Employees; Collective Bargaining Agreements Sample Clauses

Employees; Collective Bargaining Agreements. Prior to the date hereof, the Seller has delivered to the Purchaser a list setting forth the name, title and total compensation (payable by the Company or any of its Subsidiaries) of each officer and director of the Company and its Subsidiaries and of each other Employee, consultant and agent of the Company and its Subsidiaries whose total compensation (so payable and including bonuses and commissions) for the year ended December 31, 2004 equaled or exceeded $100,000. Schedule 3.14 sets forth (a) a list of all employment agreements in effect as of the date of this Agreement between the Company or any of its Subsidiaries and any Person (as such employment agreements may have been amended prior to the date hereof, the "Employment Agreements"), (b) a list of all collective bargaining agreements relating to the operation of the Business to which any of the U.S. Companies is a party, including all amendments thereto (the "U.S. Collective Bargaining Agreements"), and (c) a list of all collective bargaining agreements to which any of the Principal Subsidiaries which is not a U.S. Company is a party, including all amendments thereto, but excluding any plan, program, policy, practice or arrangement of general applicability that employers are required under Applicable Law of the relevant jurisdiction to maintain or establish (the "International Collective Bargaining Agreements"). Complete and correct copies of all of the Employment Agreements and Collective Bargaining Agreements, along with all memoranda of understanding, letter agreements or any other binding agreements related to the Collective Bargaining Agreements, have been made available to the Purchaser.
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Employees; Collective Bargaining Agreements. Schedule 3.11 to this Agreement contains a true and complete list of the employees of UGCC as of the Closing Date. Seller has paid in full to all employees of UGCC all wages, salaries, commissions, bonuses and other direct compensation for all services performed by them, except for such accrued and unpaid amounts, including accrued vacation pay as listed on Schedule 3.5 hereto (which shall be paid by Seller on or before the Closing Date), and except for matters and disputes which are the subject of pending grievances under the Teamster collective bargaining contract. Seller shall be solely responsible for any liability or obligation arising out of Seller's hiring or Seller's employment of its employees prior to the Closing Date, including any such liability arising from any pending grievances (as they relate to the period prior to the Closing Date) which, if they still exist after the Closing, Seller may contest at its sole cost and expense. Buyer shall be solely responsible for any liability or obligation arising out of Buyer's hiring or Buyer's employment of its employees after Closing, and for any other liability or obligation arising out of the operation of the Business after Closing. Seller is a party to a labor agreement with various Teamster unions, compliance with which creates conditions to Closing on this transaction. Buyer or an affiliate of Buyer shall expressly assume, and shall promptly and faithfully perform, all obligations on the part of Seller to be performed under Seller's collective bargaining agreements identified on Schedule 3.15, or, alternatively, Buyer, as a condition to Seller's obligation to close and consummate the transactions contemplated hereby, shall have either obtained the waiver and release contemplated by Section 7.8 below or shall indemnify, defend and hold Seller harmless from any liability with respect thereto. Except as set forth in Schedule 3.11, Seller is in compliance with all material laws and regulations respecting employment and employment practices, terms and conditions of employment, wages and hours, employee benefit plans and taxes (including withholding taxes) relating to employment or to personal services provided to UGCC. No employee of UGCC is in material violation of any employment agreement, consulting agreement, proprietary information nondisclosure agreement or any other contract or agreement with UGCC. Except as set forth in Schedules 3.11 and 3.15, to Seller's knowledge (a) there are no agreements,...
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Employees; Collective Bargaining Agreements. Neither Owner nor any affiliate of Owner has any employees employed at or with respect to the Option Property which will become the obligation of Optionee after the Closing Date, subject to the terms of Section 7.1(d). There is no collective bargaining agreement or other union agreement with respect to the Option Property.
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Employees; Collective Bargaining Agreements. Neither Seller nor any affiliate of Seller has any employees employed at or with respect to the Property which will become the obligation of Buyer after the Closing Date, subject to the terms of Section 7.01(f). There is no collective bargaining agreement or other union agreement with respect to the Property.
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Employees; Collective Bargaining Agreements. (a) Except as set forth on Schedule 2.14, all employees employed by Seller as of the date hereof and at any time in the past are or have been employees at will. Set forth in the attached Schedule 2.14 is an accurate and complete list, as of July 12, 2000, of the names of all employees employed by Seller at any time since January 1, 1999 together with the following information with respect to each such employee: (i) job title, (ii) date of hire, (iii) base compensation, (iv) additional compensation (or the terms thereof, if determined pursuant to a scale or formula), if any, (v) accrued vacation time from through the date hereof, if any, and (vi) to the Seller's knowledge, any other liability that Seller may have to any of such employees. To Seller's knowledge, Seller has no liability to any employee whose employment with the Seller was terminated.
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Employees; Collective Bargaining Agreements. Schedule 3.11 to -------------------------------------------- ------------- this Agreement contains a true and complete list of the employees of Davis Lay as of the Closing Date. To the best of the Company's knowledge, the Company has paid in full to all employees of Davis Lay all wages, salaries, commissions, bonuses and other direct compensation for all services performed by them, except for such accrued and unpaid amounts, including accrued sick pay and vacation pay as listed on Schedule 3.5 hereto. To the best of the Company's knowledge, the ------------ Company is in compliance with all laws and regulations respecting employment and employment practices, terms and conditions of employment, wages and hours, employee benefit plans and taxes (including withholding taxes) relating to employment or to personal services provided to Davis Lay. To the best of the Company's knowledge, no employee of Davis Lay is in material violation of any employment agreement, consulting agreement, proprietary information nondisclosure agreement or any other contract or agreement with Davis Lay. To the best of the Company's knowledge, there are no agreements, commitments or other obligations of the Company, whether oral or written, which would prevent or obstruct the dismissal of any of the Business's employees. With respect to Davis Lay, the Company has no collective bargaining agreements nor any obligations with respect to former collective bargaining agreements. To the best of the Company's knowledge, the Business has no agents, independent contractors or consultants to which the above-described obligations would apply. 3.12
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Employees; Collective Bargaining Agreements. Except as set forth in Schedule 5.21, (i) none of Borrowers’ employees are represented by any union or covered by any collective bargaining agreements, (ii) there have not been any labor disputes, any work stoppages, pickets or work slow-downs due to labor disagreements in the past five years, (iii) there are and have been no violations of any local, state, or federal laws respecting the employment of any employees, including the National Labor Relations Act, the Fair Labor Standards Act, the Americans with Disabilities Act, wage-payment laws, laws prohibiting employment discrimination, and laws addressing workplace safety and health, (iv) there is and has been no unfair labor practice, charge or complaint pending or threatened before the National Labor Relations Board, (v) there is no labor strike, dispute, grievance, request for representation, slowdown or stoppage actually pending or, to the knowledge of Borrowers threatened, (vi) all employment-related books and records have been prepared in the ordinary course of business, and (vii) Borrowers are in compliance with all contracts of or respecting employment.
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Employees; Collective Bargaining Agreements. No collective bargaining agreement presently covers any employees of Seller, nor is any such agreement currently being negotiated by Seller and, to the best knowledge, information and belief of Seller, no attempt to organize any group or all of the employees of Seller has been made or proposed; Seller is in compliance in all respects with all state and federal laws relating to employment and employment practices, terms and conditions of employment and wages and hours, and Seller has not engaged in any unfair labor practices; to the best of Seller's knowledge, no executive, key employee or group of employees has indicated any intention or desire to decline employment with Buyer, if offered. Section 2.18 of the Seller Disclosure Schedule lists all of Seller’s employees as well as current salary and benefit information (including such information for those employees on leave).
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Employees; Collective Bargaining Agreements. (a) Vendor has delivered to Purchaser a complete and accurate list ("Employee List") of the names of all individuals who are employees of Vendor as of September 30, 2000 specifying: the length of service, age, title, rate of salary and commission or bonus structure, and accrued vacation for each such employee. The Employee List also provides a list of former employees and/or their families who are still entitled to any benefits by Vendor. The Employee List shall be updated and delivered to Purchaser at least two days prior to the Closing. All accruals for unpaid vacation pay, premiums for employment insurance, health premiums, Canada Pension Plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of Vendor. No employee of Vendor has a written employment contract.
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Related to Employees; Collective Bargaining Agreements

  • Collective Bargaining Agreements The Company is not a party to any collective bargaining agreements with any unions, guilds, shop committees or other collective bargaining groups.

  • Collective Bargaining Agreement 9 Company................................................................. 9 Competitor.............................................................. 9 Component............................................................... 9

  • Collective Bargaining There are no labor contracts, collective bargaining agreements, letters of undertakings or other arrangements, formal or informal, between any Acquired Corporation Company and any union or labor organization covering any Acquired Corporation Company’s employees and none of said employees are represented by any union or labor organization.

  • Leased Employees If a Leased Employee is a Participant in the Plan and also participates in a plan maintained by the leasing organization: (Choose (a) or (b))

  • Business Employees Immediately after the date of this Agreement, Buyer shall offer employment to each Business Employee set forth on Schedule 6.6(a). Buyer shall reimburse Seller for severance obligations (if any) arising as a result of the rejection of Buyer’s offer of employment by any Business Employee. Buyer shall cause each offer of employment to a Business Employee pursuant to this Section 6.6(a) to provide for (i) an annual salary or hourly wage rate (as applicable), (ii) annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related to the transactions contemplated by this Agreement), and (iii) employee benefit plans, programs and arrangements (collectively “Employment Terms”) that are substantially comparable, in the aggregate, to those provided to Buyer’s employees in similar positions. In addition, Buyer may offer employment to the Business Employees set forth on Schedule 6.6(b), on terms to be mutually agreed upon, at the Buyer’s sole discretion. Buyer shall reimburse Seller for severance obligations (as set forth on Schedule 6.6(c)), actually paid by Sellers or Parent, arising as a result of the rejection of Buyer’s offer of employment by any Business Employee or arising as a result of Buyer’s failure to offer employment to any Business Employee if such Business Employee is terminated by Seller within thirty (30) days of the Closing Date. Any Business Employee who accepts Buyer’s offer of employment pursuant to this Agreement shall be a “Transferred Employee.” Nothing herein shall restrict the right of Buyer or a Subsidiary of Buyer to terminate the employment of any Transferred Employee after the Closing Date. Any reimbursement of severance obligations by Buyer to Seller, as set forth above, shall occur within ten (10) days of a reimbursement request from Seller.

  • Employee Benefit Plans; Employment Agreements Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA), or any material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "COMPANY EMPLOYEE PLANS") which could result in any liability of the Company or any of its Subsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated hereby.

  • Company Employee Plans (a) Part 3.19(a) of the Disclosure Schedule sets forth a complete and accurate list of each material Company Employee Plan. For purposes of this Agreement, “

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

  • Employees; Benefit Plans (a) Following the Closing Date, BHB may choose to maintain any or all of the LSBG Benefit Plans in its sole discretion. Effective no later than the day immediately preceding the Closing Date, LSBG shall terminate any LSBG Benefit Plans for which participant consent is not required and that BHB has requested to be terminated by providing written notice to LSBG at least fifteen (15) days prior to the Closing Date. No later than the day immediately preceding the Closing Date, LSBG shall provide BHB with evidence that such LSBG Benefit Plans have been terminated. However, for any LSBG Benefit Plan terminated for which there is a comparable BHB Benefit Plan of general applicability (other than the defined benefit pension plan or any nonqualified deferred compensation plans or arrangements maintained by BHB), BHB shall take all reasonable action so that employees of LSBG shall be entitled to participate in such BHB Benefit Plan to the same extent as similarly-situated employees of BHB (it being understood that inclusion of the employees of LSBG in the BHB Benefit Plans may occur at different times with respect to different plans). BHB shall cause each BHB Benefit Plan in which employees of LSBG are eligible to participate to take into account for purposes of eligibility and vesting under the BHB Benefit Plans (but not for purposes of benefit accrual) the service of such employees with LSBG and its Subsidiaries to the same extent as such service was credited for such purpose by LSBG (other than for the defined benefit pension plan or any nonqualified deferred compensation plans or arrangements maintained by BHB); provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BHB to amend or terminate any of the LSBG Benefit Plans or BHB Benefit Plans in accordance with their terms at any time; provided, however, that BHB shall continue to maintain the LSBG Benefit Plans (other than stock-based or incentive plans and the defined benefit pension plan and any nonqualified deferred compensation plans or arrangements) for which there is a comparable BHB Benefit Plan until the LSBG Employees are permitted to participate in the BHB Benefit Plans, unless such BHB Benefit Plan has been frozen or terminated with respect to similarly-situated employees of BHB or any Subsidiary of BHB.

  • Plans and Benefit Arrangements The Borrower shall, and shall cause each other member of the ERISA Group to, comply with ERISA, the Internal Revenue Code and other applicable Laws applicable to Plans and Benefit Arrangements except where such failure, alone or in conjunction with any other failure, would not result in a Material Adverse Change. Without limiting the generality of the foregoing, the Borrower shall cause all of its Plans and all Plans maintained by any member of the ERISA Group to be funded in accordance with the minimum funding requirements of ERISA and shall make, and cause each member of the ERISA Group to make, in a timely manner, all contributions due to Plans, Benefit Arrangements and Multiemployer Plans.

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