Employees and Other Compliance. 2.14.1 Other than in respect of any employee listed in Exhibit E and Xxxxx, Trustee is not a party or otherwise bound by any employment contract or consulting agreement currently in effect that is not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions).
2.14.2 Trustee (i) has not been nor is now subject to a union organizing effort, (ii) is not subject to any collective bargaining agreement with respect to any of its employees, (iii) is not subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, and (iv) has no current labor disputes. Trustee has good labor relations, and the consummation of the transactions contemplated hereby will not have an adverse effect on such labor relations, and none of Trustee's key employees intends to leave its employ.
2.14.3 Section 2.14.3 to the Disclosure Letter identifies (i) all plans or arrangements for the provision of benefits of any description to employees, and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between Trustee and any employee of Trustee, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by Trustee under which Trustee has any present or future obligation or liability (collectively, the "Trustee Employee Plans"). Copies of all Trustee Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to Sub, together with the three most recent annual reports prepared in connection with any such Trustee Employee Plan. All Trustee Employee Plans are identified as such in Section 2.14.3
Employees and Other Compliance. 3.17.1 A list of all current employees, directors, company secretary, officers and consultants of Macrospace, their title, date of hire, employer entity and current compensation, is set forth on Schedule 3.17 of the Macrospace Disclosure Letter. Macrospace does not have any employment contracts or consulting agreements currently in effect that are not terminable on notice or whose lawful termination would result in any payment to the terminated employee greater than the minimum amounts required by English law upon termination of an employee (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions or as may be required by law).
3.17.2 Macrospace (i) has never been and, to the knowledge of Macrospace, is not now subject to a union organizing effort, (ii) is not subject to any collective bargaining agreement with respect to any of its employees, (iii) is not subject to any other contract, written or oral, with any trade or labor union, employees’ association or similar organization, and (iv) to the knowledge of Macrospace, does not have any current employment disputes.
3.17.3 All contributions due have been made or accrued on the Macrospace Financial Statements with respect to any pension or profit sharing plan maintained by Macrospace except those contributions accruing after the Balance Sheet Date in the ordinary course.
3.17.4 Schedule 3.17.4 of the Macrospace Disclosure Letter lists each employment, severance or other similar contract, arrangement or policy and each plan or arrangement providing for insurance coverage (including any self-insured arrangements), workers’ benefits, holiday benefits, severance benefits, disability benefits, death in service benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, share options, share purchase, phantom share, share appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors which is entered into, maintained or contributed to by Macrospace and covers any employee or consultant of Macrospace. Such contracts, plans and arrangements as are described in such Schedule 3.17.4 are hereinafter collectively referred to as the “Macrospace Benefit Arrangements.” The Macrospace Benefit Arrangements have been maintained in compliance in all material respects with their terms and with the requirements prescribed...
Employees and Other Compliance. 4.19.1 Sorrent is in compliance in all material respects with all applicable laws, agreements and contracts relating to employment, employment practices, wages, hours, and terms and conditions of employment, including, but not limited to, employee compensation matters in each of the jurisdictions in which it conducts business.
4.19.2 Sorrent (i) has never been and is not now subject to a union organizing effort, (ii) is not subject to any collective bargaining agreement with respect to any of its employees, (iii) is not subject to any other contract, written or oral, with any trade or labor union, employees’ association or similar organization, and (iv) does not have any current labor disputes. Sorrent has no knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a material adverse effect on such labor relations and have no knowledge that any key employee of Sorrent intends to leave the employ of Sorrent.
4.19.3 No former employee of Sorrent has any claim against Sorrent whether relating to such employee’s employment with Sorrent, termination of employment or any other matter or circumstance.
Employees and Other Compliance. (a) Section 3.17(a) of the Disclosure Schedule lists each Seller Benefit Arrangement. A copy of each document reflecting each Seller Benefit Arrangement has been provided to Buyer or Buyer’s counsel, including any summary plan descriptions, prospectuses, trust agreements, form agreements and other documents related to such plans and arrangements that have been provided or made available to any Seller Employee. The terms and conditions of any Seller Benefit Arrangement that is not in writing are set forth in Section 3.17(a) of the Disclosure Schedule.
(b) All Seller Benefit Arrangements that are intended to be subject to Code Section 401(a) and any trust agreement that is intended to be tax exempt under Code Section 501(a) have been determined by the Internal Revenue Service to be qualified under Code Section 401(a) and exempt from taxation under Code Section 501(a), and, to the Knowledge of Seller, nothing has occurred that would adversely affect the qualification of any such plan. Each Seller Benefit Arrangement and any related trust subject to ERISA complies in all material respects with and has been administered in substantial compliance with, (A) the provisions of ERISA, (B) all provisions of the Code, (C) all other applicable Laws, and (D) its terms and the terms of any collective bargaining or collective labor agreement. Seller has not received any written notice from any Governmental Entity questioning or challenging such compliance. There are no unresolved claims or disputes under the terms of, or in connection with, the Seller Benefit Arrangements other than claims for benefits which are payable in the ordinary course. There has not been any non-exempt “prohibited transaction” (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Seller Benefit Arrangement. No litigation has been commenced with respect to any Seller Benefit Arrangement and, to the Knowledge of Seller, no such litigation is threatened (other than routine claims for benefits in the ordinary course). There are no governmental audits or investigations pending or, to the Knowledge of Seller, threatened in connection with any Seller Benefit Arrangement. To the Knowledge of Seller, there are not any facts that could give rise to any material liability in the event of any governmental audit or investigation.
(c) Seller has timely filed and delivered or made available to Buyer and its legal counsel the three most recent annual reports (Form 5500) and ...
Employees and Other Compliance. Except as set forth on Schedule 3.18 of the Company Disclosure Letter, (i) none of the Company Entities are delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (ii) upon termination of the employment of any such employees, none of the Company Entities, the Acquirer and the Surviving Company will, by reason of any action taken or not taken prior to the Closing, be liable to any of such employees for severance pay or any other payments, except to the extent required by PRC law, (iii) the Company Entities are in compliance with all laws respecting labor, employment and employment practices, terms and conditions of employment and wages and hours, (iv) there is no unfair labor practice complaint against any of the Company Entities pending before any Governmental Authority, (v) there is no labor strike, material dispute or grievance, slowdown or stoppage actually pending or, to the knowledge of the Company Entities, threatened against or involving the Company Entities, (vi) no labor union currently represents the employees of the Company Entities and, to the knowledge of the Company Entities, no labor union has taken any action with respect to organizing the employees of the Company Entities, and (vii) no employee has informed the Company Entities that such employee will or may terminate his or her employment or engagement with the any of the Company Entities. None of the Company Entities is a party to or bound by any collective bargaining agreement, union Contract or similar agreement.
