respect to which PanEnergy or any of its Subsidiaries has incurred or could be reasonably expected to incur any liability, including without limitation any such plan that is an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA") ("PanEnergy Benefit Plans"), are in compliance with all applicable requirements of law, including ERISA and the Code, and have been administered and operated in compliance with their terms, and (ii) neither PanEnergy nor any of its Subsidiaries has any liabilities or obligations with respect to any such PanEnergy Benefit Plans or any employee benefit plan which is not a PanEnergy Benefit Plan because (x) such plan has been terminated and/or (y) such plan is or was maintained or contributed to by any entity (other than a Subsidiary of PanEnergy) required to be aggregated with PanEnergy pursuant to Section 414 of the Code or Section 4001(b) of ERISA, whether accrued, contingent or otherwise, nor, to the knowledge of PanEnergy, are any such liabilities or obligations expected to be incurred.
(b) Except as set forth in Section 5.12(b) of the PanEnergy Disclosure Schedule, the execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any plan, policy, arrangement or agreement, including but not limited to the PanEnergy Benefit Plans, or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any PanEnergy Personnel.
(c) Except as set forth in Schedule 5.12(c) of the PanEnergy Disclosure Schedule, neither PanEnergy nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor agreement with any union or labor organization, nor does PanEnergy know of any activity or proceeding of any labor organization (or representative thereof) or employee group to represent or organize any PanEnergy Personnel. Except as set forth in Section 5.12(c) of the PanEnergy Disclosure Schedule, (i) there is no unfair labor practice, employment discrimination or other complaint against PanEnergy pending, or, to the knowledge of PanEnergy, threatened, which has or could reasonably be expected to have, a Material Adverse Effect on PanEnergy and (ii) there is no strike, dispute, slowdown, work stoppage or lockout pending, or, to the knowledge of PanEnergy, threatened, against or involving PanEnergy or any of its Subsidiaries which has or could reasonably be expected to have, a Material Adverse Effect on PanEnergy.
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