Employee Matters; Labor Relations. (a) Schedule 7.14(a) contains a list of (i) all individuals who are employees of the Company or any Company Subsidiary and (ii) all Persons who are consultants to or contractors with the Company or any Company Subsidiary and in each case whose annual compensation for the fiscal year ending December 31, 2018 exceeds One Hundred Thousand Dollars ($100,000) and sets forth for each such employee, consultant or contractor the following as of February 22, 2019:
Employee Matters; Labor Relations. (a) Schedule 3.19(a) sets forth (i) all employee benefit plans (within the meaning of Section 3(3) of ERISA) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements in which employees of the Business participated, with respect to which any of the Sellers has any obligation or which are maintained, contributed to or sponsored by the Seller for the benefit of any current employee, officer or director of the Seller employed in the Business or any former employee of the Seller who was previously employed in the Business regardless of whether such plans, programs or arrangements are being assumed by the Purchaser and (ii) all employment, collective bargaining, termination, severance or other contracts or agreements pursuant to which the Seller has any obligation with respect to any current employee, officer or director of the Business (the plans, programs, arrangements, contracts and agreements described in clauses (i) and (ii) being the "Employee Plans"). Except as disclosed in Schedule 3.19(a), each Employee Plan is in writing and the Seller has made available to the Purchaser a true and complete copy of each Employee Plan. Except as otherwise disclosed in Schedule 3.19(a), the Seller has made no express or implied commitment to modify, change or terminate any Employee Plan other than a modification, change or termination required by ERISA or the Code.
Employee Matters; Labor Relations. 4.19.1. Except as set forth on Schedule 4.19, to the knowledge of Leavxxx, xxne of the employees of the Business is covered by an employment contract, agreement, or commitment (whether written or oral) of the following types to which Leavxxx xx a party: (a) employment and consulting agreements (including severance and retention agreements) and (b) collective bargaining agreements. Except as set forth in Schedule 4.19, to the knowledge of Leavxxx, xxere have not been in the past twelve (12) months, and are not, any plans or solicitations of employees of the Business to form or join a union.
Employee Matters; Labor Relations. (a) Section 6.17(a)(i) of the Disclosure Memorandum sets forth all individuals who are employees of the Company or any of its Subsidiaries, and sets forth for each such employee the following: (A) name (if permitted by applicable Legal Requirements; otherwise, employee ID will be provided until following the execution of this Agreement); (B) title or position (including whether full or part time); (C) hire date; (D) current annual base compensation rate (or for non-exempt employees, hourly compensation rate); (E) commission, bonus, or other incentive-based compensation rate; (F) exemption status under the Fair Labor Standards Act (“FLSA”); (G) employer of record; (H) accrued unused vacation or paid time off; (I) whether any such employee is on a work permit or visa; (J) leave of absence status, including the type of leave and anticipated return date; and (K) the location at which such employee provides services. Except as set forth on Section 6.17(a)(i) of the Disclosure Memorandum, all compensation, including wages, commissions, bonuses, fees, or other compensation payable to all employees of the Company or any of its Subsidiaries for services performed on or before the date of this Agreement have been paid in full (or accrued in full in the Estimated Closing Working Capital) and there are no outstanding Contracts with respect to any compensation, wages, commissions, bonuses, or fees. Section 6.17(a)(ii) of the Disclosure Memorandum sets forth all Persons who are consultants to or contractors with the Company or any of its Subsidiaries, and sets forth for each such consultant or contractor the following: (A) name; (B) name of business, if any, through which the consultant or contractor contracts; (C) rate of pay; (D) description of services; (E) location in which consultant or contractor provides services; (F) initial date of engagement; and (G) whether the consultant or contractor has entered into a written consulting agreement with the Company or such Subsidiary. Copies of all consulting agreements between consultants and contractor, on the one hand, and the Company or any of its Subsidiaries, on the other hand, have been Made Available to the Purchaser.
Employee Matters; Labor Relations. 4.16.1 Except as set forth in Section 4.16 of the Disclosure Schedule, none of the employees of the Sellers whose services are primarily devoted to matters pertaining to the Business (the "Business Employees") is covered by employment contracts, except customary written and non-written understandings or policies concerning employment which are terminable at will without cost or other liability, nor are any such employees members of any union or covered by union contracts. There is not pending or, to the Sellers' Knowledge, threatened any labor dispute, strike or work stoppage which would reasonably be expected to pertain to or affect the Business or the Purchased Assets or which may interfere with their continued operation. As may pertain to the Business Employees neither the Sellers nor any agent, representative or employee of any of the Sellers has within the last 24 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is not now pending or, to the Sellers' Knowledge, threatened any charge or complaint against any of the Sellers by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage involving any of the Business Employees of the Sellers during the 24 months prior to the date hereof.
Employee Matters; Labor Relations. (a) Section 6.17(a) of the Disclosure Memorandum sets forth (i) all individuals who are employees of the Company or any of its Subsidiaries and (ii) all Persons who are consultants to or contractors with the Company or any Subsidiary of the Company, and sets forth for each such employee, consultant or contractor the following: (A) name; (B) title or position (including whether full or part time); (C) hire date; (D) current annual base compensation rate (or for non-exempt employees, hourly compensation rate); (E) commission, bonus or other incentive-based compensation rate; (F) accrued unused vacation or paid time off; and (G) leave of absence status, including the type of leave and anticipated return date. Except as set forth on Section 6.17(a) of the Disclosure Memorandum, all compensation, including wages, commissions, bonuses, fees, or other compensation payable to all employees of the Company or its Subsidiaries for services performed on or before the date of this Agreement have been paid in full (or accrued in full in the Estimated Closing Working Capital) and there are no outstanding Contracts with respect to any compensation, wages, commissions, bonuses, or fees. No employee of the Company or any of its Subsidiaries is provided any fringe benefits or is on a work permit or visa.
Employee Matters; Labor Relations. (a) Schedule 3.19(a) sets forth (i) all employee benefit plans (within the meaning of Section 3(3) of ERISA) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements in which employees of the Business participated, with respect to which any of the Sellers has any obligation or which are maintained, contributed to or sponsored by the Seller for the benefit of any current employee, officer or director of the Seller employed in the Business or any former employee of the Seller who was previously employed in the Business regardless of whether such plans, programs or arrangements are being assumed by the Purchaser and (ii) all employment, collective bargaining, termination, severance or other contracts or agreements pursuant to which the Seller has any obligation with respect to any current employee, officer or director of the Business (the plans, programs, arrangements, contracts and agreements described in clauses (i) and (ii) being the "Employee Plans"). Except as disclosed in Schedule 3.19(a), each Employee Plan is in writing and the Seller has made available to the Purchaser a true and complete copy of each Employee Plan. Except as otherwise disclosed in Schedule 3.19(a), the Seller has made no express or implied commitment to modify, change or terminate any Employee Plan other than a modification, change or termination required by ERISA or the Code. (b) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS that it is so qualified, and each related trust which is intended to be exempt from federal income tax pursuant to Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter that could reasonably be expected to adversely affect such qualification or exemption, as the case may be. (c) With respect to each Employee Plan, the Seller is not currently liable for any material tax arising under Section 4971, 4972, 4975, 4979, 4980 or 4980B of the Code, and no fact or event exists which could reasonably give rise to any such liability. The Seller has not incurred any liability under or arising out of ERISA (other than any liability for premiums to the Pension Benefit Guaranty Corporation arising in th...
