Employee Matters; Employee Benefit Plans. Except for matters which would not, individually, or in the aggregate, be reasonably likely to have a Material Adverse Effect:
(a) Except as accrued thereafter in accordance with the terms of the Plans as of the date hereof, neither the Corporation nor any of its Subsidiaries has incurred any material liability, and no event, transaction or condition has occurred or exists that could result in any material liability, on account of any Plans, including but not limited to liability for (i) additional contributions required to be made under the terms of any Plan or its related trust, insurance contract or other funding arrangement with respect to periods ending on or prior to the date hereof which are not reflected, reserved against or accrued in the Corporation’s financial statements; or (ii) breaches by the Corporation, or, to the Contributing Parties’ Knowledge, the trustees under the trusts created under the Plans, or any other Persons under ERISA or any other applicable Law. Each of the Plans has been operated and administered in material compliance with its terms, all applicable Laws and, if applicable, collective bargaining agreements. Since January 1, 2008, neither the Corporation nor any of its Subsidiaries has communicated to any current or former director, officer, employee or consultant thereof any intention or commitment to amend or modify any Plan, or to establish or implement any other employee or retiree benefit or compensation plan or arrangement, which would materially increase the cost to the Corporation and the Subsidiaries, taken as a whole.
(b) Each Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code, and the trust (if any) forming a part thereof has received or requested a favorable determination letter or is covered by an opinion letter from the Internal Revenue Service and, to the Contributing Parties’ Knowledge, no event has occurred and no condition exists which could reasonably be expected to result in the revocation of any such determination. All amendments and actions required to bring each Plan into conformity with the applicable provisions of ERISA, the Code, and any other applicable Laws have been made or taken.
(c) There are no pending or threatened claims by or on behalf of any participant in any of the Plans, or otherwise involving any such Plan or the assets of any Plan, other than routine claims for benefits in the ordinary course. The Plans are not presently under audit or examinatio...
Employee Matters; Employee Benefit Plans. (a) Neither the Borrower nor any of its Material Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There is (i) no unfair labor practice complaint pending against the Borrower or any of its Subsidiaries, or to the best knowledge of the Borrower, threatened against any of them before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against the Borrower or any of its Subsidiaries or to the best knowledge of the Borrower, threatened against any of them, (ii) no strike or work stoppage in existence or threatened involving the Borrower or any of its Subsidiaries, and (iii) to the best knowledge of the Borrower, no union representation question existing with respect to the employees of the Borrower or any of its Subsidiaries and, to the best knowledge of the Borrower, no union organization activity that is taking place, except (with respect to any matter specified in clause (i), (ii) or (iii) above, either individually or in the aggregate) such as is not reasonably likely to have a Material Adverse Effect.
(b) The Borrower, each of its Material Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except as could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. No liability to the PBGC (other than required premium payments due but not delinquent), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its Material Subsidiaries or any of their ERISA Affiliates except as could not reasonably be expected to have a Material Adverse Effect. No ERISA Event that could reasonably be expected to have ...
Employee Matters; Employee Benefit Plans. (a) Schedule 2.12(a) of the Company Disclosure Schedule contains a true and complete list as of April 1, 2007, of the employees employed by the Company, indicating the title of and a description of any agreements concerning such employees and a listing of the rate of all current salary and bonus payable by the Company to each employee. The Company has delivered to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company. To the Knowledge of the Company, no officer or key employee has any plans to terminate employment or service with the Company.
(b) Except as set forth on Section 2.12(b) of the Company Disclosure Schedule, with respect to current and former employees and service providers of the Company (each a “Service Provider”):
(i) the Company is in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including any laws respecting minimum wage and overtime payments, employment discrimination, workers’ compensation, employee benefits (including Code and other Tax provisions related to any favorable Tax treatment intended for a Benefit Arrangement or applicable to plans of its type), family and medical leave, immigration, and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice;
(ii) there is no claim and, to the Knowledge of the Company, there is no basis for any claim that such Service Provider was subject to a wrongful discharge or any employment discrimination by the Company, or their respective management, arising out of or relating to such Service Provider’s race, sex, age, religion, national origin, ethnicity, handicap or any other protected characteristic under applicable Laws;
(iii) there is not now, nor within the past twenty-four (24) months has there been, any actions, suits, claims, labor disputes, investigations or grievances pending, or, to the Knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Service Provider, including charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in any material liability to the Company;
(iv) the Service Pr...
Employee Matters; Employee Benefit Plans. (a) Schedule 4.2.14 is a true and complete list of (i) the names and addresses of all officers, directors, independent contractors, employees and agents of ACS, stating the positions, rates of compensation, accrued vacation and bonuses payable by ACS to or with respect to each and (ii) all Benefit Plans.
(b) ACS has fully performed all of its obligations under all such Benefit Plans, all of which are in full force and effect.
(c) All group health plans have been operated in compliance with either COBRA or state law regulations, as applicable, in all respects to the extent such requirements are applicable. No group health plan provides for past termination coverage except as required by COBRA.
(d) There has been no act or omission by ACS, any ERISA affiliate or any Benefit Plan fiduciary that has given rise to or may give rise to fines, penalties, taxes, or related charges.
(e) ACS is not now, and has not been, a party to any collective bargaining agreement, and no such agreement determines the terms and conditions of employment of any employee of ACS. There are no labor controversies pending or, to the knowledge of ACS and the ACS Stockholders, threatened against ACS.
(f) No Benefit Plan provides for any severance pay, accelerated payments, deemed satisfaction of goals or conditions, new or increased benefits, or vesting conditioned, in whole or in part, upon a change in control of the Business.
(g) No agreement, commitment, or obligation exists to increase any benefits under any Benefit Plan or to adopt any new Benefit Plan.
Employee Matters; Employee Benefit Plans. 18 ----------------------------------------
Employee Matters; Employee Benefit Plans. 26 2.24 Insurance......................................................................28 2.25
Employee Matters; Employee Benefit Plans. (a) There is no labor strike, material dispute, material slowdown or material stoppage actual- ly pending or, to the best of Sellers' knowledge, threatened against or af- fecting the Company or any Company Subsidiary and none of the Company nor any Company Subsidiary has experienced any material work stoppage since January 1, 1995.
(b) Any sum due as salary, severance indemnity, social security contribution, unpaid holidays and other benefits or bonuses due to their employees by any of the Company or the Company Subsidiaries, and other reserves concerning such employment relationships have been duly paid or allocated, in accordance with all applicable laws and regulations concerning labor and social security matters. All the obligations towards the abovesaid employees, as well as towards any social security agency have been duly fulfilled.
(c) All the employees of the Company or any Company Subsidiary are duly registered in the payroll of said companies.
(d) Except as set forth in Schedule 3.17(d) of the Disclosure Schedule, no litigation is pending or, to the knowledge of the Sellers, threatened before any judicial and administrative court or arbitral tribunal with respect to any of the employees of the Company or any Company Subsidiary involving more than LIT 150 million.
(A) Any and all obligations concerning Law no. 482 of April 2, 1968, concerning the mandatory hiring of certain categories of employees (such as disabled, refugees, widows, etc.) have been substantially fulfilled.
Employee Matters; Employee Benefit Plans. 18 4.2.15 Governmental Authorizations......................................19 4.2.16 Consents.........................................................19 4.2.17 Insurance........................................................19 4.2.18 Intellectual Property............................................19 4.2.19 Litigation.......................................................20
Employee Matters; Employee Benefit Plans. (a) Prior to the date hereof, the Seller posted as File Number 6.14 in the electronic data room set up by the Seller a true and complete list of the following information for each of the employees and independent contractors of the Seller who performs any services related to the operation of the Business (such employees, the “Seller Business Employees,” such independent contractors, the “Seller Business Contractors,” and collectively, the “Seller Business Service Providers”) as of the date hereof, as applicable: name; employing entity; job title or position; work location; date of hire; current annual base salary or hourly rate and any scheduled and communicated increases thereto; most recent target bonus amount or other incentive compensation paid (including “phantom” or “synthetic” carried interest arrangements or similar bonus compensation); target bonus amount for 2023 (such target bonus opportunity, each Seller Business Employee’s “2023 Target Annual Bonus”); exempt or non-exempt status; employment, furlough or leave status (including any medical leaves of absence); any vacation or paid time off balance accrued and the rate of such accrual; and visa status, if applicable (the “Business Service Provider Census”).
(b) Except as set forth on Schedule 3.14(b) of the Disclosure Letter, none of the Seller Business Service Providers is bound by any Contract that limits his or her ability to engage in or continue to perform his or her duties or practice in respect of the Business, or to assign to any Person any rights of any kind relating to or arising from such employee’s employment with the Seller.
(c) Except as expressly contemplated by this Agreement or the other Transaction Documents, or as set forth on Schedule 3.14(c) of the Disclosure Letter, neither the execution and delivery of this Agreement, the other Transaction Documents, nor any of the transactions contemplated by this Agreement could, either alone or upon the occurrence of any additional or subsequent events (including termination of employment or service): (i) entitle any current or former director, officer, employee, independent contractor or consultant of the Seller or Seller Business Service Provider to severance pay or any other payment or benefit, (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation or benefits (including any equity or equity-based award) due to any such individual; (iii) increase the amount payable under or result in any other ...
Employee Matters; Employee Benefit Plans. 52 Section 8.05. Directors' and Officers' Insurance...................52 Section 8.06. Cooperation..........................................52 Section 8.07.
