Employee Retirement Income Security Act of 1974 and Other Employment Matters. (a) Except as otherwise disclosed on Section 4.11(a) of the Disclosure Schedule, the Seller has not established, and does not maintain or contribute to, or has any obligation to contribute to, or has any liability with respect to, any plan, program, arrangement, agreement or commitment which is an employment, consulting or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, stock option, stock purchase, severance pay, life, health, disability or accident insurance or vacation, plan, program, arrangement, agreement or commitment relating to or affecting (or which may affect) the SFS Business or the Purchased Assets, including, without limitation, any "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (individually, an "Employee Plan", and collectively, the "Employee Plans").
(b) All obligations of the Seller, whether arising by operation of law, by contract or by past custom, for payments to trusts or other funds or to any Governmental Authority or to any individual, director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to unemployment compensation or Social Security benefits (or similar benefits under foreign laws, rules and regulations), or for vacation or holiday pay, overtime, bonuses and other forms of compensation, relating to or affecting (or which may affect) the SFS Business or the Purchased Assets, which are payable to its directors, officers, employees or agents, have been paid when due.
(c) There is no petition, charge, claim or other complaint against the Seller pending before the National Labor Relations Board or any comparable organization, domestic or foreign, including, without limitation, any such claims brought by any workers' counsel or trade union relating to or affecting (or which may affect) the SFS Business or the Purchased Assets.
(d) There is no labor strike, formal dispute, formal grievance, lockout or work stoppage pending or threatened against the Seller relating to or affecting (or which may affect) the SFS Business or the Purchased Assets.
Employee Retirement Income Security Act of 1974 and Other Employment Matters. (a) Except for the Employment Agreements or as set forth or described in Schedule 4.12.(a) hereto, neither C.R. Xxxxxx xxx the C.R. Xxxxxx Xxxsidiaries has established and maintains or contributes to, or has an obligation to contribute to, or has liability with respect to, any plan, program, arrangement, agreement or commitment which is an employment, or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, stock option, stock purchase, severance pay, life, health, disability or accident insurance or vacation, plan, program, arrangement, agreement or commitment, including, without limitation, any "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (individually, an "Employee Plan," and collectively, the "Employee Plans"). No Employee Plan is a multi-employer plan (as defined in Section 4001(a)(3) of ERISA) or a multiple employer plan (as defined in Section 413(c) of the Internal Revenue Code of 1986 (the "Code"));
(b) With respect to each employee benefit plan (including, without limitation, the Employee Plans and any plan maintained by any entity which would be treated as a "single employer" together with C.R. Xxxxxx xx any C.R. Xxxxxx Xxxsidiary (within the meaning of Section 4001(b)(1) of ERISA)) that is subject to the provisions of Title IV of ERISA and with respect to which C.R. Xxxxxx xx any C.R. Xxxxxx Xxxsidiary may, directly or indirectly, incur any liability:
(i) No such plan has been terminated so as to result, directly or indirectly, in any material liability, contingent or otherwise in excess of amounts already accrued or otherwise reflected in the financial records of C.R. Xxxxxx xx any C.R. Xxxxxx Xxxsidiary as of June 30, 1995, of C.R. Xxxxxx xx any C.R. Xxxxxx Xxxsidiary under Title IV of ERISA;
(ii) No complete or partial withdrawal from such plan has been made by C.R. Xxxxxx xx any C.R. Xxxxxx Xxxsidiary, or by any other person, so as to result in a liability of C.R. Xxxxxx xx any C.R. Xxxxxx Xxxsidiary, whether such liability is contingent or otherwise, except as otherwise reflected in the financial records of C.R. Xxxxxx xx any C.R. Xxxxxx Xxxsidiary as of June 30, 1995;
(iii) No condition or event currently exists or currently is expected to occur that could result, directly or indirectly, in any material liability of C.R. Xxxxxx xx any C.R. Xxxxxx Xxxsidiary under ...
Employee Retirement Income Security Act of 1974 and Other Employment Matters. (a) Except as otherwise disclosed on Section 4.12(a) of the Disclosure Schedule, the Seller has not established, and does not maintain or contribute to, or have any obligation to contribute to, or have any liability with respect to, any plan, program, arrangement, agreement or commitment which is an employment, consulting or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, stock option, stock purchase, severance pay, life, health, disability or accident insurance or vacation, plan, program, arrangement, agreement or commitment, including, without limitation, any "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (individually, an "Employee Plan", and collectively, the "Employee Plans"), as to which the Brookfield Business would have any liability or obligation after the consummation of the transactions contemplated hereby except to the extent reserved for in the Closing Balance Sheet as provided in Section 8.2 hereof.
(b) All obligations of the Seller, whether arising by operation of law, by contract or by past custom, for payments to trusts or other funds or to any governmental agency or to any individual, director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to unemployment compensation or Social Security benefits (or similar benefits under foreign laws, rules and regulations), or for vacation or holiday pay, overtime, bonuses and other forms of compensation, which are payable to or in respect of employees or agents of the Brookfield Business, have been paid when due or will be reserved for in the Closing Balance Sheet.
(c) There is no petition, charge, claim or other complaint against the Seller relating to any employees of the Brookfield Business pending before the National Labor Relations Board or any comparable organization, domestic or foreign, including, without limitation, any such claims brought by any workers' counsel or trade union.
(d) There is no labor strike, formal dispute, formal grievance, lockout or work stoppage pending or, to the Seller's knowledge, threatened against or affecting the Seller relating to any employees of the Brookfield Business.
Employee Retirement Income Security Act of 1974 and Other Employment Matters. (a) Except as described in the Company's annual report on Form 10-K for the year ended December 31, 1998 or its quarterly report on Form 10-QSB for the quarter ended June 30, 1999 and except for consulting agreements entered into in the ordinary course of
Employee Retirement Income Security Act of 1974 and Other Employment Matters. (a) Except as described in the Company’s annual report on Form 10-K for the year ended December 31, 1998 or its quarterly report on Form 10-QSB for the quarter ended June 30, 1999 and except for consulting agreements entered into in the ordinary course of business, neither the Company nor any affiliate of the Company (other than Purchaser) (together, the “Company Group”) maintains or contributes to or has any obligation to contribute to, or has any liability (including, without limitation, a liability arising out of an indemnification, guarantee, hold harmless or similar agreement) with respect to any plan, program arrangement, agreement or commitment which is an employment, consulting or deferred compensation agreement, or a executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, stock option, stock purchase, severance pay, life, health, disability or accident insurance plan, or vacation, or other employee benefit plan, program, arrangement, agreement or commitment, including, without limitation, “employee benefit plans” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (individually, a “Plan,” and collectively, the “Plans”).
(b) With respect to each Plan, the members of the Company Group have complied with, and each such Plan conforms in form and operation to, all applicable laws and regulations, including, but not limited to, the applicable provisions of ERISA and the Code, in all material respects.
(c) The transactions contemplated by this Agreement will not result in the acceleration of the exercisability of any stock option issued to any employee or payment or series of payments by any member of the Company Group to any person of a parachute payment within the meaning of Section 280G of the Code.
(d) None of the members of the Company Group are parties to any collective bargaining agreements and there are no labor unions or other organizations representing, purporting to represent, or attempting to represent any employee of the Company or any of the members of the Company Group.
