Employees and Related Matters. (a) Schedule 5.13(a) sets forth a complete and correct list of all Employee Benefit Plans maintained or contributed to by Seller or any ERISA Affiliate in respect of or for the benefit of Employees (the “Seller Benefit Plans”). Seller has made available to Buyer true, complete and correct copies of the current Seller Benefit Plan documents, summary plan descriptions and all related documents.
Employees and Related Matters. There are no pending or threatened disputes, grievances, charges, complaints, petitions or proceedings involving the employees of Seller that could be reasonably expected to have a Material Adverse Effect and there are no pending or threatened strikes, lockouts or general work stoppages involving employees of Seller which could cause a cessation of operation of the Business or any facility where the Business is conducted and Seller is not subject to show cause, notices or debarment or administrative procedure involving any Governmental Authority related to its employees practices with respect to the Business that could reasonably be expected to result in a Material Adverse Effect.
Employees and Related Matters. (i) Schedule 3.17.1(a) is a complete list of all (a) employees of HRSI, and when the Asset Transfer takes place, the Company, none of which employees of HRSI will be transferred to or otherwise employed by the Company in connection with this Agreement or the Asset Transfer and Schedule 3.17.1(b) is a complete list of all (b) Independent Contractors.
Employees and Related Matters. Exhibit K, attached hereto and made a part hereof, is a complete list of all employees of the Company, listing the title or position held, base salary, any commissions or other compensation paid or payable, all employee benefits received by such employees and any other terms of any oral or written agreement with the Company.
Employees and Related Matters. (a) Seller has heretofore delivered a complete list of all employees of each Subsidiary, listing the title or position held, base salary, any commissions or other compensation paid or payable in 1996 as reflected on such Schedule, all employee benefits received by such employees and any other terms of any oral or written agreement between any such employee and the Seller, any Subsidiary or any Affiliate thereof. The Seller has heretofore delivered to the Buyer true and correct copies of each management or employment contract or contract for personal services and a complete description of any other understanding or commitment between any Subsidiary (or the Seller on behalf of any Subsidiary) and any officer, consultant, director, employee, independent contractor or other person or entity.
Employees and Related Matters. To Parent's knowledge, all of the employee benefit plans (as defined in Section 3(3) of ERISA) which are or have been maintained or contributed to by Parent or any incorporated or unincorporated trade or business (an "ERISA Affiliate") which together with Parent would be treated as a single employer under Section 414 of the Code have been maintained and contributed to in compliance with the requirements of ERISA, the Code and other applicable law; and to Parent's knowledge, Parent and its ERISA Affiliates have paid and discharged when due all obligations and liabilities arising under such plans, ERISA, the Code and other Applicable Law of a character which, if not paid or discharged, are likely to result in the imposition of an Encumbrance or the assertion of a liability enforceable against the Purchased Assets. There are no labor agreements between Parent or any Affiliate of Parent and any collective bargaining representative who represents employees employed by Parent or any of its Affiliates which relate to or affect the ownership, maintenance or operation of the Purchased Assets.
Employees and Related Matters. Exhibit I, attached hereto and made a part hereof, is a complete list of all employees of the Company, listing the title or position held, base salary, any commissions or other compensation paid or payable, all employee benefits received by such employees and any other terms of any oral or written agreement with the Company.
Employees and Related Matters. (i) The Disclosure Schedule contains a complete list of all written employee benefit plans whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all written plans, funds, programs and policies providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. Without limitation, the term "employee benefit plan" includes all employee welfare benefit plans within the meaning of section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of section 3(2) of ERISA. Each plan providing benefits which are funded through a policy of insurance is indicated by the word "insured" placed by the listing of the plan in the Disclosure Schedule. Neither Seller nor any trade or business (whether or not incorporated) which, together with Seller, would be treated as a "controlled group" under Section 4001(a)(14) of ERISA (an "ERISA Affiliate") is a contributing employer to a multiemployer plan as defined in Section 3(37) of ERISA. With respect to employee benefit plans subject to Title IV of ERISA, Seller has made full and timely payment of all contributions in material compliance with the terms of each such plan and Section 412(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and Section 203(3) of ERISA; the present fair market value of all assets of each such plan exceeds the present value of all vested benefits under each such plan, as determined on the most recent valuation date of such plan and in accordance with the provisions of ERISA and the regulations thereunder for calculating the potential liability of Seller or any ERISA Affiliate under Title IV of ERISA; and no accumulated funding deficiency (as defined in Section 412 of the Code and Section 302 of ERISA) exists with respect to any such plan. Neither Seller nor any ERISA Affiliate has incurred any liability to the Pension Benefit Guaranty Corporation under ERISA.
Employees and Related Matters. 8 3.20 Anticipated Receipts by Seller ......................... 8 3.21 Full Disclosure ........................................ 9
Employees and Related Matters. Purchaser has been provided with a list of the names, current annual salaries, bonuses, employee benefits, accrued vacation times, sick pay and other compensation, date of hire and location of all the present employees of Seller who provide services to the PMC Division. The Schedule of Benefit Plans attached hereto includes a true and complete list of all pension, bonus, profit sharing, stock option and employee benefit plans maintained by Seller or to which Seller contributes or is required to contribute ("Benefit Plans"). All Benefit Plans have been maintained and administered in compliance with the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all other applicable Laws. There are no employment or consulting contracts or arrangements, including pensions, bonus or profit sharing plans, or other severance or termination contracts or arrangements which may constitute contractual obligations of Seller relating to the PMC Division which are not terminable on 30 days' notice or less. There are no collective bargaining agreements with any union or other bargaining group for any of Seller's employees employed in the PMC Division, nor is Seller aware of any efforts by any such employees to organize or participate in any of the foregoing. To the best knowledge of Seller, no employee of the PMC Division is in violation of any of its obligations to, or any employment agreement with, a prior employer. Seller has conducted the business of the PMC Division in compliance with all Laws pertaining to the employment of employees, including, without limitation, all Laws relating to labor relations, equal employment practices, fair employment practices, entitlements, COBRA, prohibited discrimination, ERISA, terms and conditions of employment, wages and hours, and other similar employment practices and acts, and Seller is not engaged in any unfair labor practices and is not a party to any Action involving a violation or alleged violation of any of the foregoing Laws. There are no pending or, to Seller's knowledge, threatened Actions against Seller by any employee with respect to any matter arising out of, relating to or in connection with such employee's employment by Seller.
