Employees; Employee Benefit Plans; ERISA. 3.21.1 All material obligations of Tehama or its Subsidiaries for payment to trusts or other funds or to any Governmental Entity or to any individual, director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to unemployment compensation benefits, profit-sharing, pension or retirement benefits or social security benefits, whether arising by operation of law, by contract or by past custom, have been properly accrued for the periods covered thereby on the Tehama Financial Statements and paid when due. All material obligations of Tehama or its Subsidiaries, whether arising by operation of law, by contract or by past custom for vacation or holiday pay, bonuses and other forms of compensation which are payable to their respective directors, officers, employees or agents have been properly accrued on the Tehama Financial Statements for the periods covered thereby and paid when due. Except as set forth on Schedule 3.21.1, there are no unfair labor practice complaints, strikes, slowdowns, stoppages or other controversies pending or, to the Knowledge of Tehama, attempts to unionize or controversies threatened between Tehama or any Subsidiary or Affiliate and or relating to, any of their employees that are likely to have a Material Adverse Effect on Tehama and its Subsidiaries, taken as a whole. None of Tehama or any Subsidiary is a party to any collective bargaining agreement with respect to any of their employees and, except as set forth on Schedule 3.21.1, none of Tehama or any Subsidiary is a party to a written employment contract with any of their respective employees and there are no understandings with respect to the employment of any officer or employee of Tehama or any Subsidiary which are not terminable by Tehama or such Subsidiary without liability on not more than thirty (30) days' notice. Except as disclosed in the Tehama Financial Statements for the periods covered thereby, all material sums due for employee compensation have been paid and all employer contributions for employee benefits, including deferred compensation obligations, and all material benefit obligations under any Employee Plan (as defined in Section 3.21.3 hereof) or any Benefit Arrangement (as defined in Section 3.21.4 hereof) have been duly and adequately paid or provided for in accordance with plan documents. Except as set forth on Schedule 3.21.1, no director, officer or employee of Tehama or any Subsidiary is entitled to receive any ...
Employees; Employee Benefit Plans; ERISA. (a) Except as set forth on Schedule 3.15(a), there is no (i) collective bargaining agreement or any other agreement with any labor organization to which B2B is a party applicable to the employees of B2B; (ii) unfair labor practice complaint or charge pending or, to B2B's knowledge, threatened against B2B before the National Labor Relations Board or any other federal, state, local or foreign agency; (iii) pending or, to B2B's knowledge, threatened strike, slowdown, work stoppage, lockout or other collective labor action by or with respect to any employees of B2B; (iv) grievance, unfair dismissal or arbitration proceeding pending against B2B; (v) pending or, to B2B's knowledge, threatened complaint, charge, lawsuit or other proceeding against B2B by employees of B2B alleging discrimination, (vi) pending or, to B2B's knowledge, threatened representation question or union organizing activities with respect to any employees of B2B; (vii) pending or, to B2B's knowledge, threatened notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws, including, but not limited to, occupational safety and health, to conduct an investigation and no such investigation is in progress with respect to any employees of B2B; (viii) complaint, charge, lawsuit or other proceeding pending or, to B2B's knowledge, threatened in any forum by or on behalf of any present or former employee of B2B, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct concerning the employment relationship; and (ix) material written personnel policy, rule or procedure applicable to employees of B2B, other than those set forth on Schedule 3.15(a). B2B is, and since December 1, 1999 has been, in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work, and occupational safety and health.
Employees; Employee Benefit Plans; ERISA. (a) Section 2.12(a) of the Company Disclosure Schedule lists each Company Plan in the United States, each material Company Plan outside the United States and each material Seller Plan, in each case, other than the individual employment agreements for any employee, officer or director of the Company or its Subsidiaries employed outside the United States (“Non-U.S. Employment Agreements”).
Employees; Employee Benefit Plans; ERISA. (a) Seller has delivered to ---------------------------------------- CompuCom a complete and accurate list as of March 1999 of each Employee and such Employee's (i) hire date, (ii) title or position, (iii) current wage or salary rate, and (iv) accrued vacation pay and rate of accrual thereof. Schedule 3.16 ------------- contains a complete and accurate list of each bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement or arrangement, and each other employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to by Seller or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with Seller would be deemed a --------------- "single employer" within the meaning of section 4001(a)(15) of ERISA, for the benefit of any Employee or former employee of the Business (the "Plans"). None ----- of the Plans is subject to Title IV of ERISA.
Employees; Employee Benefit Plans; ERISA. 4.19.1 All of XXXXXXX BANK's obligations for payment to trusts or other funds or to any Governmental Entity or to any individual, director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to unemployment compensation benefits, profit-sharing, pension or retirement benefits, social security benefits, medical, dental, life, disability and other insurance or welfare benefits, whether arising by operation of law, by contract or by past custom, including, but not limited to obligations under any Employee Plan or any Benefit Arrangement have been properly accrued for the periods covered thereby on the Financial Statements and paid when due. All of XXXXXXX BANK's obligations, whether arising by operation of law, by contract or by past custom for vacation or holiday pay (which vacation or holiday pay is or may become payable in lieu of time off or carried over to future periods), bonuses and other forms of compensation which are payable to XXXXXXX BANK's directors, officers, employees or agents have been properly accrued on the Financial Statements for the periods covered thereby and paid when due. Except as set forth in Schedule 4.19 of the Xxxxxxx International Disclosure Schedule, there are no unfair labor practice complaints, strikes, slowdowns, stoppages, attempts to unionize or other controversies pending or, to XXXXXXX INTERNATIONAL's and XXXXXXX BANK's Knowledge, threatened against XXXXXXX BANK that are likely to have a Material Adverse Effect on XXXXXXX BANK. XXXXXXX BANK is not a party to any collective bargaining agreement with respect to any of its employees and, except as set forth in Schedule 4.19 of the Xxxxxxx International Disclosure Schedule, XXXXXXX BANK is not a party to a written employment contract with any of its employees and there are no understandings with respect to the employment of any officer or employee of XXXXXXX BANK which is not terminable by XXXXXXX BANK without liability on not more than thirty (30) days' notice. Except as disclosed in the Financial Statements for the periods covered thereby, all sums due for employee compensation have been paid and all employer contributions for employee benefits, including deferred compensation obligations, and any benefits under any Employee Plan (as defined in Section 4.19.3 hereof) or any Benefit Arrangement (as defined in Section 4.19.4 hereof) have been duly and adequately paid or provided for in accordance with plan documents. Other than a...
Employees; Employee Benefit Plans; ERISA. (a) Section 2.17(a) of the Company Disclosure Schedule sets forth a complete and accurate list of each Company Plan and each material Seller Plan.
Employees; Employee Benefit Plans; ERISA. 51 Section 3.16 Company Tax Representations 53 _____________________________________________________________________________________________ 003298-0001-13479-Active.26523202.27 _____________________________________________________________________________________________ Section 3.17 Intellectual Property 55 Section 3.18 Real Estate 55 Section 3.19 Contracts with Affiliates 56 Section 3.20 No Broker 56 Section 3.21 Disclaimer Regarding Projections 56 Section 3.22 Investigation; No Additional Representations 57
Employees; Employee Benefit Plans; ERISA. (a) Section 3.15(a) of the Company Disclosure Schedule lists all material Plans and identifies each such Plan that is an Assumed Plan. The Company has made available to Buyer complete and correct copies of, to the extent applicable, (i) with respect to each material Plan, the Plan document (and in the case of any such material Plan that is unwritten, a description of such Plan), trust documents or other funding vehicles, the most recent summary plan description, and the most recent IRS determination letter and (ii) with respect to each Assumed Plan, the most recent annual report (Form 5500 series) and any material communication with any Governmental Authority relating to any Assumed Plan.
Employees; Employee Benefit Plans; ERISA. (a) Section 3.16(a) of the Company Disclosure Schedule lists all material Plans and identifies each such Plan that is an Assumed Plan. The Company has made available to PIL complete and correct copies of, to the extent applicable, with respect to each Assumed Plan, the plan document (or in the case of any such Assumed Plan that is unwritten, a description of such Assumed Plan and with respect to any Plan that is not an Assumed Plan, a summary thereof), any trust documents or other funding vehicles, the most recent summary plan description, the most recent IRS determination letter, the most recent annual report (Form 5500 series) and any material communication with any Governmental Authority relating to any such Assumed Plan.
Employees; Employee Benefit Plans; ERISA. (a) Company has delivered as Schedule 4.20(a) a complete list of: (i) all current employees of Company together with each employee’s tenure with Company, title or job classification, and the current annual rate of compensation anticipated to be paid to each such employee; and (ii) all employee plans and benefit arrangements, including all plans or practices providing for current compensation or accruals for active employees, including, but not limited to, all employee benefit plans, all pension, profit-sharing, retirement, bonus, stock option, incentive, deferred compensation, severance, long-term disability, medical, dental, health, hospitalization, life insurance or other insurance plans or related benefits. Except as indicated in Schedule 4.20(a), all current and former employees of Company have executed a non-disclosure agreement with the Company.
