Common use of Employee Related Matters Clause in Contracts

Employee Related Matters. (a) SCHEDULE 2.18 contains a true and correct list, by category, of all directors, full-time employees, part-time and other employees and consultants of the Company, including any understandings or any oral or written agreements relating thereto, and a description of the rate and nature of all compensation payable or accrued by the Company to, and the amount of vacation, sick days, personal days and other leave accrued by, each such person or entity. SCHEDULE 2.18 also contains a description of all existing severance, accrued vacation or other leave policies or retiree benefits of any current or former director, officer, employee or consultant. Except as set forth on SCHEDULE 2.18, the employment or consulting arrangement of all such persons is, subject to applicable laws involving the wrongful termination of employees, terminable at will (without the imposition of damages) by the Company. Buyer has been provided with true and complete (i) copies of all manuals and handbooks applicable to any current or former director, officer, employee or consultant of the Company, (ii) copies of all standard forms of employee trade secret, non-compete, non-disclosure and invention assignment agreements, together with a list of all agreements that deviate therefrom and a description of such deviation, and (iii) descriptions of all existing severance, accrued vacation or other leave policies or retiree benefits of any such director, officer, employee or consultant. (b) Except as set forth on SCHEDULE 2.18, (i) the Company is not a party to any Contract with any labor organization or other representative of their employees; (ii) there is no unfair labor practice charge or complaint pending or, to Sellers' knowledge, threatened against the Company; (iii) the Company has not experienced any labor strike, slowdown, work stoppage or similar labor controversy within the past five years and, to Sellers' knowledge, no such labor strike, slow down, work stoppage or similar labor controversy is threatened; (iv) no representation question has been raised respecting any of the Company's employees working within the past five years, nor, to Sellers' knowledge, are there any organizing activities or campaigns being conducted to solicit authorization from the Company's employees to be represented by any labor organization and no such activity or campaign is threatened; (v) no Claim before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of employees is pending or, to Sellers' knowledge, threatened against the Company; (vi) the Company is not a party to, or otherwise bound by, any Order relating to its employees or employment practices;

Employee Related Matters. (a) SCHEDULE 2.18 Schedule 2.16 contains a true and correct list, by category, list of all directors, full-time employees, part-time and other employees and consultants of the CompanySeller together with positions, including any understandings or any oral or written agreements relating thereto, and a description of the rate and nature of all compensation payable or accrued by the Company to, and the amount of vacation, sick days, personal days annual salaries and other leave accrued by, each such person or entitycompensation. SCHEDULE 2.18 Schedule 2.16 also contains a description list of all existing severanceemployment agreements which are not terminable at will or upon no greater than sixty (60) days notice, severance arrangements, material accrued vacation or other leave policies benefits or retiree benefits of any current or former director, officer, employee or consultant. Except as set forth on SCHEDULE 2.18such Schedule, the employment or consulting arrangement of all such persons is, subject to applicable laws involving the wrongful termination of employees, is terminable at will or upon not greater than sixty (without the imposition of damages60) by the Company. Buyer has been provided with true and complete (i) copies of all manuals and handbooks applicable to any current or former director, officer, employee or consultant of the Company, (ii) copies of all standard forms of employee trade secret, non-compete, non-disclosure and invention assignment agreements, together with a list of all agreements that deviate therefrom and a description of such deviation, and (iii) descriptions of all existing severance, accrued vacation or other leave policies or retiree benefits of any such director, officer, employee or consultantdays notice. (b) Except as provided on Schedule 2.16, Seller has not granted or become obligated to grant any increases in the wages or salary of, or paid or become obligated to pay any bonus or made or become obligated to make any similar payment to or grant any benefit to or on behalf of, any officers, employee or agent. Seller does not have knowledge of any facts which would indicate that any employee of Seller will not remain employed by Purchaser on a basis no less favorable than that upon which such employee is currently employed by Seller. (c) Except as set forth on SCHEDULE 2.18in Schedule 2.16, (ia) the Company Seller is not a party to any Contract with any labor organization or other representative of their its employees; (iib) there is no unfair labor practice charge or complaint pending or, to Sellers' knowledgethe knowledge of Seller, threatened against the CompanySeller; (iiic) the Company Seller has not experienced any labor strike, slowdown, work stoppage or similar material labor controversy within the past five three years and, to Sellers' Seller's knowledge, no such labor strike, slow down, work stoppage or similar labor controversy is none are threatened; (ivd) no representation question has been raised respecting any of the CompanySeller's employees working within the past five three years, nor, to Sellers' knowledgethe knowledge of Seller, are there any organizing activities or campaigns being conducted to solicit authorization from the CompanySeller's employees to be represented by any labor organization and no such activity or campaign is threatenedorganization; (ve) no Claim before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of employees is pending or, to Sellers' knowledge, threatened against the Company; (vi) the Company is not a party to, or otherwise bound by, any Order relating to its employees or employment practices;Seller's

Employee Related Matters. (a) SCHEDULE 2.18 Schedule 2.15 contains a true and correct list, by category, of all officers, directors, full-time employees, part-time employees, and other employees and consultants of the Company, including any understandings or any oral or written agreements relating thereto, Seller and a description of the rate and nature of all compensation payable or accrued by the Company Seller to, and the amount of vacation, sick days, personal days and other leave accrued by, each such person or entityperson. SCHEDULE 2.18 also contains a description of all existing severance, accrued vacation or other leave policies or retiree benefits of any current or former director, officer, employee or consultant. Except as set forth on SCHEDULE 2.18, the employment or consulting arrangement of all such persons is, subject to applicable laws involving the wrongful termination of employees, terminable at will (without the imposition of damages) by the Company. Buyer has Buyers have been provided with true and complete (i) copies of all manuals and handbooks applicable to any current or former director, officer, employee or consultant of the CompanySeller, (ii) copies of all standard forms of employee trade secret, non-compete, non-disclosure and invention assignment agreements, together with a list of all agreements that deviate therefrom and a description of such deviation, and (iii) descriptions of all existing severance, accrued vacation or other leave policies or retiree benefits of any such director, officer, employee or consultantemployee. Except as set forth on SCHEDULE 2.15, the employment or consulting arrangement of all such persons is subject to applicable Laws involving the wrongful termination of employees and each such arrangement is terminable at will (without the imposition of damages) by Seller as limited by such applicable Florida and federal Law. (b) Except as set forth on SCHEDULE 2.18in Schedule 2.15, (i) the Company Seller is not a party to any Contract with any labor organization or other representative of their its employees; (ii) there is no unfair labor practice charge or complaint pending or, to Sellers' knowledgethe knowledge of Seller, threatened against the CompanySeller; (iii) the Company Seller has not experienced any labor strike, slowdown, work stoppage or similar labor controversy within the past five years andyears, and to Sellers' knowledgethe knowledge of Seller, no such labor strike, slow down, work stoppage or similar labor controversy is threatened; (iv) no representation question has been raised respecting any of the CompanySeller's employees working within the past five years, nor, to Sellers' knowledgethe knowledge of Seller, are there any organizing activities or campaigns being conducted to solicit authorization from the CompanySeller's employees to be represented by any labor organization and no such activity or campaign is threatened; (v) no Claim before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or organization, other representative of employees or any Governmental Body is pending or, to Sellers' knowledgethe knowledge of Seller, threatened against the CompanySeller; (vi) the Company Seller is not a party to, or otherwise bound by, any Order relating to its employees or employment practices;

Employee Related Matters. (a) SCHEDULE 2.18 Schedule 2.17 attached hereto contains a true and correct list, by category, list of all directors, full-time employees, part-time each officer and other employees and consultants employee of the CompanySubsidiaries whose aggregate compensation exceeds $100,000 per annum, including any understandings or any agreement, whether oral or written agreements written, relating thereto, and a general description of the rate and nature of all compensation and benefits payable or accrued by the Company to, and the amount of vacation, sick days, personal days and other leave accrued by, Subsidiaries to each such person or entityPerson. SCHEDULE 2.18 Schedule 2.17 attached hereto also contains a general description of all existing severance, accrued vacation or other leave policies obligations or retiree benefits of any current or former director, officerofficer or employee (to the extent not included in Schedule 2.17 attached hereto) including, employee or consultantbut not limited to, stay-in-place bonuses to those employees listed on Schedule 2.17 whom Buyer has agreed to continue to employ. Except as set forth on SCHEDULE 2.18in such Schedule 2.17 attached hereto, the employment or consulting contractual arrangement of all such persons is, subject to applicable laws involving the wrongful termination of employees, Persons is terminable at will (without additional or further economic obligation on the imposition part of damages) by the Company. Buyer has been provided with true and complete (i) copies of all manuals and handbooks applicable to any current or former director, officer, employee or consultant of the Company, (ii) copies of all standard forms of employee trade secret, non-compete, non-disclosure and invention assignment agreements, together with a list of all agreements that deviate therefrom and a description of such deviation, and (iii) descriptions of all existing severance, accrued vacation or other leave policies or retiree benefits of any such director, officer, employee or consultantSubsidiaries. (b) Except as set forth on SCHEDULE 2.18in Schedule 2.17 attached hereto, (i) none of the Company Subsidiaries is not a party to any Contract with any labor organization or other representative of their its employees; (ii) there is no unfair labor practice charge or complaint pending or, to Sellers' knowledgethe knowledge of the Seller, threatened against any of the CompanySubsidiaries, nor has any been pending or threatened within the past three (3) years; (iii) the Company no Subsidiary has not experienced any labor strike, picketing, hand billing, slowdown, work stoppage or similar labor controversy within the past five years and, to Sellers' knowledge, no such labor strike, slow down, work stoppage or similar labor controversy is threatenedthree (3) years; (iv) no representation question is pending or has been raised respecting any of the Company's employees of the Subsidiaries working within the past five three (3) years, nor, to Sellers' knowledgethe knowledge of the Seller, are there any organizing activities or campaigns being conducted to solicit authorization from the Company's employees of the Subsidiaries to be represented by any labor organization and no such activity or campaign is threatenedorganization; (v) no Claim before any Governmental Body brought by or on behalf of or relating to any employee, prospective employee, former employee, retiree, labor organization or other representative of the employees of the Subsidiaries or relating to their employment practices, is pending or, to Sellers' knowledgethe knowledge of the Seller, threatened against any of the CompanySubsidiaries; (vi) none of the Company Subsidiaries is not a party to, or otherwise bound by, any Order relating to its employees or employment practices;; and (vii) each of the Subsidiaries has paid in full to all of its employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees consistent with past practices (except for disputed amounts).

Employee Related Matters. (a) SCHEDULE 2.18 Schedule 2.17 contains a true and correct list, by category, of all directors, full-time employees, part-time and other employees and consultants of the Company, including any understandings or any oral or written agreements relating thereto, and a description of the rate and nature of all compensation payable or accrued by the Company to, and the amount of vacation, sick days, personal days vacation and other leave accrued by, each such person or entity. SCHEDULE 2.18 Schedule 2.17 also contains a description of all existing severance, accrued vacation or other leave policies or retiree benefits of any current or former director, officer, employee or consultant. Except as set forth on SCHEDULE 2.18Schedule 2.17, the employment or consulting arrangement of all such persons is, subject to applicable laws involving the wrongful termination of employees, terminable at will (without the imposition of damages) by the Company. Buyer has been provided with true and complete (i) copies of all manuals and handbooks applicable to any current or former director, officer, employee or consultant of the Company, (ii) copies of all standard forms of employee trade secret, non-compete, non-disclosure and invention assignment agreements, together with a list of all agreements that deviate therefrom and a description of such deviation, and (iii) descriptions of all existing severance, accrued vacation or other leave policies or retiree benefits of any such director, officer, employee or consultant. (b) Schedule 2.17 contains a complete list of all written and unwritten plans, policies and agreements, including employment agreements, non-competition agreements, severance agreements and indemnification agreements and arrangements to which the Company is a party at the date of this Agreement and under which the Company or any Affiliate provides benefits to current employees of the Company (the “Plans”). Copies of all of the Plans have been delivered or made available to Buyer. Except as set forth on SCHEDULE 2.18disclosed in Schedule 2.17, there are no commitments to amend any of those Plans. (c) The Company: (i) the Company is not a party to any Contract with any labor organization or other representative of their employees; (ii) there is no unfair labor practice charge or complaint pending or, to Sellers' Seller’s and Company’s knowledge, threatened against the Company; (iii) the Company has not experienced any labor strike, slowdown, work stoppage or similar labor controversy within the past five three years and, to Sellers' Seller’s knowledge, no such labor strike, slow down, work stoppage or similar labor controversy is threatened; (iv) no representation question has been raised respecting any of the Company's ’s employees working within the past five three years, nor, to Sellers' the Seller’s and Company’s knowledge, are there any organizing activities or campaigns being conducted to solicit authorization from the Company's ’s employees to be represented by any labor organization and no such activity or campaign is threatened; (v) no Claim claim before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of employees is pending or, to Sellers' the Seller’s and Company’s knowledge, threatened against the Company; (vi) the Company is not a party to, or otherwise bound by, any Order relating to its employees or employment practices;; and (vii) except with respect to ongoing disputes of a routine nature involving immaterial amounts, the Company has paid in full to all of its employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees.

Employee Related Matters. (a) SCHEDULE Schedule 2.18 contains a true and correct list, by category, list of all directors, full-time employees, part-time and other employees and consultants of the CompanyBusiness, including any understandings or any oral or written agreements Contract relating thereto, and a description of the position of, and the rate and nature of all compensation payable or accrued by the Company to, and the amount of vacation, sick days, personal days and other leave accrued by, each such person or entityperson. SCHEDULE Schedule 2.18 also contains a description of all existing severance, accrued vacation or other leave policies or retiree benefits of any current or former director, officer, employee or consultantconsultant (to the extent not included on Schedule 2.17) of the Company. Except as set forth on SCHEDULE 2.18such Schedule, the employment or consulting arrangement of all such persons is, subject to applicable laws involving and all part-time employees of the wrongful termination of employees, Company is terminable at will (without the imposition of damages) by the Company. Buyer has been provided with true and complete (i) copies of all manuals and handbooks applicable to any current or former director, officer, employee or consultant of the Company, (ii) copies of all standard forms of employee trade secret, non-compete, non-disclosure and invention assignment agreements, together with a list of all agreements that deviate therefrom and a description of such deviation, and (iii) descriptions of all existing severance, accrued vacation or other leave policies or retiree benefits of any such director, officer, employee or consultantwill. (b) Except as set forth on SCHEDULE in Schedule 2.18, (i) neither Seller nor the Company is not a party to any Contract with any labor organization or other representative of their employeesthe employees of the Business; (ii) there is no unfair labor practice charge or complaint pending or, to Sellers' knowledgethe knowledge of Sellers or the Company, threatened against Sellers or the CompanyCompany relating to the Business; (iii) the Company has not experienced any labor strike, slowdown, work stoppage or similar labor controversy within the past five years and, to Sellers' knowledge, no such labor strike, slow down, work stoppage or similar labor controversy is threatenedthree years; (iv) no representation question has been raised respecting any of the Company's employees of the Business working within the past five three years, nor, to Sellers' knowledgethe knowledge of Sellers or the Company, are there any organizing activities or campaigns being conducted to solicit authorization from the Company's employees of the Business to be represented by any labor organization and no such activity or campaign is threatenedorganization; (v) no Claim before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the employees of the Business, is pending or, to Sellers' knowledge, threatened against the knowledge of Sellers or the Company, threatened; (vi) neither Sellers nor the Company is not a party to, or otherwise bound by, any Order relating to its the employees of the Business or the Company's employment practices;; and (vii) except with respect to ongoing disputes of a routine nature involving immaterial amounts, the Company has paid in full to all of the employees of the Business all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees.

Employee Related Matters. (ai) SCHEDULE 2.18 Schedule 4.16 attached hereto contains a true and correct list, by category, list of all directors, full-time employees, part-time each officer and other employees and consultants employee of the CompanyPICKSAT whose aggregate compensation exceeds $100,000 per annum, including any understandings or any agreement, whether oral or written agreements written, relating thereto, and a general description of the rate and nature of all compensation and benefits payable or accrued by the Company to, and the amount of vacation, sick days, personal days and other leave accrued by, PICKSAT to each such person or entityPerson. SCHEDULE 2.18 Schedule 4.16 attached hereto also contains a general description of all existing severance, accrued vacation or other leave policies obligations or retiree benefits of any current or former director, officerofficer or employee (to the extent not included in Schedule 4.16 attached hereto) including, employee or consultantbut not limited to, stay-in-place bonuses to those employees listed on Schedule 4.16 whom Buyer has agreed to continue to employ. Except as set forth on SCHEDULE 2.18in such Schedule 4.16 attached hereto, the employment or consulting contractual arrangement of all such persons is, subject to applicable laws involving the wrongful termination of employees, Persons is terminable at will (without additional or further economic obligation on the imposition of damages) by the Company. Buyer has been provided with true and complete (i) copies of all manuals and handbooks applicable to any current or former director, officer, employee or consultant of the Company, (ii) copies of all standard forms of employee trade secret, non-compete, non-disclosure and invention assignment agreements, together with a list of all agreements that deviate therefrom and a description of such deviation, and (iii) descriptions of all existing severance, accrued vacation or other leave policies or retiree benefits of any such director, officer, employee or consultantpart PICKSAT. (bii) Except as set forth on SCHEDULE 2.18in Schedule 4.16 attached hereto, (ia) the Company PICKSAT is not a party to any Contract with any labor organization or other representative of their its employees; (iib) there is no unfair labor practice charge or complaint pending or, to Sellers' knowledgethe knowledge of PICK Communications, threatened against PICKSAT, nor has any been pending or threatened within the Companypast three (3) years; (iiic) the Company PICKSAT has not experienced any labor strike, picketing, hand billing, slowdown, work stoppage or similar labor controversy within the past five years and, to Sellers' knowledge, no such labor strike, slow down, work stoppage or similar labor controversy is threatenedthree (3) years; (ivd) no representation question is pending or has been raised respecting any of the Company's employees of PICKSAT working within the past five three (3) years, nor, to Sellers' knowledgethe knowledge of PICK Communications, are there any organizing activities or campaigns being conducted to solicit authorization from the Company's employees of PICKSAT to be represented by any labor organization and no such activity or campaign is threatenedorganization; (ve) no Claim before any Governmental Body brought by or on behalf of or relating to any employee, prospective employee, former employee, retiree, labor organization or other representative of the employees of PICKSAT or relating to its employment practices, is pending or, to Sellers' knowledgethe knowledge of PICK Communications, threatened against the CompanyPICKSAT; (vif) the Company PICKSAT is not a party to, or otherwise bound by, any Order relating to its employees or employment practices;; and (g) PICKSAT has paid in full to all of its employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees consistent with past practices (except for disputed amounts).

Employee Related Matters. (a) SCHEDULE 2.18 Schedule 2.15 contains a true and correct list, by category, of all officers, directors, full-time employees, part-time employees, and other employees and consultants of the CompanySeller, including any understandings or any oral or written agreements Contract relating thereto, the title, position and dates of employment of, the annual rate of base salary and/or base wages and a description of the rate and nature of all other compensation payable or accrued by the Company Seller to, and the amount of vacation, sick days, personal days and other leave accrued by, each such person or entity. SCHEDULE 2.18 also contains a description of all existing severance, accrued vacation or other leave policies or retiree benefits of any current or former director, officer, employee or consultant. Except as set forth on SCHEDULE 2.18, the employment or consulting arrangement of all such persons is, subject to applicable laws involving the wrongful termination of employees, terminable at will (without the imposition of damages) by the Companyperson. Buyer has been provided with true and complete (i) copies of all manuals and handbooks applicable to any current or former director, officer, employee or consultant of the CompanySeller, (ii) copies of all standard forms of employee trade secret, non-compete, non-disclosure and invention assignment agreements, together with a list of all agreements that deviate therefrom and a description of such deviation, and (iii) descriptions of all existing severance, accrued vacation or other leave policies or retiree benefits of any such director, officer, employee or consultant. Except as set forth on Schedule 2.15, the employment or consulting arrangement of all such persons is, subject to applicable laws involving the wrongful termination of employees, terminable at will (without liability for the imposition of damages) by Seller. (b) Except as set forth on SCHEDULE 2.18in Schedule 2.15, (i) the Company Seller is not a party to any Contract with any labor organization or other representative of their its employees; (ii) there is no unfair labor practice charge or complaint pending or, to Sellers' knowledgethe knowledge of Seller, threatened against the CompanySeller; (iii) the Company Seller has not experienced any labor strike, slowdown, work stoppage or similar labor controversy within the past five years andyears, and to Sellers' knowledgethe knowledge of Seller, no such labor strike, slow down, work stoppage or similar labor controversy is threatened; (iv) no representation question has been raised respecting any of the CompanySeller's employees working within the past five years, nor, to Sellers' knowledgethe knowledge of Seller, are there any organizing activities or campaigns being conducted to solicit authorization from the CompanySeller's employees to be represented by any labor organization and no such activity or campaign is threatened; (v) no Claim before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or organization, other representative of employees or any Governmental Body, is pending or, to Sellers' knowledgethe knowledge of Seller, threatened against the CompanySeller; (vi) the Company Seller is not a party to, or otherwise bound by, any Order relating to its employees or employment practices;