Employees and Employee Plans. (a) Partner has provided to Baker Hughes a schedule that sets forth, to the extent permitted by Applicable Law, each Partner Business Employee’s name, title, hire date, location, base salary or wage rate and bonus opportunity as of the date of this Agreement. Neither Partner nor any of its Affiliates has any current or contingent liability or obligation under or with respect to a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a plan that is or was subject to Title IV of ERISA or Section 412 of the Code, in each case that would reasonably be expected to become a liability or obligation of the Company. (b) Each Partner Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service (a copy of which has been provided to Baker Hughes) or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired, and, to Partner’s knowledge, no act or omission has occurred which would reasonably be expected to adversely affect such plan’s qualification. (c) With respect to the Partner Contributed Business, Partner has complied in all material respects with all employment-related contracts and policies to which it is a party or by which it is bound, except for instances of non-compliance that would not, individually or in the aggregate, be material to the Partner Contributed Business taken as a whole. Except as would not result in material liability, Partner has paid or appropriately accrued all wages, salaries, bonuses, commissions, wage premiums, fees and other compensation that has or will become due and payable to each employee and other service provider of the Partner Contributed Business and all payments, contributions or premiums required to be remitted or paid in respect of the Partner Employee Plans and in respect of employment insurance, employer health tax, workers’ compensation and Canada Pension Plan, pursuant to Applicable Law, contract, or employment policy. Partner is in material compliance with Applicable Law respecting employment and employment practices (including employment standards, labor relations, occupational health and safety, human rights, privacy, workers’ compensation, employment insurance, employer health tax and pay equity) and to the knowledge of Partner, there are no pending or threatened proceedings before any Governmental Authority with respect to any of the foregoing. The Partner Contributed Business has no material liability or obligation under any Applicable Law arising out of the misclassification of any employee working as an employee, consultant, independent contractor or temporary employee, as applicable. (d) Neither Partner nor any of its Affiliates is a party to or subject to any collective bargaining agreement or employee association agreement or bargaining relationship that covers any Partner Business Employee. To the knowledge of Partner, no union organizing or decertification activities are underway or threatened with respect to the Partner Contributed Business and no such activities have occurred in the past three years. There is no labor strike, slowdown, walkout, lockout, work stoppage or other material labor dispute pending or, to Partner’s knowledge, threatened against or affecting the Partner Contributed Business, and no such dispute has occurred in the past three years. (e) With respect to the Partner Contributed Business, Partner has no outstanding material liability under the WARN Act concerning employee layoffs implemented in the last two years. No employee layoff, facility closures, or similar reduction in force is currently contemplated, planned or announced that could affect Partner Business Employees (for clarity, except as expressly provided by Article 9). (f) All Partner Employee Plans that are maintained on behalf of workers located outside of the United States: (i) have been established, registered (where required), maintained, funded, invested and administered in all material respects in compliance with their terms and in accordance with Applicable Law; (ii) if they are intended to qualify for special tax treatment meet all requirements for such treatment; (iii) if they are intended to be fully funded and/or book-reserved are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iv) do not contain a defined benefit provision; and (v) are not multi-employer defined benefit pension plans in which any entity that is not an Affiliate of Partner participates.
Appears in 1 contract
Employees and Employee Plans. Section 4.1(w) of the Disclosure Schedule entitled "Employee Plans" contains a true and complete list of (a) Partner all employees of the Business (each a "Business Employee"), together with their respective job titles and annual compensation (including salaries, bonuses, consulting fees and incentive or deferred compensation) and (b) all employee benefit plans ("Employee Plans") and employment contracts. To the best of Seller's knowledge, the Business does not involve employment of any person in a manner that violates any non-competition or non-disclosure agreement, which such Person entered into in connection with any former employment. Neither Seller nor any officers, directors, shareholders, employees or agents of Seller have taken any action directly or indirectly to obligate Seller to institute any Employee Plan applicable to employees of the Business other than those Employee Plans set forth in such Schedule, or to amend any such Employee Plan. Seller has provided delivered to Baker Hughes a schedule Buyer copies of all of the documents comprising each Employee Plan and each employment Contract, and such other materials related thereto as have been reasonably requested by Buyer. Each Employee Plan has been administered in material compliance with its terms and with applicable laws. All (i) insurance premiums required to be paid with respect to, (ii) benefits, expenses, and other amounts due and payable under, and (iii) contributions, transfers, or payments required to be made to, any Employee Plan prior to the Closing Date will have been paid, made or accrued on or before the Closing Date. With respect to any insurance policy that sets forthhas, or does, provide funding for benefits under any Employee Plan, no insurance company issuing any such policy is in receivership, conservatorship, liquidation or similar proceeding and, to the extent permitted by Applicable Law, each Partner Business Employee’s name, title, hire date, location, base salary or wage rate and bonus opportunity as knowledge of the date of this Agreement. Neither Partner nor any of its Affiliates has any current or contingent liability or obligation under or Seller, no such proceedings with respect to any insurer are imminent. Buyer has not committed to provide any Business Employee with a “benefit under Seller's Life Insurance and Accidental Death & Dismemberment Insurance or Seller's Long Term Disability Insurance (the "Insured Welfare Plans") which is in excess of the coverage provided by any insurance policy that has, or does, provide funding for benefits under the Insured Welfare Plans. None of the Employee Plans is a "multiemployer plan” " within the meaning of Sections 3(37) or 4001(a)(13) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Each employee benefit plan maintained or contributed to, currently or in the past, by Seller (or by any other corporation or trade or business the employees of which, together with the employees of Seller, are required by any of the rules contained in ERISA or the Internal Revenue Code of 1986, as amended (the "Code"), to be treated as if they were employed by a single employer) that is a group health plan (as such term is defined in Section 3(375000(b)(1) of ERISA) or a plan that is or was subject to Title IV of ERISA or Section 412 of the Code, ) has been operated in each case that would reasonably be expected to become a liability or obligation full compliance with (i) the continuation coverage requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Company.
Code and (bii) Each Partner Employee the Health Insurance Portability and Accountability Act of 1996. The consummation of the transactions contemplated by this Agreement will constitute "the disposition by a corporation of substantially all of the assets (within the meaning of Section 409(d)(2) [of the Code]) used by such corporation in a trade or business of such corporation" within the meaning of Section 401(k)(10)(A)(iii) of the Code. In addition, the New Hope Communications, Inc. 401(k) Profit Sharing Plan (the "Seller's Savings Plan") provides that is intended to be qualified under such a disposition of assets within the meaning of Section 401(a401(k)(10)(A)(iii) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service (a copy of which has been provided to Baker Hughes) or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired, and, to Partner’s knowledge, no act or omission has occurred which would reasonably be expected to adversely affect such plan’s qualification.
(c) With respect to the Partner Contributed Business, Partner has complied in all material respects with all employment-related contracts and policies to which it is a party or by which it is bound, except distribution event for instances of non-compliance that would not, individually or in the aggregate, be material to the Partner Contributed Business taken as a whole. Except as would not result in material liability, Partner has paid or appropriately accrued all wages, salaries, bonuses, commissions, wage premiums, fees and other compensation that has or will become due and payable to each employee and other service provider purposes of the Partner Contributed Business and all payments, contributions or premiums required to be remitted or paid in respect of the Partner Employee Plans and in respect of employment insurance, employer health tax, workers’ compensation and Canada Pension Seller's Savings Plan, pursuant to Applicable Law, contract, or employment policy. Partner is in material compliance with Applicable Law respecting employment and employment practices (including employment standards, labor relations, occupational health and safety, human rights, privacy, workers’ compensation, employment insurance, employer health tax and pay equity) and to the knowledge of Partner, there are no pending or threatened proceedings before any Governmental Authority with respect to any of the foregoing. The Partner Contributed Business has no material liability or obligation under any Applicable Law arising out of the misclassification of any employee working as an employee, consultant, independent contractor or temporary employee, as applicable.
(d) Neither Partner nor any of its Affiliates is a party to or subject to any collective bargaining agreement or employee association agreement or bargaining relationship that covers any Partner Business Employee. To the knowledge of Partner, no union organizing or decertification activities are underway or threatened with respect to the Partner Contributed Business and no such activities have occurred in the past three years. There is no labor strike, slowdown, walkout, lockout, work stoppage or other material labor dispute pending or, to Partner’s knowledge, threatened against or affecting the Partner Contributed Business, and no such dispute has occurred in the past three years.
(e) With respect to the Partner Contributed Business, Partner has no outstanding material liability under the WARN Act concerning employee layoffs implemented in the last two years. No employee layoff, facility closures, or similar reduction in force is currently contemplated, planned or announced that could affect Partner Business Employees (for clarity, except as expressly provided by Article 9).
(f) All Partner Employee Plans that are maintained on behalf of workers located outside of the United States: (i) have been established, registered (where required), maintained, funded, invested and administered in all material respects in compliance with their terms and in accordance with Applicable Law; (ii) if they are intended to qualify for special tax treatment meet all requirements for such treatment; (iii) if they are intended to be fully funded and/or book-reserved are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iv) do not contain a defined benefit provision; and (v) are not multi-employer defined benefit pension plans in which any entity that is not an Affiliate of Partner participates.
Appears in 1 contract
Samples: Asset Purchase Agreement (New Hope Investments Inc)
Employees and Employee Plans. (a) Partner GE has provided to Baker Hughes a schedule BHGE the GE Business Employee List in an anonymized format that sets forthincludes, with respect to the extent permitted by Applicable Law, each Partner GE Business Employee, such individual’s name, title, hire date, location, whether active or on leave (and, if on leave, the nature of the leave), base salary or wage rate and bonus opportunity as of the date of this Agreement. Each GE Business Employee provides services primarily related to the GE Contributed Business. Neither Partner GE nor any of its ERISA Affiliates has any current or contingent liability or obligation under or with respect to a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a plan that is or was subject to Title IV of ERISA or Section 412 of the Code, in each case that would reasonably be expected to become a liability or obligation of the Company.
(b) Each Partner Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service (a copy of which has been provided to Baker Hughes) or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired, and, to Partner’s knowledge, no act or omission has occurred which would reasonably be expected to adversely affect such plan’s qualification.
(c) With respect to the Partner GE Contributed Business, Partner GE has complied in all material respects with all employment-related contracts and policies to which it is a party or by which it is bound, except for instances of non-compliance that would not, individually or in the aggregate, be material to the Partner Contributed Business Company taken as a whole. Except as would not reasonably be expected to result in material liabilityliability to the Company, Partner (i) GE has paid or appropriately accrued (x) all wages, salaries, bonuses, commissions, wage premiums, fees and other compensation that has or will become due and payable to each employee and other service provider of the Partner GE Contributed Business and (y) all payments, contributions or premiums required to be remitted or paid in respect of the Partner GE Employee Plans and in respect of employment insurance, employer health tax, workers’ compensation and Canada Pension Plancompensation, pursuant to Applicable Law, contract, or employment policy. Partner , and (ii) GE is in material compliance with Applicable Law respecting employment and employment practices (including employment standards, labor relations, occupational health and safety, human rights, privacy, workers’ compensation, employment insurance, employer health tax and pay equity) and to the knowledge of PartnerGE, there are no pending or threatened proceedings before any Governmental Authority with respect to any of the foregoing. The Partner GE Contributed Business has no material liability or obligation under any Applicable Law arising out of the misclassification of any employee working as an employee, consultant, independent contractor or temporary employee, as applicable.
(dc) Neither Partner GE nor any of its Affiliates is a party to or subject to any collective bargaining agreement or employee association agreement or bargaining relationship that covers any Partner GE Business Employee. To the knowledge of PartnerGE, no union organizing or decertification activities are underway or threatened with respect to the Partner GE Contributed Business and no such activities have occurred in the past three years. There To the knowledge of GE, there is no labor strike, slowdown, walkout, lockout, work stoppage or other material labor dispute pending or, to Partner’s knowledge, or threatened against or affecting the Partner GE Contributed Business, and and, to the knowledge of GE, no such material dispute has occurred in the past three years.
(ed) With Except as would not reasonably be expected to result in material liability to the Company, with respect to the Partner GE Contributed Business, Partner GE has no outstanding material liability under the WARN Act concerning employee layoffs implemented in the last two years. No employee layoff, facility closures, or similar reduction in force is currently contemplated, planned or announced that could materially and adversely affect Partner GE Business Employees (for clarity, except as expressly provided by Article 9Article IX).
(f) All Partner Employee Plans that are maintained on behalf of workers located outside of the United States: (i) have been established, registered (where required), maintained, funded, invested and administered in all material respects in compliance with their terms and in accordance with Applicable Law; (ii) if they are intended to qualify for special tax treatment meet all requirements for such treatment; (iii) if they are intended to be fully funded and/or book-reserved are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iv) do not contain a defined benefit provision; and (v) are not multi-employer defined benefit pension plans in which any entity that is not an Affiliate of Partner participates.
Appears in 1 contract
Employees and Employee Plans. (a) Partner has provided to Baker Hughes a schedule that sets forth, to the extent permitted by Applicable Law, each Partner Business Employee’s name, title, hire date, location, base salary or wage rate and bonus opportunity as of the date of this Agreement. Neither Partner nor any of its Affiliates has any current or contingent liability or obligation under or with respect to a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a plan that is or was subject to Title IV of ERISA or Section 412 of the Code, in each case that would reasonably be expected to become a liability or obligation of the Company.
(b) Each Partner Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service (a copy of which has been provided to Baker Hughes) or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired, and, to Partner’s knowledge, no act or omission has occurred which would reasonably be expected to adversely affect such plan’s qualification.
(c) With respect to the Partner Contributed Business, Partner has complied in all material respects with all employment-related contracts and policies to which it is a party or by which it is bound, except for instances of non-compliance that would not, individually or in the aggregate, be material to the Partner Contributed Business taken as a whole. Except as would not result in material liability, Partner has paid or appropriately accrued all wages, salaries, bonuses, commissions, wage premiums, fees and other compensation that has or will become due and payable to each employee and other service provider of the Partner Contributed Business and all payments, contributions or premiums required to be remitted or paid in respect of the Partner Employee Plans and in respect of employment insurance, employer health tax, workers’ compensation and Canada Pension Plan, pursuant to Applicable Law, contract, or employment policy. Partner is in material compliance with Applicable Law respecting employment and employment practices (including employment standards, labor relations, occupational health and safety, human rights, privacy, workers’ compensation, employment insurance, employer health tax and pay equity) and to the knowledge of Partner, there are no pending or threatened proceedings before any Governmental Authority with respect to any of the foregoing. The Partner Contributed Business has no material liability or obligation under any Applicable Law arising out of the misclassification of any employee working as an employee, consultant, independent contractor or temporary employee, as applicable.
(d) Neither Partner nor any of its Affiliates is a party to or subject to any collective bargaining agreement or employee association agreement or bargaining relationship that covers any Partner Business Employee. To the knowledge of Partner, no union organizing or decertification activities are underway or threatened with respect to the Partner Contributed Business and no such activities have occurred in the past three years. There is no labor strike, slowdown, walkout, lockout, work stoppage or other material labor dispute pending or, to Partner’s knowledge, threatened against or affecting the Partner Contributed Business, and no such dispute has occurred in the past three years.
(e) With respect to the Partner Contributed Business, Partner has no outstanding material liability under the WARN Act concerning employee layoffs implemented in the last two years. No employee layoff, facility closures, or similar reduction in force is currently contemplated, planned or announced that could affect Partner Business Employees (for clarity, except as expressly provided by Article 9).
(f) All Partner Employee Plans that are maintained on behalf of workers located outside of the United States: (i) have been established, registered (where required), maintained, funded, invested and administered in all material respects in compliance with their terms and in accordance with Applicable Law; (ii) if they are intended to qualify for special tax treatment meet all requirements for such treatment; (iii) if they are intended to be fully funded and/or book-reserved are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iv) do not contain a defined benefit provision; and (v) are not multi-employer defined benefit pension plans in which any entity that is not an Affiliate of Partner participates.the
Appears in 1 contract
Employees and Employee Plans. (a) Partner BHGE has provided to Baker Hughes a schedule GE the BHGE Business Employee List in an anonymized format that sets forthincludes, with respect to the extent permitted by Applicable Law, each Partner BHGE Business Employee, such individual’s name, title, hire date, location, whether active or on leave (and, if on leave, the nature of the leave), base salary or wage rate and bonus opportunity as of the date of this Agreement. Each BHGE Employee provides services primarily related to the BHGE Contributed Business. Neither Partner BHGE nor any of its ERISA Affiliates has any current or contingent liability or obligation under or with respect to a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a plan that is or was subject to Title IV of ERISA or Section 412 of the Code, in each case that would reasonably be expected to become a liability or obligation of the Company.
(b) Each Partner Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service (a copy of which has been provided to Baker Hughes) or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired, and, to Partner’s knowledge, no act or omission has occurred which would reasonably be expected to adversely affect such plan’s qualification.
(c) With respect to the Partner BHGE Contributed Business, Partner BHGE has complied in all material respects with all employment-related contracts and policies to which it is a party or by which it is bound, except for instances of non-compliance that would not, individually or in the aggregate, be material to the Partner Contributed Business Company taken as a whole. Except as would not reasonably be expected to result in material liabilityliability to the Company, Partner (i) BHGE has paid or appropriately accrued (x) all wages, salaries, bonuses, commissions, wage premiums, fees and other compensation that has or will become due and payable to each employee and other service provider of the Partner BHGE Contributed Business and (y) all payments, contributions or premiums required to be remitted or paid in respect of the Partner BHGE Employee Plans and in respect of employment insurance, employer health tax, workers’ compensation and Canada Pension Plancompensation, pursuant to Applicable Law, contract, or employment policy. Partner policy and (ii) BHGE is in material compliance with Applicable Law respecting employment and employment practices (including employment standards, labor relations, occupational health and safety, human rights, privacy, workers’ compensation, employment insurance, employer health tax and pay equity) and to the knowledge of PartnerBHGE, there are no pending or threatened proceedings before any Governmental Authority with respect to any of the foregoing. The Partner BHGE Contributed Business has no material liability or obligation under any Applicable Law arising out of the misclassification of any employee working as an employee, consultant, independent contractor or temporary employee, as applicable.
(dc) Neither Partner BHGE nor any of its Affiliates is a party to or subject to any collective bargaining agreement or employee association agreement or bargaining relationship that covers any Partner BHGE Business Employee. To the knowledge of PartnerBHGE, no union organizing or decertification activities are underway or threatened with respect to the Partner BHGE Contributed Business and no such activities have occurred in the past three years. There To the knowledge of BHGE, there is no labor strike, slowdown, walkout, lockout, work stoppage or other material labor dispute pending or, to Partner’s knowledge, or threatened against or affecting the Partner BHGE Contributed Business, and and, to the knowledge of BHGE, no such material dispute has occurred in the past three years.
(ed) With Except as would not reasonably be expected to result in material liability to the Company, with respect to the Partner BHGE Contributed Business, Partner BHGE has no outstanding material liability under the WARN Act concerning employee layoffs implemented in the last two years. No employee layoff, facility closures, or similar reduction in force is currently contemplated, planned or announced that could materially and adversely affect Partner BHGE Business Employees (for clarity, except as expressly provided by Article 9Article IX).
(f) All Partner Employee Plans that are maintained on behalf of workers located outside of the United States: (i) have been established, registered (where required), maintained, funded, invested and administered in all material respects in compliance with their terms and in accordance with Applicable Law; (ii) if they are intended to qualify for special tax treatment meet all requirements for such treatment; (iii) if they are intended to be fully funded and/or book-reserved are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iv) do not contain a defined benefit provision; and (v) are not multi-employer defined benefit pension plans in which any entity that is not an Affiliate of Partner participates.
Appears in 1 contract
Employees and Employee Plans. (a) Partner Xxxxx Xxxxxx has provided to Baker Hughes Partner a schedule that sets forth, to the extent permitted by Applicable Law, each Partner Xxxxx Xxxxxx Business Employee’s name, title, hire date, location, base salary or wage rate and bonus opportunity as of the date of this Agreement. Neither Partner Xxxxx Xxxxxx nor any of its Affiliates has any current or contingent liability or obligation under or with respect to a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a plan that is or was subject to Title IV of ERISA or Section 412 of the Code, in each case that would reasonably be expected to become a liability or obligation of the Company.
(b) Each Partner Xxxxx Xxxxxx Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service (a copy of which has been provided to Baker HughesPartner) or has applied to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired, and, and to Partner’s Xxxxx Xxxxxx’ knowledge, no act or omission has occurred which would reasonably be expected to adversely affect such plan’s qualification.
(c) With respect to the Partner Xxxxx Xxxxxx Contributed Business, Partner Xxxxx Xxxxxx has complied in all material respects with all employment-related contracts and policies to which it is a party or by which it is bound, except for instances of non-compliance that would not, individually or in the aggregate, be material to the Partner Xxxxx Xxxxxx Contributed Business taken as a whole. Except as would not result in material liability, Partner Xxxxx Xxxxxx has paid or appropriately accrued all wages, salaries, bonuses, commissions, wage premiums, fees and other compensation that has or will become due and payable to each employee and other service provider of the Partner Xxxxx Xxxxxx Contributed Business and all payments, contributions or premiums required to be remitted or paid in respect of the Partner Xxxxx Xxxxxx Employee Plans and in respect of employment insurance, employer health tax, workers’ compensation and Canada Pension Plan, pursuant to Applicable Law, contract, or employment policy. Partner Xxxxx Xxxxxx is in material compliance with Applicable Law respecting employment and employment practices (including employment standards, labor relations, occupational health and safety, human rights, privacy, workers’ compensation, employment insurance, employer health tax and pay equity) and to the knowledge of PartnerXxxxx Xxxxxx, there are no pending or threatened proceedings before any Governmental Authority with respect to any of the foregoing. The Partner Xxxxx Xxxxxx Contributed Business has no material liability or obligation under any Applicable Law arising out of the misclassification of any employee working as an employee, consultant, independent contractor or temporary employee, as applicable.
(d) Neither Partner Xxxxx Hughes nor any of its Affiliates is a party to or subject to any collective bargaining agreement or employee association agreement or bargaining relationship that covers any Partner Baker Hughes Business Employee. To the knowledge of PartnerBaker Hughes, no union organizing or decertification activities are underway or threatened with respect to the Partner Baker Hughes Contributed Business and no such activities have occurred in the past three years. There is no labor strike, slowdown, walkout, lockout, work stoppage or other material labor dispute pending or, to Partner’s Baker Hughes’ knowledge, threatened against or affecting the Partner Baker Hughes Contributed Business, and no such dispute has occurred in the past three years.
(e) With respect to the Partner Baker Hughes Contributed Business, Partner Baker Hughes has no outstanding material liability under the WARN Act concerning employee layoffs implemented in the last two years. No employee layoff, facility closures, or similar reduction in force is currently contemplated, planned or announced that could affect Partner Baker Hughes Business Employees (for clarity, except as expressly provided by Article 9).
(f) All Partner Baker Hughes Employee Plans that are maintained on behalf of workers located outside of the United States: (i) have been established, registered (where required), maintained, funded, invested and administered in all material respects in compliance with their terms and in accordance with Applicable Law; (ii) if they are intended to qualify for special tax treatment meet all requirements for such treatment; (iii) if they are intended to be fully funded and/or book-reserved are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iv) do not contain a defined benefit provision; and (v) are not multi-employer defined benefit pension plans in which any entity that is not an Affiliate of Partner Baker Hughes participates.
Appears in 1 contract
Employees and Employee Plans. (a) Partner Seller has provided delivered to Baker Hughes Buyer a true and complete schedule that sets forthforth the name, employing entity, job title, annualized salary or hourly rate of pay, status as exempt or non-exempt under the FLSA, prior years’ bonus, date of hire, leave status (including nature of such leave and its expected duration) of each Subject Employee. All of the Subject Employees are employed by Rangeland Energy.
(b) Schedule 3.15(b) sets forth a true and complete list of each Rangeland Benefit Plan.
(c) Except for the individuals set forth on Schedule 3.15(c), the Subject Employees are the only individuals whose principal job is providing services to the extent permitted by Applicable Law, each Partner Business Employee’s name, title, hire date, location, base salary or wage rate and bonus opportunity as of the date of this Agreement. Rangeland Entities.
(d) Neither Partner Rangeland Energy nor any of its ERISA Affiliates has have and at no time in the past have sponsored or contributed to, or have or have had any current or contingent liability or obligation under in respect of, (i) a plan subject to the requirements of Title IV of ERISA or with respect to (ii) a “multiemployer plan” (as defined in Section section 3(37) of ERISA.
(e) or a plan that Each Rangeland Benefit Plan has been established and maintained in compliance with its terms and is or was subject to Title IV of in compliance with all applicable Laws, including ERISA or Section 412 of and the Code, in (ii) there are no material actions, claims, suits, investigations or proceedings pending or, to the Knowledge of Seller, threatened with respect to any Rangeland Benefit Plan and (iii) each case that would reasonably be expected to become a liability or obligation of the Company.
(b) Each Partner Employee Rangeland Benefit Plan that is intended to be a qualified plan under Section 401(a) of the Code and has received a favorable determination or opinion letter to that effect from the Internal Revenue Service (a copy of which that has been provided made available to Baker HughesBuyer, and each trust forming a part thereof is exempt from federal income tax pursuant to Section 501(a) or has applied of the Code, and to the Internal Revenue Service for such a letter within the applicable remedial amendment period or such period has not expired, and, to Partner’s knowledge, Knowledge of Seller no act or omission event has occurred which since the date of such determination or opinion that Seller reasonably expects would reasonably be expected to adversely affect such plan’s qualificationdetermination or exemption.
(cf) The consummation of the transactions contemplated by this Agreement or by the other Transaction Documents will not: (1) entitle any current or former employee of the Rangeland Entities to severance pay, unemployment compensation or any similar payment; (2) accelerate the time of payment or vesting, or increase the amount of any compensation due to, or in respect of, any current or former employee of the Rangeland Entities; or (3) result in or satisfy a condition to the payment of compensation that would, in combination with any other payment, result in an “excess parachute payment” within the meaning of Section 280G(b) of the Code.
(g) With respect to the Partner Contributed BusinessSubject Employees, Partner Seller has complied in all material respects with all employment-related contracts labor and policies to which it is a party or by which it is bound, except for instances of non-compliance that would not, individually or in the aggregate, be material to the Partner Contributed Business taken as a whole. Except as would not result in material liability, Partner has paid or appropriately accrued employment Laws and provided such Subject Employees with all wages, salaries, bonuses, commissions, wage premiums, fees wages and other compensation that has or will become due and payable to each employee and other service provider of the Partner Contributed Business and all payments, contributions or premiums required to be remitted or paid in respect of the Partner Employee Plans and in respect of employment insurance, employer health tax, workers’ compensation and Canada Pension Plan, pursuant to Applicable Law, contract, or employment policyowed. Partner is in material compliance with Applicable Law respecting employment and employment practices (including employment standards, labor relations, occupational health and safety, human rights, privacy, workers’ compensation, employment insurance, employer health tax and pay equity) and to the knowledge of Partner, there are no pending or threatened proceedings before any Governmental Authority with respect to any of the foregoing. The Partner Contributed Business has no material liability or obligation under any Applicable Law arising out of the misclassification of any employee working as an employee, consultant, independent contractor or temporary employee, as applicable.
(d) Neither Partner nor any of its Affiliates No Rangeland Entity is a party to or subject to nor bound by any collective bargaining agreement or employee association agreement or bargaining relationship that covers other contract with any Partner Business Employeelabor union and no such contract is being negotiated. To the knowledge of Partner, no union organizing or decertification activities are underway or threatened with With respect to the Partner Contributed Business and Subject Employees, no such activities have occurred in the past three years. There representation election or union organizing campaign is no labor strike, slowdown, walkout, lockout, work stoppage or other material labor dispute pending or, to Partner’s knowledgethe Knowledge of Seller, threatened against or affecting the Partner Contributed Business, and no such dispute has occurred in the past three yearsthreatened.
(e) With respect to the Partner Contributed Business, Partner has no outstanding material liability under the WARN Act concerning employee layoffs implemented in the last two years. No employee layoff, facility closures, or similar reduction in force is currently contemplated, planned or announced that could affect Partner Business Employees (for clarity, except as expressly provided by Article 9).
(f) All Partner Employee Plans that are maintained on behalf of workers located outside of the United States: (i) have been established, registered (where required), maintained, funded, invested and administered in all material respects in compliance with their terms and in accordance with Applicable Law; (ii) if they are intended to qualify for special tax treatment meet all requirements for such treatment; (iii) if they are intended to be fully funded and/or book-reserved are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions; (iv) do not contain a defined benefit provision; and (v) are not multi-employer defined benefit pension plans in which any entity that is not an Affiliate of Partner participates.
Appears in 1 contract
