Employees; Employee Benefit Matters. (a) Concurrently with the execution of this Agreement, each of the individuals set forth on Schedule 5.15(a) shall have delivered to Parent an ---------------- executed Management Continuity Agreement in the form of Exhibit D attached --------- hereto.
(b) If required by Parent in writing delivered to Company not less than five (5) business days before Closing, Company shall, on or before the day immediately prior to the Closing Date, terminate the Company 401(k) Plan (the "Plan") and no further contributions shall be made to the Plan. Company shall provide to Parent (i) certified copies of resolutions adopted by the Board of Directors of Company authorizing the termination and (ii) an executed amendment to the Plan in form and substance reasonably satisfactory to Parent to conform the plan document for the Plan with all applicable requirements of the Code and regulations thereunder relating to the tax-qualified status of the Plan.
(c) To the extent permissible under the applicable provisions of the Code and ERISA and the terms of any employee benefit plans sponsored or maintained by Parent or its Subsidiaries, (i) for purposes of crediting periods of service for eligibility to participate and vesting, employees of Company and its Subsidiaries shall receive full credit for purposes of eligibility and vesting, and periods of service with Company and any Subsidiary before the Effective Time shall be treated as if such service had been with Parent and (ii) individuals who are employees of Company or any of its Subsidiaries at the Effective Time and who become employees of Parent or any Subsidiary thereof shall be eligible to participate in any employee benefit plan (within the meaning of ERISA Section 3(3)) (except for the Parent 401(k) Plan and Parent Stock Option Plans) maintained by Parent or any Subsidiary thereof on the same terms and conditions as apply generally to other employees of Parent or any of its Subsidiaries.
(d) Parent will or will cause the Surviving Corporation or Telebank to offer a position of at-will employment on Parent's customary employment terms (except to the extent Management Continuity Agreements in the form of Exhibit D are in effect) to each of Company's and its Subsidiaries' personnel as of the Effective Time at their existing employment location as of the Effective Time.
(e) Company agrees to use commercially reasonable efforts to cause each of its employees and officers to enter into proprietary information agreements, in sub...
Employees; Employee Benefit Matters. (a) To Trailblazer’s Knowledge, each officer of the Group Companies is currently deploying all of his or her time during normal business hours to the conduct of the business of the applicable Group Company, as the case may be. As of the date hereof, there are no Listed Employees, Employee Group or officer of any Group Company who are currently under notice of termination of employment and neither Trailblazer nor any Group Company have any Knowledge that any officer or Listed Employee or Employee Group of any Group Company is planning in the future to terminate his or her or their employment with such Group Company. To Trailblazer’s Knowledge, no current employee, officer, or director of any Group Company is a party to, or is otherwise bound by, any agreement or arrangement, including any employment, agency, independent contractor, confidentiality, non-competition or proprietary rights agreement or any other similar agreement or contract between such individual and any Person other than the Group Companies, that in any way adversely affects, or will adversely affect, in any material respect, the performance of his or her duties as an employee, officer or director of any Group Company or the ability of any Group Company to conduct its business as currently conducted.
(b) As of the last Business Day in Korea immediately preceding the date hereof, the Group Companies collectively have such number of employees, contractors and dispatched workers as set forth in Schedule 2.10(b) of the Disclosure Schedule. To Trailblazer’s Knowledge, no consultant, independent contractor, contractor’s employee, agents, “dispatched worker” (under the Dispatched Workers Protection Act) or other third party, or personnel assigned to the Group Companies by a third party, or any former employee has claimed to be currently employed by Group Companies, and there is no reasonable basis for any court or Government Entity to declare (i) any such Person’s service relationship with the Group Companies to be employment in nature or (ii) such Person to be obligated to employment by the Group Companies under relevant Laws.
(c) As of the last Business Day in Korea immediately preceding the date hereof, except as set forth on Section 2.10(c) of the Disclosure Schedule, there are no outstanding offers of employment with the Group Companies at the senior executive level or above, or otherwise that in the aggregate total more than fifty (50) new hires.
(d) No Group Company is a party to any contrac...
Employees; Employee Benefit Matters. Section 3.10(a) of the Seller Disclosure Schedule contains a complete, true and correct list of all the Business Employees and indicates for each such Business Employee, to the extent applicable and to the extent permissible under applicable Law, such Business Employee’s (to the extent applicable) name, title (including whether an employee, independent contractor or other service provider), and employee identification number. The Seller has made available, or will make available as soon as possible following the date hereof, but not less than 30 days prior to the Closing Date, to the Purchaser the following information with respect to each such Business Employee prior to the date hereof: (A) date of birth and years of employment/service, (B) employing or contracting legal entity, country, and location of employment or service, (C) rate of base salary, hourly wage rate, rate of commissions or retainer arrangement as in effect on the date of this Agreement, including any increases scheduled to take effect following the date of this Agreement, (D) annual incentive cash bonus for 2021 at target and maximum payouts, (E) the amount of annual cash bonus paid for 2019 and 2020 (or if not yet paid for 2020, the amount earned and to be paid), (F) immigration status (and, to the extent that the Business Employee requires a visa, work permit or employment pass or other legal or regulatory approval for his or her employment, type of visa, permit, pass, or approval and country of citizenship), (G) social security number, and (H) work email addresses (clauses (A) through (H), together, the “Additional Employee Data”). Section 3.10(a) of the Seller Disclosure Schedule is subject to change between the date hereof and the Closing Date and the Seller shall provide updated schedules that are mutually agreed by the Purchaser and the Seller, as well as updated Additional Employee Data to the extent necessary to reflect or relate to such changes. The Seller shall update Section 3.10(a) of the Seller Disclosure Schedule and the Additional Employee Data provided to reflect changes in the Business Employees no less frequently than every 30 days and again no later than the Closing Date, with each update to be mutually agreed in advance by the Purchaser and the Seller. The Seller represents and warrants to the Purchaser that each individual who is employed or retained by the Seller or any Subsidiary or Affiliate of the Seller primarily in connection with the Business is identified on...
Employees; Employee Benefit Matters. (a) Following the Closing Date, Purchaser shall maintain or cause to be maintained compensation opportunities, employee pension and welfare plans for the benefit of employees who are actively employed by the Company and its Subsidiaries as of the Closing Date (“Covered Employees”) which, in the aggregate, are generally substantially comparable to those compensation opportunities and other employee, pension and welfare benefits that are made available to similarly situated employees of Purchaser or its Subsidiaries as applicable, provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of Purchaser or its Subsidiaries; provided, further, that until such time as Purchaser shall cause Covered Employees to participate in the benefit plans that are made available to similarly situated employees of Purchaser or its Subsidiaries, the Covered Employees continued participation in the benefit plans of the Company and its Subsidiaries shall be deemed to satisfy the foregoing provisions of this sentence. Notwithstanding the foregoing, (i) each Covered Employee shall be eligible for severance benefits following the Closing Date solely under Purchaser’s severance plan and (ii) nothing herein shall obligate Purchaser or any of its Subsidiaries to continue the employment of any Covered Employee.
(b) For purposes of their participation in the employee benefit plans, arrangements and agreements of Purchaser (the “Purchaser Benefit Plans”), Purchaser shall credit each Covered Employee of Company and each of its Subsidiaries with full credit for all service credited under the Company Benefit Plans (including service with Company prior to the Closing Date and, where applicable, service with prior or predecessor employers to the extent credit is given for such service under the Company Benefit Plans) for purposes of eligibility to participate and receive benefits, for purposes of vesting and, except under defined benefit pension plans, for purposes of benefit accruals; provided that such recognition of service shall not operate to duplicate benefits with respect to Covered Employee and Covered Employees shall receive no credit for service under closed or frozen Purchaser Benefit Plans. With respect to Purchaser welfare benefit plans, Purchaser shall use commercially reasonable efforts to cause any such plan to waive any pre-existing condition exclusions and actively-at-work requirements thereunder with respect to the Covered ...
Employees; Employee Benefit Matters. 40 5.16 Director and Officer Indemnification................................ 41 5.17 Comfort Letters..................................................... 42 5.18 Stockholder Litigation.............................................. 42 5.19
Employees; Employee Benefit Matters. (a) Transferor Disclosure Schedule 3.16 contains a true, correct and complete list of the names of all employees involved in the XXXXX ENERGY PARTNERS, L.P. CONTRIBUTION AGREEMENT operation of the Pipeline and Terminal Assets as of the date of this Agreement, specifying each employee's job title and salary.
(b) Transferor Disclosure Schedule 3.16(b) lists each Employee Benefit Plan and material Benefit Arrangement maintained by any Transferor or any ERISA Affiliate of any Transferor immediately prior to the Closing with respect to any of the employees involved in the operation of the Pipeline and Terminal Assets and any Employee Benefit Plan maintained or contributed to by any Transferor or any ERISA Affiliate of any Transferor, that is subject to Title IV of ERISA.
(c) Transferors have delivered to Transferee true, correct and complete copies of all Employee Benefit Plans and material Benefit Arrangements listed in Transferor Disclosure Schedule 3.16(b).
(d) Transferors have made available for Transferee's inspection a list on a per employee basis and in reasonable detail of all current annual compensation expenditures for the employees involved in the operation of the Pipeline and Terminal Assets, including bonuses and similar amounts.
(e) Except as otherwise set forth in Transferor Disclosure Schedule 3.16(e):
(i) As to any Employee Benefit Plan listed in Transferor Disclosure Schedule 3.16(b) and subject to Title IV of ERISA, there has been no event or condition which presents the risk of plan termination, no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred, no reportable event within the meaning of Section 4043 of ERISA (for which the disclosure requirements of Regulation Section 4043.1 et seq., promulgated by the PBGC have not been waived) has occurred, no notice of intent to terminate the plan has been given under Section 4041 of ERISA and no proceeding has been instituted under Section 4042 of ERISA to terminate the plan, no liability to the PBGC has been incurred.
(ii) With respect to any Employee Benefit Plan, within the meaning of Section 3(3) of ERISA, which is not listed in Transferor Disclosure Schedule 3.16(b) but which has been sponsored, maintained or contributed to within six years prior to the Closing Date by any Transferor or any ERISA Affiliate of any Transferor, (A) no withdrawal liability, within the meaning of Section 4201 of ERISA, has bee...
Employees; Employee Benefit Matters. (a) Schedule 3.12 to this Agreement contains a true and complete list of all sales agents, consultants and employees of the Corporation (whether employed or engaged by written or oral agreement), their respective rates of compensation and any general or Material individual wage increase scheduled to take effect prior to Closing other than in the ordinary course of business. The Corporation has paid in full such employees, agents and consultants, or adequately reserved for, all wages, salaries, commissions, bonuses and other compensation for all services performed by them, except for such payments as are not yet due; and the Corporation is in compliance in all material respects with all laws and regulations respecting employment and employment practices, terms and conditions or employment, wages and hours, employee benefit plans and taxes (including withholding taxes) relating to employment.
(b) Schedule 3.12 sets forth a list of all Employee Benefit Plans, all Material Benefit Arrangements, all Multiemployer Plans, and all Retirement Plans. Except as set forth in Schedule 3.12, with respect to each of such Employee Benefit Plans, Benefit Arrangements and Retirement Plans, Seller has delivered or made available to Buyer, as and if applicable, copies of (i) the text or formal plan document, including amendments and the summary plan description, (ii) the most recent IRS determination letter relating to the qualification of Retirement Plans under Section 401 of the Code and the related trust's qualification under Section 501 of the Code, (iii) the trust agreements, insurance contracts or other documents that constitute all or a part of the funding vehicle, (iv) in the case of all Employee Benefit Plans, the most recent annual reports (IRS Form 5500s), including the schedules thereto, and (v) the most recent actuarial reports or other financial reports.
(c) Except as set forth in Schedule 3.12, (i) all Employee Benefit Plans comply in all Material respects with ERISA and the Code; (ii) the Corporation and its Affiliates have paid all contributions due under any of the Employee Benefit Plans and Multiemployer Plans to which they are required to contribute; and (iii) the Corporation and its Affiliates do not have minimum funding deficiencies or Multiemployer Plan withdrawa1 liabilities (including without limitation liabilities imposed by virtue of any other member of a controlled group having such liabilities imposed on it).
(d) Except as set forth in Schedule 3....
Employees; Employee Benefit Matters. The Company and its subsidiaries (i) have no employees, (ii) do not sponsor any employee benefit plans or arrangements and (iii) have no liability or responsibility with respect to any employee benefit plan or arrangement maintained by any other entity, but excluding, in the case of each of (i) through (iii), exceptions which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company or its subsidiaries.
Employees; Employee Benefit Matters. 51 6.6 Outstanding Restricted Stock and Option Awards..............................................55 6.7 Restructuring...............................................................................56 6.8
Employees; Employee Benefit Matters. (a) The Project Company does not employ and, during the Ownership Period, has never employed any employees.
(b) The Project Company does not have any Employee Benefit Plans and, during the Ownership Period, has never had any Employee Benefit Plans.
