Employee Matters; Employee Benefits. (a) To such Company’s Knowledge, no employees of such Company or any of its Company Subsidiaries are obligated under any Contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any Governmental Order, that would interfere in any material respect with such employee’s ability to promote the interest of such Company or Company Subsidiary or that would conflict with the AME Business.
(b) Such Company and each of its Company Subsidiaries is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants or independent contractors. Such Company and each of its Company Subsidiaries has complied during the Compliance Period, and is complying, in all material respects with all applicable state and federal equal employment opportunity Laws and with other Laws related to employment, including those related to wages, hours, worker classification and collective bargaining. Such Company and each of its Company Subsidiaries has withheld and paid to the appropriate Governmental Authority during the Compliance Period, or is holding for payment not yet due to such Governmental Authority, all amounts required to be withheld from employees of such Company or Company Subsidiary and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing.
(c) Schedule 3.19(c) sets forth each employee benefit plan maintained, established or sponsored by such Company or any of its Company Subsidiaries, or which such Company or Company Subsidiary participates in or contributes to, which is subject to ERISA (each, a “Company Benefit Plan”). Such Company and each of its Company Subsidiaries has made all required contributions during the Compliance Period, and has no liability, to any Company Benefit Plan, other than liability for health plan continuation coverage described in Part 6 of Title I(B) of ERISA, and during the Compliance Period has complied in all material respects with all Laws applicable to the Company Benefit Plans.
(d) No officer, manager, key employee, or group of employees of such Company or any of its Company Subsidiaries has notified such Company or Company Subsidiary of such Person’s or group’s intent to terminate employment with such Company or Compa...
Employee Matters; Employee Benefits. The Disclosure Letter sets forth each employee benefit plan maintained, established or sponsored by Verano or any Verano Subsidiary, or which Verano or any Verano Subsidiary participates in or contributes to, which is subject to ERISA and is material to Verano and its Subsidiaries taken as a whole. The representations and warranties of Verano contained in this Schedule “B” shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which the Agreement is terminated in accordance with its terms.
Employee Matters; Employee Benefits. 13 Section 3.13 Title to Property and Assets...................................... 14 Section 3.14 Taxes............................................................. 15 Section 3.15 Financial Statements; No Undisclosed Liabilities.................. 16 Section 3.16
Employee Matters; Employee Benefits. (a) Except as set forth on SCHEDULE 3.12(a), neither the Company nor any ERISA Affiliate maintains or contributes to, or is in any way a party to (i) any "employee welfare benefit plan," as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (ii) any "employee pension benefit plan," as defined in Section 3(2) of ERISA, (iii) any other written, unwritten, formal or informal plan or agreement involving direct or indirect compensation other than workers' compensation, unemployment compensation and other government programs, under which the Company has or is reasonably expected to have any present or future liability (directly or indirectly), or (iv) any employment, severance or other similar contract, arrangement or policy (written or oral) providing for insurance coverage (including any self-insured arrangements), non-statutory workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock appreciation rights or other forms of incentive compensation or post-retirement insurance, compensation or benefits entered into, maintained or contributed to by the Company. Each plan, agreement, practice, policy or arrangement required to be set forth on SCHEDULE 3.12(a) pursuant to the foregoing is referred to herein as a "Benefit Plan." For purposes of this Section 3.12, the terms "ERISA Affiliate" shall mean any person or entity which, together with the Company, would be treated as a single employer under Code Sections 414(b), (c), (m) or (o).
Employee Matters; Employee Benefits. (a) Section 4.15(a) of the Disclosure Schedules contains (i) the names of all Persons who are employees of the Company, whether such employees are full time employees, part time employees, on short term or long term disability or on leave of absence pursuant to any of such employer’s policies, The Family Medical Leave Act of 1993 or other similar local law (the “Employees”), as well as (ii) each Employee’s current base salary and job title. The Company does not provide any post-employment welfare benefits for any of its current or former employees (including, but not limited to, the Employees), except as may be required under Section 4980B of the IRC.
(b) All employee welfare benefit plans established or maintained by or on behalf of the Company, or with respect to which the Company has contributed, is required to contribute, or may have any liability, are listed on Section 4.15(c) of the Disclosure Schedules (the “ERISA Welfare Plans”). All employee pension benefit plans, established or maintained by or on behalf of the Company, or with respect to which the Company has contributed, is required to contribute, or may have any liability, are listed on Section 4.15(c) of the Disclosure Schedules (the “ERISA Pension Plans” together with the ERISA Welfare Plans and any other fringe benefit, incentive or deferred compensation or other employment benefit plan or employment, consulting, incentive or deferred compensation, equity or equity-based compensation, severance, change in control, retention or termination contract between the Company on the one hand, and an individual, on the other hand, the “Employee Benefit Plans”).
(c) With respect to each Employee Benefit Plan, the Members have provided, or have caused the Company to provide, Buyer with correct and complete current copies of (i) each such Employee Benefit Plan, including all amendments to such plans, (ii) all summary plan descriptions and the most recent benefits booklet provided to employees utilized in the operation of the Company, (iii) the most recent annual report on Form 5500 required to be filed with the IRS with respect thereto (if any) and (iv) all material communications received from the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Body (including a description of any oral communication) during the last two years.
(d) All benefits due under each Employee Benefit Plan have been timely paid and there is no lawsuit or claim, other than routine ...
Employee Matters; Employee Benefits. Amrita Xxxxxx. Monthly payment of $4,333.
Employee Matters; Employee Benefits. (a) To the Company’s knowledge, no employees of the Company or any of its Subsidiaries are obligated under any Contract (including licenses, covenants or commitments of any nature), or subject to any Governmental Order, that would interfere in any material respect with such employee’s ability to promote the interest of the Company or any of its Subsidiaries or that would conflict with the business of the Company and its Subsidiaries.
(b) Neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date of this Agreement or amounts required to be reimbursed to such employees, consultants or independent contractors. The Company and each of its Subsidiaries has complied, and is in compliance, in all material respects with all applicable state and federal equal employment opportunity Laws and with other Laws related to employment, including those related to wages, hours, worker classification and collective bargaining. The Company and each of its Subsidiaries has withheld and paid to the appropriate Governmental Entity, or is holding for payment not yet due to such Governmental Entity, all amounts required to be withheld from employees of the Company or such Subsidiary and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing.
(c) Section 21(c) of the Company Disclosure Letter sets forth each employee benefit plan maintained, established or sponsored by the Company or any of its Subsidiaries, or which the Company or of its Subsidiaries participates in or contributes to, which is subject to ERISA (each, a “Company Benefit Plan”). The Company and each of its Subsidiaries has made all required contributions to, and has no liability under, any Company Benefit Plan, other than liability for health plan continuation coverage described in Part 6 of Title I(B) of ERISA, and has complied in all material respects with all Laws applicable to the Company Benefit Plans.
(d) Except as set forth in Section 21(d) of the Company Disclosure Letter, no officer, director, manager, key employee, or group of employees of the Company or any of its Subsidiaries has notified the Company or such Subsidiary of such Person’s or group’s intent to terminate employment with the Company or such Subsidiary, as applicable. There are no pen...
Employee Matters; Employee Benefits. 5.13.1 Seller has complied in all material respects with all applicable laws and regulations relating to employment matters and practices (collectively, "Employment Laws"), including, without limitation, fair labor standards, wage and hour requirements, collective bargaining laws, employment discrimination, affirmative action, withholding and other tax laws relating to employment, and occupational health and safety requirements which relate, directly or indirectly, to the Acquired Assets or the SCO Business. There are no claims or controversies pending or, to the best knowledge of Seller, threatened, between Seller, on the one hand, and any of its current or former employees on the other hand, which relate, directly or indirectly, to the Acquired Assets or the SCO Business. Seller is not labile for arrears or wages, benefits, taxes, damages or penalties for failing to comply with Employment Laws with respect to the SCO Business or the current or former employees of that business.
5.13.2 From and after the Closing, Buyer shall not have any obligations or liabilities to individuals, governmental authorities or others arising out of or as a result of Seller's employment or termination of any current or former employees of Seller prior to or after the Closing, including, without limitation, any obligations or liabilities relating to compensation, benefits, fringe benefits, retirement and profit-sharing plans, deferred compensation, bonus, incentive and life insurance plans, health, welfare and disability plans, and other employment-related or benefit-related obligations under local, state or feral law (including without limitation the Employee Retirement Income Security Act of 1974, as amended). Seller has no liability or obligation to provide life, medical or other welfare benefits to former or retired employees of the SCO Business, other than under COBRA, and Seller has at all times complied in all respects with the applicable COBRA continuation requirements for its welfare benefit plans and with any applicable state statutes mandating health insurance coverage.
5.13.3 The consummation of the transactions contemplated by this Agreement, other than by reason of actions taken by Buyer following the Closing, will not entitle any current or former Seller employee whose employment relates or related, directly or indirectly, to the Acquired Assets or the SCO Business to severance pay, unemployment compensation or any other payment, or accelerate the time of paymen...
Employee Matters; Employee Benefits. The Surviving Corporation (and any successor thereto) shall, as of the Effective Time, employ all employees of the Company and the Subsidiary who are working for the Company or the Subsidiary as of the Effective Time (each, a “Continuing Employee”) with such employment to be on such terms and conditions as are acceptable to the Surviving Corporation. Such Continuing Employees shall be given credit for all service with the Company and/or the Subsidiary (and credit for service credited by the Company and/or the Subsidiary), to the same extent as such service was credited for such purpose by the Company and/or the Subsidiary with respect to the Company Plans, under each comparable plan, arrangement or policy maintained by the Surviving Corporation and any successor thereto under which a Continuing Employee participates for purposes of eligibility and vesting and benefit accrual (provided that such benefits shall not accrue and be double counted to the extent they are also provided by any plan, arrangement or policy maintained by the Surviving Corporation) and for the purposes of calculating the amount of each Continuing Employee’s severance benefits, if any. Other than as set forth in the employment agreement referred to in Section 6.2(g), nothing contained in this Agreement shall confer upon any Continuing Employee any continuing right with respect to employment by the Surviving Corporation or its Affiliates after the Effective Time, nor shall anything herein interfere with the right of Surviving Corporation or its Affiliates to terminate the employment of any such Continuing Employee at any time, with or without cause, or restrict the Surviving Corporation or its Affiliates in the exercise of their independent business judgment in modifying any of the terms and conditions of the employment of any such Continuing Employee. No provision of this Agreement be deemed to be the adoption of, or an amendment to, any employee benefit plan, as that term is defined in Section 3(3) of ERISA, or otherwise to limit the right of the Surviving Corporation or any of its Affiliates to amend, modify or terminate any such employee benefit plan.
Employee Matters; Employee Benefits. The Surviving Corporation (and any successor thereto) shall, as of the Effective Time, employ all employees of the Company and the Subsidiary who are working for the Company or the Subsidiary as of the Effective Time (each, a “Continuing Employee”) with such employment to be on such terms and conditions as are acceptable to the Surviving Corporation. Such Continuing Employees shall be given credit for all service with the Company and/or the Subsidiary (and credit for service credited by the Company and/or the Subsidiary), to the same extent as such service was credited for such purpose by the Company and/or the Subsidiary with respect to the Company Plans, under each comparable plan, arrangement or policy maintained by the Surviving Corporation and any successor thereto under which a Continuing Employee participates for purposes of eligibility and vesting and benefit accrual (provided that such benefits shall not accrue and be double counted to the extent they are also provided by any plan, arrangement or policy maintained by the Surviving Corporation) and for the purposes of calculating the amount of each Continuing Employee’s severance benefits, if any. Other than as set forth in the
