Common use of Employees and Employee Benefit Matters Clause in Contracts

Employees and Employee Benefit Matters. (a) The Company does not have or employ, nor has it ever had or employed, any employees. The Company does not have, nor has it ever sponsored, maintained, contributed or had an obligation to contribute, contingent or otherwise, with respect to or been a party to an “employee benefit plan,” as defined in Section 3(3) of ERISA, or any employment, severance, change of control or similar contract, plan arrangement or policy or other plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, equity option or other equity-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) (collectively, “Benefit Plans”); provided, however, the Company has an obligation to reimburse an Affiliate of Seller for the allocated costs associated with an Affiliate’s Benefit Plans. Section 4.13(a) of the Company Disclosure Schedule sets forth a true and complete list of each Benefit Plan maintained by Seller or any of its Affiliates covering any Subject Employee. (b) Except as set forth on Section 4.13(b) of the Company Disclosure Schedule, the Company has no elected or appointed officers, managers or directors. (c) Section 4.13(c)(i) of the Company Disclosure Schedule sets forth the names, employer(s), work location, job titles, dates of hire, dates of service for employee benefit purposes, annual base salaries or hourly wage rates, other material compensation (including the aggregate amount of any bonus compensation for calendar year 2015 or that otherwise is or may become payable), leave of absence status (with details about the type of leave and how long such leave has been ongoing, if applicable) and a description of any applicable employment agreement, including change-in-control agreements, (whether written or oral) or collective bargaining agreement for each of the field employees of Seller or any of its Affiliates who spend substantially all of their business time providing services relating to the Company Systems or the operation of the Company (the “Subject Employees”). Except as set forth on Section 4.13(c)(ii) of the Company Disclosure Schedule, no Change of Control Amounts exist. (d) None of the Subject Employees are subject to, and none of Seller, its Affiliates or the Company is a party to, any collective bargaining agreement or other labor contract relating to the Company or the Company Systems. None of Seller, its Affiliates or the Company has agreed to recognize any union or other collective bargaining representative relating to the Company or the Company Systems, nor has any union or other collective bargaining representative been certified as the exclusive bargaining representative of any Subject Employee or any other employee of Seller or its respective Affiliates relating to the Company or the Company Systems. In addition, none of Seller, its Affiliates or the Company has received notice during the past year of the intent of any Government Entity responsible for the enforcement of labor or employment Laws to conduct an audit of Seller, its Affiliates or the Company and, to the Knowledge of the Company, no such audit is in progress. Furthermore there is, and there has been, no labor strike, material labor dispute, material labor slow-down, material work stoppage, or other material labor difficulty pending or, to the Knowledge of the Company, threatened, against Seller or its Affiliates or the Company. None of Seller, its Affiliates or the Company is a party to, or otherwise bound by, any judgment, injunction order, ruling, award or decree by a Government Entity or consent decree with any Government Entity relating to employees or employment practices. Seller, its Affiliates and the Company are in compliance in all material respects with all Laws respecting employment and employment practices, terms and conditions of employment, and wages and hours. (e) None of the Company, any of its Affiliates or any trade or business (whether or not incorporated) which has ever been treated as a single employer or under common control with any of them under Sections 414(b), (c), (m) or (o) of the Code (“ERISA Affiliates”), nor any predecessor thereof sponsors, maintains or contributes or is obligated to contribute to, or has in the past six years sponsored, maintained or contributed or has been obligated to contribute to, any employee benefit plan subject to Title IV of ERISA, any multiemployer plan within the meaning of Section 4001(a)(3) or 3(37) of ERISA, or any multiple employer plan. (f) Each Benefit Plan covering any Subject Employee which is intended to be qualified under Section 401(a) of the Code has received or is permitted to rely upon a favorable determination or opinion letter, or has pending or has time remaining in which to file, an application for such determination from the IRS. To the Knowledge of the Company, each Benefit Plan covering any Subject Employee has been operated, maintained, drafted and administered in material compliance with its terms and with the requirements prescribed by any and all applicable Laws, including ERISA and the Code, which are applicable to such plan. (g) Except as set forth in Section 4.13(g) of the Company Disclosure Schedule, the delivery of this Agreement or consummation of the Transactions contemplated by this Agreement will not (either alone or together with any other event) (i) entitle any Subject Employee, director or independent contractor of the Company to severance pay or benefits under any Benefit Plan, (ii) accelerate the time of payment or vesting of any compensation or benefits, including equity-based awards, under any Benefit Plan, (iii) trigger any funding (through a grantor trust or otherwise) of compensation or benefits under any Benefit Plan, or (iv) trigger any payment, increase the amount payable or trigger any other obligation pursuant to any Benefit Plan. There is no contract, plan or arrangement (written or otherwise) covering any Subject Employee that, individually or collectively, would give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code, and no Benefit Plan covering any Subject Employee provides for a “gross-up” or similar payment in respect of any Taxes that may become payable under Section 280G, 409A or Section 4999 of the Code. (h) Notwithstanding any other representation and warranty in this ARTICLE IV, the representations and warranties set forth in this Section 4.13 are the Company’s sole and exclusive representations and warranties regarding employees and employee benefit matters.

Employees and Employee Benefit Matters. (a) The services provided by each employee and independent contractor of each Seller Group Company does not have are terminable at the will of the applicable Seller Group Company. No executive or employ, nor key employee of any Seller Group Company and no group of employees or independent contractors of any Seller Group Company has it ever had informed any Seller Group Company (whether orally or employed, any employees. The Company does not have, nor has it ever sponsored, maintained, contributed or had an obligation to contribute, contingent or otherwise, with respect to or been a party to an “employee benefit plan,” as defined in Section 3(3writing) of ERISAany plan to terminate employment with or services for any Seller Group Company, and, to the Seller’s Knowledge, no such Person has any plans to terminate employment with or services for any employment, severance, change of control or similar contract, plan arrangement or policy or other plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, equity option or other equity-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) (collectively, “Benefit Plans”); provided, however, the Company has an obligation to reimburse an Affiliate of Seller for the allocated costs associated with an Affiliate’s Benefit Plans. Section 4.13(a) of the Company Disclosure Schedule sets forth a true and complete list of each Benefit Plan maintained by Seller or any of its Affiliates covering any Subject EmployeeGroup Company. (b) Except as set forth on Section 4.13(bSeller has furnished or made available to Purchaser accurate and complete copies of (i) all documents constituting each Seller Benefit Plan (and written descriptions of all material terms of any plan that is not in writing), including all amendments thereto and all related trust documents and other funding arrangements, (ii) the most recent annual report (and all schedules and financial statements attached thereto), if any, required under applicable Laws in connection with each Seller Benefit Plan, (iii) if Seller Benefit Plan is funded, the most recent annual and periodic accounting of Seller Benefit Plan assets, (iv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under any applicable Laws with respect to each Seller Benefit Plan, (v) all material written Contracts relating to each Seller Benefit Plan to the Company Disclosure Scheduleextent currently effective, including administrative service agreements and group insurance contracts, (vi) the Company has no elected most recent determination or appointed officersopinion letter from the relevant tax authorities relating to each Seller Benefit Plan, managers if any, and (vii) all material correspondence within the past three years to or directorsfrom any Governmental Authority relating to any Seller Benefit Plan. (c) Section 4.13(c)(i) of the Company Disclosure Schedule sets forth the names, employer(s), work location, job titles, dates of hire, dates of service for employee benefit purposes, annual base salaries or hourly wage rates, other material compensation (including the aggregate amount of any bonus compensation for calendar year 2015 or that otherwise is or may become payable), leave of absence status (with details about the type of leave and how long such leave Each Seller Benefit Plan has been ongoing, if applicable) and a description of any applicable employment agreement, including change-in-control agreements, (whether written or oral) or collective bargaining agreement for each of the field employees of Seller or any of its Affiliates who spend substantially all of their business time providing services relating to the Company Systems or the operation of the Company (the “Subject Employees”). Except as set forth on Section 4.13(c)(ii) of the Company Disclosure Schedule, no Change of Control Amounts exist. (d) None of the Subject Employees are subject to, and none of Seller, its Affiliates or the Company is a party to, any collective bargaining agreement or other labor contract relating to the Company or the Company Systems. None of Seller, its Affiliates or the Company has agreed to recognize any union or other collective bargaining representative relating to the Company or the Company Systems, nor has any union or other collective bargaining representative been certified as the exclusive bargaining representative of any Subject Employee or any other employee of Seller or its respective Affiliates relating to the Company or the Company Systems. In addition, none of Seller, its Affiliates or the Company has received notice during the past year of the intent of any Government Entity responsible for the enforcement of labor or employment Laws to conduct an audit of Seller, its Affiliates or the Company and, to the Knowledge of the Company, no such audit is in progress. Furthermore there is, and there has been, no labor strike, material labor dispute, material labor slow-down, material work stoppage, or other material labor difficulty pending or, to the Knowledge of the Company, threatened, against Seller or its Affiliates or the Company. None of Seller, its Affiliates or the Company is a party to, or otherwise bound by, any judgment, injunction order, ruling, award or decree by a Government Entity or consent decree with any Government Entity relating to employees or employment practices. Seller, its Affiliates and the Company are in compliance in all material respects with all Laws respecting employment and employment practices, terms and conditions of employment, and wages and hours. (e) None of the Company, any of its Affiliates or any trade or business (whether or not incorporated) which has ever been treated as a single employer or under common control with any of them under Sections 414(b), (c), (m) or (o) of the Code (“ERISA Affiliates”), nor any predecessor thereof sponsors, maintains or contributes or is obligated to contribute to, or has in the past six years sponsored, maintained or contributed or has been obligated to contribute to, any employee benefit plan subject to Title IV of ERISA, any multiemployer plan within the meaning of Section 4001(a)(3) or 3(37) of ERISA, or any multiple employer plan. (f) Each Benefit Plan covering any Subject Employee which is intended to be qualified under Section 401(a) of the Code has received or is permitted to rely upon a favorable determination or opinion letter, or has pending or has time remaining in which to file, an application for such determination from the IRS. To the Knowledge of the Company, each Benefit Plan covering any Subject Employee has been operatedestablished, maintained, drafted operated, and administered in material compliance with its terms and any related documents or agreements and in material compliance with the requirements prescribed by any and all applicable Laws, and contributions (including ERISA all employer contributions and employee salary reduction contributions), premiums or payments required to be made under the terms of any Seller Benefit Plan as of the date of this Agreement have been timely made. There have been no prohibited transactions or breaches of any of the duties imposed on any Seller Group Company with respect to Seller Benefit Plans that could result in any material liability or excise tax under applicable Laws being imposed on the Seller Group Companies. Each Seller Benefit Plan intended to be qualified under any applicable Laws has been determined by the relevant tax authorities to be so qualified, and each trust created thereunder has been determined by relevant tax authorities to be exempt from tax under applicable Laws and, to the Knowledge of the Seller, no event or omission has occurred which could reasonably be expected to cause any such Seller Benefit Plan to lose its qualification under the applicable Law. None of the Seller Group Companies have ever maintained or contributed to any Seller Benefits Plan providing or promising any health or other non-pension benefits to employees after their employment terminates. (d) No liability under applicable Laws has been incurred by any Seller Group Company that has not been satisfied in full, and, to the Seller’s Knowledge, no condition exists that could give rise to any such liability thereunder. Each Seller Group Company is, and during all applicable years (not to exceed three years preceding the Pre-closing and the CodeClosing, as applicable) have been, in material compliance with the applicable tax Laws. No event has occurred which are reasonably could be expected to result in a material violation of, or penalty or liability under, applicable Laws. (e) There is no pending or, to such planthe Seller’s Knowledge, threatened, assessment, complaint, Proceeding, arbitration, litigation, or investigation of any kind in any court or government agency with respect to any Seller Benefit Plan (other than routine claims for benefits). (f) No Seller Benefit Plan is subject to the applicable Laws of any jurisdiction outside of Gibraltar or provides compensation or benefits to any employee or former employee of any Seller Group Company (or any dependent thereof) who resides outside of Korea. (g) Except as set forth No Seller Group Company is engaged in Section 4.13(g) any unfair labor practice and there are no complaints against any Seller Group Company pending before any similar national, state or local labor agency by or on behalf of any employee of the Company Disclosure ScheduleSeller Group Companies. There are no representation questions, arbitration proceedings, labor strikes, slow-downs or stoppages, grievances or other labor disputes pending or, to the delivery Seller’s Knowledge, threatened with respect to the employees of any Seller Group Companies, and, for the past five years from the date of this Agreement Agreement, no Seller Group Company has experienced any strike, work stoppage, lock-up, slow-down or consummation other material labor dispute or any attempt by organized labor to cause any Seller Group Company to comply with or conform to demands of organized labor relating to its employees or recognize any union or collective bargaining units. Each of the Transactions contemplated by Seller Group Companies have, for the past five years from the date of this Agreement will not (either alone or together Agreement, complied in all material respects with any other event) (i) entitle any Subject Employeeall Laws relating to employment, director or independent contractor equal employment opportunity, nondiscrimination, employment and reemployment rights of members of the Company to severance pay or benefits under any Benefit Planuniformed services, (ii) accelerate the time of payment or vesting of any compensation or immigration, wages, hours, benefits, including equity-based awardsemployee leaves, under any Benefit Plancollective bargaining, (iii) trigger any funding (through a grantor trust or otherwise) of compensation or benefits under any Benefit Plan, or (iv) trigger any payment, increase the amount payable or trigger any other obligation pursuant to any Benefit Plan. There is no contract, plan or arrangement (written or otherwise) covering any Subject Employee that, individually or collectively, would give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Codesocial security and similar taxes, occupational safety and no Benefit Plan covering any Subject Employee provides for a “gross-up” or similar payment in respect of any Taxes that may become payable under Section 280G, 409A or Section 4999 of the Codehealth and plant closings and layoffs. (h) Notwithstanding any other representation and warranty in this ARTICLE IV, the representations and warranties set forth in this Section 4.13 are the Company’s sole and exclusive representations and warranties regarding employees and employee benefit matters.

Employees and Employee Benefit Matters. (a) The Neither the Company does not have nor TS Crude has or employemploys, nor has it either ever had or employed, any employees. The Neither the Company does not havenor TS Crude has, nor has it either ever sponsored, maintained, contributed or had an obligation to contribute, contingent or otherwise, with respect to or been a party to an “employee benefit plan,” as defined in Section 3(3) of ERISA, or any employment, severance, change of control or similar contract, plan arrangement or policy or other plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, equity option or other equity-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) (collectively, “Benefit Plans”); provided, however, the Company has an obligation to reimburse an Affiliate of Seller Tall Oak for the allocated costs associated with an Affiliate’s Benefit Plans. Section 4.13(a) of the Company Disclosure Schedule sets forth a true and complete list of each Benefit Plan maintained by Seller Tall Oak or any of its their Affiliates covering any Subject Employee. (b) Except as set forth on Section 4.13(b) of the Company Disclosure Schedule, neither the Company nor TS Crude has no any elected or appointed officers, managers or directors. (c) Section 4.13(c)(i) of the Company Disclosure Schedule sets forth the names, employer(s), work location, job titles, dates of hire, dates of service for employee benefit purposes, annual base salaries or hourly wage rates, other material compensation (including the aggregate amount of any bonus compensation for calendar year 2015 or that otherwise is or may become payable), leave of absence status (with details about the type of leave and how long such leave has been ongoing, if applicable) and a description of any applicable employment agreement, including change-in-control agreements, (whether written or oral) or collective bargaining agreement for each of the field employees of Seller Tall Oak or any of its Affiliates who spend substantially all of their business time providing services relating to the Company Systems or the operation of the Company or TS Crude (the “Subject Employees”). Except as set forth on Section 4.13(c)(ii) of the Company Disclosure Schedule, no Change of Control Amounts exist. (d) None of the Subject Employees are subject to, and none of SellerTall Oak, its Affiliates or Affiliates, the Company or TS Crude is a party to, any collective bargaining agreement or other labor contract relating to the Company Company, TS Crude or the Company Systems. None of SellerTall Oak, its Affiliates or Affiliates, the Company or TS Crude has agreed to recognize any union or other collective bargaining representative relating to the Company Company, TS Crude or the Company Systems, nor has any union or other collective bargaining representative been certified as the exclusive bargaining representative of any Subject Employee or any other employee of Seller Tall Oak or its respective Affiliates relating to the Company Company, TS Crude or the Company Systems. In addition, none of SellerTall Oak, its Affiliates or Affiliates, the Company or TS Crude has received notice during the past year of the intent of any Government Entity responsible for the enforcement of labor or employment Laws to conduct an audit of SellerTall Oak, its Affiliates or Affiliates, the Company or TS Crude and, to the Knowledge of the Company, no such audit is in progress. Furthermore there is, and there has been, no labor strike, material labor dispute, material labor slow-down, material work stoppage, or other material labor difficulty pending or, to the Knowledge of the Company, threatened, against Seller Tall Oak, its Affiliates, the Company or its Affiliates or the CompanyTS Crude. None of SellerTall Oak, its Affiliates or Affiliates, the Company or TS Crude is a party to, or otherwise bound by, any judgment, injunction order, ruling, award or decree by a Government Entity or consent decree with any Government Entity relating to employees or employment practices. SellerTall Oak, its Affiliates and Affiliates, the Company and TS Crude are in compliance in all material respects with all Laws respecting employment and employment practices, terms and conditions of employment, and wages and hours. (e) None of the Company, TS Crude any of its their Affiliates or any trade or business (whether or not incorporated) which has ever been treated as a single employer or under common control with any of them under Sections 414(b), (c), (m) or (o) of the Code (“ERISA Affiliates”), nor any predecessor thereof sponsors, maintains or contributes or is obligated to contribute to, or has in the past six years sponsored, maintained or contributed or has been obligated to contribute to, any employee benefit plan subject to Title IV of ERISA, any multiemployer plan within the meaning of Section 4001(a)(3) or 3(37) of ERISA, or any multiple employer plan. (f) Each Benefit Plan covering any Subject Employee which is intended to be qualified under Section 401(a) of the Code has received or is permitted to rely upon a favorable determination or opinion letter, or has pending or has time remaining in which to file, an application for such determination from the IRS. To the Knowledge of the Company, each Benefit Plan covering any Subject Employee has been operated, maintained, drafted and administered in material compliance with its terms and with the requirements prescribed by any and all applicable Laws, including ERISA and the Code, which are applicable to such plan. (g) Except as set forth in Section 4.13(g) of the Company Disclosure Schedule, the delivery of this Agreement or consummation of the Transactions contemplated by this Agreement will not (either alone or together with any other event) (i) entitle any Subject Employee, director or independent contractor of the Company or TS Crude to severance pay or benefits under any Benefit Plan, (ii) accelerate the time of payment or vesting of any compensation or benefits, including equity-based awards, under any Benefit Plan, (iii) trigger any funding (through a grantor trust or otherwise) of compensation or benefits under any Benefit Plan, or (iv) trigger any payment, increase the amount payable or trigger any other obligation pursuant to any Benefit Plan. There is no contract, plan or arrangement (written or otherwise) covering any Subject Employee that, individually or collectively, would give rise to the payment of any amount that would not be deductible pursuant to the terms of Section Sections 280G of the Code, and no Benefit Plan covering any Subject Employee provides for a “gross-up” or similar payment in respect of any Taxes that may become payable under Section 280G, 409A or Section 4999 of the Code. (h) Notwithstanding any other representation and warranty in this ARTICLE IV, the representations and warranties set forth in this Section 4.13 are the Company’s sole and exclusive representations and warranties regarding employees and employee benefit matters.