Employee Matters and Benefit Plans. (a) Each material employment, deferred compensation, stock option, stock purchase, stock appreciation right, equity-based compensation, incentive, bonus, tuition reimbursement, pension, savings, profit-sharing, retirement, medical, vacation, retiree medical, dental, life, disability, death benefit, group insurance, severance pay plan, other material agreement (including any severance, change in control or similar agreement) or material fringe benefit plan or arrangement (including any “employee benefit plan” within the meaning of Section 3(3) of ERISA) that is maintained or sponsored by a Seller or a Transferred Entity and that affects or covers any Employee in the United States Business (other than statutory plans) has been listed on Section 3.12(a) of the Disclosure Schedule (each a “U.S. Benefit Plan” and collectively, the “U.S. Benefit Plans”). To the Knowledge of Honeywell, a complete and accurate copy of each U.S. Benefit Plan and the current summary plan description, if any of each U.S. Benefit Plan has been Made Available to Purchaser. Neither the Seller nor any Transferred Entity has any commitment, to create, incur liability with respect to, or cause to exist, any employee benefit plans, programs or arrangements which would constitute U.S. Benefit Plans. (b) Each material employment, deferred compensation, stock option, stock purchase, stock appreciation right, equity-based compensation, incentive, bonus, tuition reimbursement, pension, savings, profit-sharing, retirement, medical, vacation, retiree medical, dental, life, disability, death benefit, group insurance, severance pay plan, other material agreement (including any severance, change in control or similar agreement) or material fringe benefit plan or arrangement that is maintained or sponsored by a Seller or a Transferred Entity and that affects or covers any Employee employed in the Non-United States Business has been listed on Section 3.12(b) of the Disclosure Schedule (other than statutory plans) (each a “Foreign Benefit Plan” and collectively, the “Foreign Benefit Plans”). To the Knowledge of Honeywell, a complete and accurate copy of each Foreign Benefit Plan has been Made Available to Purchaser. Neither the Seller nor any Transferred Entity has any commitment to create, incur liability with respect to, or cause to exist, any employee benefit plan, program or arrangement which would constitute a Foreign Benefit Plan. (c) Neither Honeywell nor any Affiliate has incurred any liability which reasonably could be expected to subject the Purchaser to any material liability or obligation: (i) under Code Section 412 or Title IV of ERISA with respect to any “single employer plan” (as defined in ERISA Section 4001(a)(15); or (B) under Title IV of ERISA with respect to any “multiemployer plan” (as defined in Section 3(37) or Section 4001(a)(3) of ERISA)). (d) None of the U.S. Benefits Plans or Foreign Benefit Plans provide for the payment of separation, severance, termination or similar-type benefits to any Employee or obligates Sellers to pay separation, severance, termination or similar-type benefits to any Employee solely as a result of any transaction contemplated by this Agreement or as a result of a “change in control”, within the meaning of such term under Section 280G of the Code. (e) Neither Honeywell nor any Affiliate has incurred any liability which reasonably could be expected to subject the Purchaser to any material liability or obligation to provide continuing benefits or coverage under any welfare plan (as defined in Section 3(1) of ERISA) for any participant or any beneficiary of a participant after such participant’s termination of employment, except as may be required by Section 4980B of the Code or Section 601 (et seq.) of ERISA (“COBRA”) or under any applicable state Law or National Law. (f) Each U.S. Benefit Plan and Foreign Benefit Plan complies in all material respects with any applicable Law governing such U.S. Benefit Plan or Foreign Benefit Plan, including ERISA and the Code, and is maintained in all material respects in accordance with its terms and the terms of any applicable collective bargaining agreement to the extent consistent with all such requirements of Law. (g) Section 3.12(g) of the Disclosure Schedule lists, as of the date hereof, all employees of the Business and designates those employees employed by a Transferred Entity. (h) Section 3.12(h) of the Disclosure Schedule lists the names and the sites of employment or facilities of those individuals who suffered an “employment loss” (as defined in the WARN Act) at any site of employment or facility of the Business within the United States during the 90-day period prior to the date hereof, together with the date of each such employment loss. With respect to each such “employment loss,” the Sellers complied in all material respects with the notice requirements contained in the WARN Act.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Honeywell International Inc), Stock and Asset Purchase Agreement (Be Aerospace Inc)
Employee Matters and Benefit Plans. (a) Each material employment, deferred compensation, pension, stock option, stock purchase, stock appreciation right, equity-based compensation, incentive, bonus, tuition reimbursement, pension, savings, profit-sharingsharing or retirement plan, retirementarrangement or agreement, each medical, vacation, retiree medical, dental, lifelife or accident insurance, disability, death benefitunemployment insurance benefits, group insuranceemployee loans, termination pay or severance pay plan, and each other material agreement (including any severance, change in control or similar agreement) or material fringe benefit plan or arrangement (including any “employee benefit plan” within the meaning of Section 3(3) of ERISA) arrangement, in each case, that is sponsored or maintained by the Company or sponsored by a Seller or a Transferred Entity to which the Company has an obligation to contribute and that affects or covers any Employee in employee of the United States Business Company (other than statutory plansan “Employee”) (but excluding any plan or program maintained or sponsored by a Governmental Authority) (each a “Company Plan” and, collectively, the “Company Plans”), has been listed on set forth in Section 3.12(a) of the Disclosure Schedule (each a “U.S. Benefit Plan” and collectively, the “U.S. Benefit Plans”). To the Knowledge of Honeywell, a complete and accurate copy of each U.S. Benefit Plan and the current summary plan description, if any of each U.S. Benefit Plan has been Made Available to Purchaser. Neither the Seller nor any Transferred Entity has any commitment, to create, incur liability with respect to, or cause to exist, any employee benefit plans, programs or arrangements which would constitute U.S. Benefit PlansSchedule.
(b) Each material employment, deferred compensation, pension, stock option, stock purchase, stock appreciation right, equity-based compensation, incentive, bonus, tuition reimbursement, pension, savings, profit-sharingsharing or retirement plan, retirementarrangement or agreement, each medical, vacation, retiree medical, dental, lifelife or accident insurance, disability, death benefitunemployment insurance benefits, group insuranceemployee loans, termination pay or severance pay plan, and each other material agreement (including any severance, change in control or similar agreement) or material fringe benefit plan or arrangement arrangement, in each case, that is sponsored or maintained or sponsored by a either the Seller or a Transferred Entity any of its Affiliates (other than the Company) or to which the Seller or any of its Affiliates (other than the Company) have an obligation to contribute and that affects or covers any Employee employed in (but excluding any plan or program maintained or sponsored by a Governmental Authority) (each a “Seller Plan” and, collectively, the Non-United States Business “Seller Plans”), has been listed on set forth in Section 3.12(b) of the Disclosure Schedule (other than statutory plans) (each a “Foreign Benefit Plan” and collectively, the “Foreign Benefit Plans”). To the Knowledge of Honeywell, a complete and accurate copy of each Foreign Benefit Plan has been Made Available to Purchaser. Neither the Seller nor any Transferred Entity has any commitment to create, incur liability with respect to, or cause to exist, any employee benefit plan, program or arrangement which would constitute a Foreign Benefit PlanSchedule.
(c) Neither Honeywell nor any Affiliate has incurred any liability which reasonably could be expected A copy of each Company Plan and each Seller Plan and the material documents that support each Company Plan and each Seller Plan have been Made Available to subject the Purchaser to any material liability or obligation: (i) under Code Section 412 or Title IV of ERISA with respect to any “single employer plan” (as defined in ERISA Section 4001(a)(15); or (B) under Title IV of ERISA with respect to any “multiemployer plan” (as defined in Section 3(37) or Section 4001(a)(3) of ERISA))Purchaser.
(d) None of the U.S. Benefits All Company Plans or Foreign Benefit Plans provide for the payment of separation, severance, termination or similar-type benefits to any Employee or obligates Sellers to pay separation, severance, termination or similar-type benefits to any Employee solely as a result of any transaction contemplated by this Agreement or as a result of a “change in control”, within the meaning of such term under Section 280G of the Code.
(e) Neither Honeywell nor any Affiliate has incurred any liability which reasonably could be expected to subject the Purchaser to any material liability or obligation to provide continuing benefits or coverage under any welfare plan (as defined in Section 3(1) of ERISA) for any participant or any beneficiary of a participant after such participant’s termination of employment, except as may be required by Section 4980B of the Code or Section 601 (et seq.) of ERISA (“COBRA”) or under any applicable state Law or National Law.
(f) Each U.S. Benefit Plan and Foreign Benefit Plan complies in all material respects with any applicable Law governing such U.S. Benefit Plan or Foreign Benefit Plan, including ERISA and the Codeare, and is maintained have been, established, registered, administered, funded and invested in all material respects in accordance with its terms and the terms of such Company Plans including the terms of the material documents that support such Company Plans and all applicable Laws.
(e) To the knowledge of the Parent or the Seller, no event has occurred respecting any applicable collective bargaining agreement Company Plan which would reasonably be expected to result in the extent consistent with all revocation of the registration of such requirements Company Plan or entitle any person (without consent of Lawthe Parent or the Seller) to wind up or terminate any Company Plan, in whole or in part, or which could otherwise reasonably be expected to adversely affect the tax status of any such Company Plan.
(f) Except as disclosed in Section 3.12(f) of the Disclosure Schedule, there are no unfunded liabilities in respect of any Company Plan including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable.
(g) Section 3.12(gThere is no material proceeding, action, suit or claim (other than routine claims for payments of benefits) pending or, to the knowledge of the Disclosure Schedule listsParent or the Seller, as of the date hereof, all employees of the Business and designates those employees employed by a Transferred Entitythreatened involving any Company Plan or its assets.
(h) Section 3.12(h) The Company does not have any obligation to provide health, welfare or life insurance benefits beyond retirement or other termination of the Disclosure Schedule lists the names and the sites of employment service to Employees or facilities of those individuals who suffered an “employment loss” (as defined in the WARN Act) at any site of employment former employees or facility of the Business within the United States during the 90-day period prior to the date hereof, together with the date beneficiaries or dependents of each such employment loss. With respect to each such “employment loss,” the Sellers complied employees under any Company Plan.
(i) The Company is and has been operated in all material respects in compliance with all applicable Laws relating to employees.
(j) There is no material proceeding, action, suit or claim pending or, to the notice requirements contained knowledge of the Parent or the Seller, threatened involving any Employee relating to such Employee’s employment with Parent, Seller or the Company.
(k) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event (which would not in and of itself trigger such payment or benefit): (i) entitle any current or former employee or officer of the WARN ActCompany to severance pay, unemployment compensation or any other payment under any Company Plan, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, or increase the amount of, compensation or benefits due to any such employee or officer or trigger any other material obligation pursuant to, any Company Plan, or (iii) result in any breach or violation of, or a default under, any Company Plan.
(l) This Section 3.12 contains the sole and exclusive representations and warranties of the Seller with respect to Employees, the Company Plans and the Seller Plans.
Appears in 1 contract
Samples: Equity Purchase Agreement (Primus Telecommunications Group Inc)
Employee Matters and Benefit Plans. (a) Each material employment, deferred compensation, stock option, stock purchase, stock appreciation right, equity-based compensation, incentive, bonus, tuition reimbursement, pension, savings, profit-sharing, retirement, medical, vacation, retiree medical, dental, life, disability, death benefit, group insurance, severance pay plan, other material compensatory plan, policy or agreement (including any severance, retention, change in control or similar agreement) or material fringe benefit plan or arrangement (including any “employee benefit plan” within the meaning of Section 3(3) of ERISA) that is maintained or sponsored by a Seller or a Transferred Entity and that affects or covers any Employee in the United States Business (Business, other than statutory plans) , has been listed on Section 3.12(a) of the Disclosure Schedule (each a “U.S. Benefit Plan” and collectively, the “U.S. Benefit Plans”). To Sellers have delivered or made available to Purchaser a current, accurate and complete copy (or, to the Knowledge of Honeywellextent no such copy exists, a complete and an accurate copy written description) of each U.S. Benefit Plan and, to the extent applicable, the Plan’s most recent IRS determination letter and the current summary plan description, if any of each any. Each U.S. Benefit Plan which is intended to qualify under Code Section 401(a) has been Made Available determined to Purchaser. Neither be so qualified by the Seller nor any Transferred Entity Internal Revenue Service and to the Knowledge of Honeywell nothing has any commitment, occurred as to create, incur liability with respect to, each which has resulted or cause is likely to exist, any employee benefit plans, result in the revocation of such qualification or which requires or could require action under the compliance resolution programs or arrangements which would constitute U.S. Benefit Plansof the Internal Revenue Service to preserve such qualification.
(b) Each material employment, deferred compensation, stock option, stock purchase, stock appreciation right, equity-based compensation, incentive, bonus, tuition reimbursement, pension, savings, profit-sharing, retirement, medical, vacation, retiree medical, dental, life, disability, death benefit, group insurance, severance pay plan, other material compensatory plan, policy or agreement (including any severance, retention, change in control or similar agreement) or material fringe benefit plan or arrangement that is maintained or sponsored by a Seller or a Transferred Entity and that affects or covers any Employee employed in the Non-United States Business Business, other than statutory plans, has been listed on Section 3.12(b) of the Disclosure Schedule (other than statutory plans) (each a “Foreign Benefit Plan” and collectively, the “Foreign Benefit Plans”). To Sellers have delivered or made available to Purchaser a current, accurate and complete copy (or, to the Knowledge of Honeywellextent no such copy exists, a complete and an accurate copy written description) of each Foreign Benefit Plan and, to the extent applicable, the Plan’s current summary plan description, if any. Each Foreign Benefit Plan (i) if intended to qualify for special tax treatment, meets all requirements for such treatment; (ii) is fully funded and has been Made Available fully accrued for on the Financial Statements; and (iii) if required to Purchaser. Neither be registered, has been registered with the Seller nor any Transferred Entity appropriate authorities and has any commitment to create, incur liability been maintained in good standing with respect to, or cause to exist, any employee benefit plan, program or arrangement which would constitute a Foreign Benefit Planthe appropriate regulatory authorities.
(c) No Seller or Transferred Entity has announced its intention, or undertaken (whether or not legally bound) to modify or terminate any U.S. Benefit Plan or Foreign Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of a U.S. Benefit Plan or Foreign Benefit Plan. Neither Honeywell nor any ERISA Affiliate has incurred any liability Liability which reasonably could be expected to subject the Purchaser to any material liability or obligationremains outstanding: (i) under Code Section 412 or Title IV of ERISA with respect to any “single employer plan” (as defined in ERISA Section 4001(a)(15XXXXX Xxxxxxx 0000(x)(00); or , xx (Bxx) under Title IV of ERISA with respect to any “multiemployer plan” (as defined in Section 3(37) or Section 4001(a)(3) of ERISA)).
(d) None of the U.S. Benefits Plans or Foreign Benefit Plans provide for the payment of separation, severance, termination or similar-type benefits to Transferred Entities nor any Employee or obligates Sellers to pay separation, severance, termination or similar-type benefits to any Employee solely as a result of any transaction contemplated by this Agreement or as a result ERISA Affiliate of a Transferred Entity maintains or contributes to (A) any “change single employer plan” or “multiemployer plan” (each as defined in control”the preceding paragraph) that is subject to Code Section 412 or Title IV of ERISA, (B) any “multiple employer welfare arrangement” as defined in Section 3(40)(A) of ERISA, (C) any “multiple employer plan” as described in ERISA Section 210, or (D) any “voluntary employees beneficiary association” within the meaning of such term under Section 280G section 501(c)(9) of the Code or any other “welfare benefit fund” as defined in section 419(e) of the Code. With respect to any U.S. Benefit Plan set forth on Section 3.12(d) of the Disclosure Schedule which is a “single employer plan” (as defined above) subject to Title IV of ERISA, no reportable event within the meaning of Section 4043 of ERISA, or event or condition which presents a material risk of termination by the Pension Benefit Guaranty Corporation, has occurred.
(e) Neither Honeywell nor any Affiliate No Transferred Entity has incurred any liability which reasonably could be expected to subject the Purchaser to any material liability or obligation Liability to provide continuing health (including medical, dental or vision care) or life insurance benefits or coverage under any welfare plan (as defined in Section 3(1) of ERISA) U.S. Benefit Plan for any participant or any beneficiary of a participant after such participant’s termination of employment, except as may be required by Section 4980B of the Code or Section 601 (et seq.) of ERISA (“COBRA”) or under any applicable state Law or National LawLaws (such benefits and coverages, “OPEB Benefits”). To the Knowledge of Honeywell, no U.S. Benefit Plan nor any person who is a party in interest in respect of a U.S. Benefit Plan within the meaning of Section 3(14) of ERISA, has engaged in a prohibited transaction which could subject any Transferred Entity directly or indirectly to liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code.
(f) Each U.S. Benefit Plan and Foreign Benefit Plan complies and has complied in all material respects with any applicable Law governing such U.S. Benefit Plan or Foreign Benefit PlanPlan (whether as a matter of substantive law or as necessary to secure favorable tax treatment), including ERISA and the Code, and is and has been maintained in all material respects in accordance with its terms and the terms of any applicable collective bargaining agreement to the extent consistent with all such requirements of Law. With respect to each U.S. Benefit Plan and Foreign Benefit Plan for which a separate fund of assets is or is required to be maintained, full and timely payment has been made of all amounts required of the Sellers and the Transferred Entities, under the terms of each such Plan or applicable Law (determined without regard to any waiver of legally applicable funding requirements), as applied through the Closing Date. There are no pending or threatened legal actions, proceedings or investigations, other than routine claims for benefits, concerning any U.S. Benefit Plan or Foreign Benefit Plan or, to the Knowledge of Honeywell, any fiduciary or service provider thereof in respect of such U.S. Benefit Plan or Foreign Benefit Plan, which could be expected to give rise to any Liability on the part of any Transferred Entity. Neither any Seller nor any Transferred Entity has any material liability, nor has taken any action that could give rise to such material liability, under any U.S. Benefit Plan or Foreign Benefit Plan, arising out of the treatment of any service provider as a consultant or independent contractor and not as an employee (or vice versa).
(g) Except as set forth in Section 3.12(g) of the Disclosure Schedule listsSchedule, as there are no providers of subcontracted employees to the date hereof, all employees of the Business and designates those employees employed by a Transferred EntityBusiness.
(h) This Section 3.12(h) 3.12 contains the exclusive representations and warranties of Sellers with respect to the Disclosure Schedule lists the names U.S. Benefit Plans and the sites of employment or facilities of those individuals who suffered an “employment loss” (as defined in the WARN Act) at any site of employment or facility of the Business within the United States during the 90-day period prior to the date hereof, together with the date of each such employment loss. With respect to each such “employment loss,” the Sellers complied in all material respects with the notice requirements contained in the WARN ActForeign Benefit Plans.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Honeywell International Inc)
Employee Matters and Benefit Plans. (a) Each material employmentPart 3.13 of the Disclosure Letter contains a complete and accurate list of the following information for each Employee or Consultant of any Acquired Company, deferred compensation, stock option, stock purchase, stock appreciation right, equity-based compensation, incentive, bonus, tuition reimbursement, pension, savings, profit-sharing, including each employee on leave of absence or layoff status: employer; name; job title; aggregate annual remuneration (gross salary); vacation accrued; and service credited for purposes of vesting and eligibility to participate under the Employee Plan (as defined in Section 3.13(d)) or any retirement, medical, vacation, retiree medical, dental, life, disability, death benefit, group insurance, severance pay plan, other material agreement (including any severance, change in control or similar agreement) or material fringe benefit plan or arrangement (including any “employee benefit plan” within . For the meaning purposes hereof "remuneration" includes bonuses but excludes non-monetary fringe benefits and additional costs to the Acquired Companies in respect of Section 3(3remuneration.
(b) of ERISA) that is maintained or sponsored by a Seller or a Transferred Entity and that affects or covers any Employee in the United States Business (other than statutory plans) has been listed on Section 3.12(a) Part 3.13 of the Disclosure Schedule Letter contains a complete and accurate list of the following information for each retired Employee of the Acquired Companies, or their dependents, receiving benefits or scheduled to receive benefits in the future: name, pension benefit, pension option election, retiree medical insurance coverage, retiree life insurance coverage, and other benefits.
(each a “U.S. Benefit Plan” and collectivelyc) Except as set forth in Part 3.13 of the Disclosure Letter, the “U.S. Benefit Plans”)obligation of the Acquired Companies for payment of severance pay due to all permanent employees of the Acquired Companies is covered in full by Managers Insurance Policies ("Bituach Menahalim") for senior Employees and by the reserve provided for in the financial statements and the Interim Balance Sheet.
(d) To the Knowledge of Seller and the Acquired Companies, no Employee or Consultant of any Acquired Company is in violation of any term of any employment, employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of any such person with such Acquired Company or any other party because of the nature of the business conducted or to be conducted by such Acquired Company. To the Knowledge of Honeywell, a complete and accurate copy of each U.S. Benefit Plan Seller and the current summary plan descriptionAcquired Companies, if no Employee or Consultant of any of each U.S. Benefit Plan has been Made Available to Purchaser. Neither the Seller nor any Transferred Entity has any commitment, to create, incur liability with respect Acquired Company is a party to, or cause to existis otherwise bound by, any employee benefit plansagreement or arrangement, programs or arrangements which would constitute U.S. Benefit Plans.
(b) Each material employment, deferred compensation, stock option, stock purchase, stock appreciation right, equity-based compensation, incentive, bonus, tuition reimbursement, pension, savings, profit-sharing, retirement, medical, vacation, retiree medical, dental, life, disability, death benefit, group insurance, severance pay plan, other material agreement (including any severanceconfidentiality, change noncompetition, or proprietary rights agreement, between such Employee or Consultant and any other Person ("Proprietary Rights Agreement") that in control or similar agreement) or material fringe benefit plan or arrangement that is maintained or sponsored by a Seller or a Transferred Entity and that any way adversely affects or covers any Employee employed in the Non-United States Business has been listed on Section 3.12(b) of the Disclosure Schedule (other than statutory plans) (each a “Foreign Benefit Plan” and collectively, the “Foreign Benefit Plans”). To the Knowledge of Honeywell, a complete and accurate copy of each Foreign Benefit Plan has been Made Available to Purchaser. Neither the Seller nor any Transferred Entity has any commitment to create, incur liability with respect to, or cause to exist, any employee benefit plan, program or arrangement which would constitute a Foreign Benefit Plan.
(c) Neither Honeywell nor any Affiliate has incurred any liability which reasonably could be expected to subject the Purchaser to any material liability or obligation: will affect (i) under Code Section 412 or Title IV the performance of ERISA with respect to any “single employer plan” (his duties as defined in ERISA Section 4001(a)(15); or (B) under Title IV of ERISA with respect to any “multiemployer plan” (as defined in Section 3(37) or Section 4001(a)(3) of ERISA)).
(d) None of the U.S. Benefits Plans or Foreign Benefit Plans provide for the payment of separation, severance, termination or similar-type benefits to any Employee or obligates Sellers to pay separation, severance, termination or similar-type benefits to any Employee solely as a result of any transaction contemplated by this Agreement or as a result of a “change in control”, within the meaning of such term under Section 280G of the Code.an
(e) Neither Honeywell nor any Affiliate With respect to each Acquired Company that has incurred any liability which reasonably could be expected to subject assets or Employees in the Purchaser to any material liability or obligation to provide continuing benefits or coverage under any welfare plan (United States, the Company and the Sellers represent and warrant as defined in Section 3(1) of ERISA) for any participant or any beneficiary of a participant after such participant’s termination of employment, except as may be required by Section 4980B of the Code or Section 601 (et seq.) of ERISA (“COBRA”) or under any applicable state Law or National Lawset forth on Exhibit 3.13.
(f) Each U.S. Benefit Company Employee Plan has been established, maintained and Foreign Benefit Plan complies administered in all material respects with any applicable Law governing such U.S. Benefit Plan or Foreign Benefit Plan, including ERISA and the Code, and is maintained in all material respects in accordance compliance with its terms and conditions and with the terms of requirements prescribed by any and all statutory or regulatory laws that are applicable collective bargaining agreement to the extent consistent with all such requirements of Law.
(g) Section 3.12(g) of the Disclosure Schedule listsCompany Employee Plan. Furthermore, no Company Employee Plan has unfunded liabilities, that as of the date hereofClosing, all employees of will not be offset by insurance or fully accrued. Except as required by law, no condition exists that would prevent the Business and designates those employees employed by a Transferred EntityAcquired Companies from terminating or amending any Company Employee Plan.
(h) Section 3.12(h) of the Disclosure Schedule lists the names and the sites of employment or facilities of those individuals who suffered an “employment loss” (as defined in the WARN Act) at any site of employment or facility of the Business within the United States during the 90-day period prior to the date hereof, together with the date of each such employment loss. With respect to each such “employment loss,” the Sellers complied in all material respects with the notice requirements contained in the WARN Act.
Appears in 1 contract
