Employees; Employee Plans. (a) No Compression Group Entity or Contributor Party currently has, or has within the past three years had, any employees.
(b) Schedule 3.12(b) contains a complete and accurate list of all Subject Employees as of the Execution Date. The Subject Employees represent the entirety of the individuals whose employment materially involves providing services principally related to the management or operation of the Compression Business.
(c) Other than the individuals set forth on Schedule 3.12(c), there are no individuals engaged as independent contractors who provide material services to any Compression Group Entity.
(d) None of the Subject Employees are employed pursuant to the terms of a collective bargaining agreement or other Contract with a labor union, and no Compression Group Entity has agreed to recognize any union or other collective bargaining representative with respect to any Subject Employee. No collective bargaining agreements are being negotiated by any of the Compression Group Entities or any Contributor Parties with respect to the Subject Employees, and no union or other collective bargaining representative, to the Knowledge of the Contributor Parties, is attempting to organize or has been certified as the bargaining representative of any Subject Employee. There has been no labor strike, work stoppage, slowdown, walkout, lockout or similar labor activity involving any Subject Employee during the past three years, nor is any such labor strike, work stoppage, slowdown, walkout, lockout or similar labor activity involving any Subject Employee now occurring or, to the Knowledge of the Contributor Parties, threatened.
(e) Except as would not reasonably be expected to result in material liability to the Compression Group Entities, with respect to the Subject Employees, each of the Compression Group Entities is and as at all times has been in compliance with all applicable labor and employment Laws, including, without limitation, all Laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to employment discrimination, non-retaliation, recordkeeping, employee leave, payment of wages, hours of work, overtime compensation, immigration, occupational health and safety, and wrongful discharge. As of the Closing Date, each Subject Employee and other individual whose employment has principally involved providing services with respect to the Compression Business will have been paid all wages, bonuses, and other compensation owed for all...
Employees; Employee Plans. (a) Except as disclosed on Schedule 3.12(a), none of the Partnership Entities currently has any employees and none of the Partnership Entities has ever had any employees.
(b) Except as disclosed on Schedule 3.12(b), the Partnership Entities and the Partnership ERISA Affiliates do not sponsor, maintain or contribute to or have an obligation (secondary, contingent or otherwise) to contribute to and, at no time during the past five (5) years, have sponsored, maintained or contributed to or had an obligation to contribute to, any Employee Plans (collectively, the “Partnership Plans”).
(c) Lehigh GP (i) currently has no employees, (ii) has never had any employees and (iii) has never been the co-employer of any employee of LGC or a LGC Subsidiary.
(d) Except as disclosed on Schedule 3.12(d), Lehigh GP does not have any Plan Liability with respect to any Employee Plans that are now, or that have during the past five (5) years been, sponsored, maintained, contributed to, or required to be sponsored, maintained, or contributed to, by any Person that, together with Lehigh GP, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code, and Lehigh GP does not sponsor, maintain or contribute to or have an obligation (secondary, contingent or otherwise) to contribute to and, at no time during the past five (5) years, has sponsored, maintained or contributed to or had an obligation to contribute to, any Employee Plans (collectively, the “Lehigh GP Plans” and together with the Partnership Plans, the “Plans”).
(e) With respect to any Plan, no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of LGC, threatened that could result in any material liability to GP Buyer, Lehigh GP or any Partnership Entity. Except as would not, individually or in the aggregate, reasonably be expected to have a GP Material Adverse Effect or a Partnership Material Adverse Effect, with respect to the Subject Employees, Lehigh GP and the Partnership are in compliance with all applicable Laws respecting employment, employment practices, and the terms and conditions of employment, including employee classification, workplace discrimination and harassment, occupational safety and health, workers’ compensation, immigration, employee leave issues, equal opportunity, plant closures and layoffs, severance and wages and hours, and are not engaged in any unfair labor practice.
(f) Except as disclosed on Schedule 3...
Employees; Employee Plans. The Company is not a party to or bound by any employment, consulting, or retainer agreement, or any profit-sharing, deferred compensation, bonus, savings, stock option, stock purchase, or incentive plan or agreement.
Employees; Employee Plans. (a) Section 5.14(a) of the Disclosure Schedule contains: (i) a list of all employees or commission salespersons of either Seller who are associated with the Business as of the date hereof, including their respective hire dates, current job titles, and current annual or hourly compensation and/or commission rate, (ii) a list of the fringe benefits provided to such employees or commission salespersons; (iii) a list of all such employees or commission salespersons who have given notice to the Sellers of their intention to terminate their employment or commission salesperson relationship with either Seller; and (iv) a list of any increase, effective after December 31, 2016, in the rate of compensation of such employees or the commission rate of such commission salespersons.Except as otherwise provided in this Agreement, the execution of and consummation of the transactions contemplated by this Agreement do not constitute a triggering event under any Employee Plan or other arrangement or agreement which shall or may result in any payment, acceleration, vesting or increase in benefits to any employee or former employee of either Seller associated with the Business, except that the vesting of the options held by those of Sellers’ employees being terminated in connection with the transactions contemplated by this Agreement shall be accelerated in full, and the Sellers’ PTO liability to such employees will become payable upon such termination (which PTO liability shall be borne at the sole cost and expense of Sellers).
(b) Neither Sellers nor any of their ERISA Affiliates maintains, participates in or contributes to, or has ever maintained, participated in or contributed to (i) an Employee Plan subject to Title IV of ERISA; (ii) a multiemployer plan within the meaning of Section 3(37) of ERISA; or (iii) an Employee Plan subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA. No Purchased Asset is subject to any lien under Section 430(k) of the Code or Sections 303(k) or 4068 of ERISA or arising out of any action filed under Section 4301(b) of ERISA.
Employees; Employee Plans. (a) Schedule 6.4(a)(1) sets forth a list as of the Execution Date showing employee names, positions and status for all employees of the Acquired Companies (the “Station Employees”).
(b) For at least one year following Closing, so long as a Station Employee is employed by Buyer, Buyer shall provide each Station Employee who does not have an employment agreement with the Acquired Companies employee benefits, compensation and severance that are substantially comparable in the aggregate to the employee benefits, compensation and severance provided to similarly situated employees of Buyer (excluding any pension benefit provided to employees of the Buyer and subsidiaries of Buyer), including providing credit for and honoring past accrued but unused time with respect to sick, holiday, personal or vacation leave (to the extent a liability therefor is included in Current Liabilities for purposes of determining the Net Working Capital Amount). To the extent permitted by Law and notwithstanding anything herein to the contrary, Buyer shall give Station Employees full credit for purposes of eligibility waiting periods and vesting under the employee benefit plans or arrangements or severance practices maintained by the Buyer or its Affiliates (excluding any pension plan or benefit) in which such Station Employees participate for such Station Employees’ service with the Acquired Companies to the same extent such service was credited to such Station Employees prior to Closing for similar purposes; provided, that such credit need not be recognized (x) to the extent that such recognition would result in any duplication of benefits for the same period of service or would require an amendment to any Buyer benefit plan or (y) under any defined benefit plan or other pension plan. In addition, Buyer shall, or shall cause the Acquired Companies to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Station Employees and their respective covered dependents under employee benefit plans maintained by Buyer to the extent the Station Employees and their respective covered dependents were participating in the applicable Employee Plan of Seller immediately prior to Closing and (ii) provide each Station Employee and his or her covered dependents with credit for any co-payments and deductibles paid under the applicable Employee Plans in satisfying any applicable deductible or out-...
Employees; Employee Plans. (a) Except as disclosed on Schedule 2.12(a), there does not now exist, nor do any circumstances exist that would or would reasonably be expected to result in, any Plan Liability with respect to any LGC Plan that would be (or would reasonably be expected to be) a liability of Lehigh GP or the Partnership Entities following the Closing. No LGC Plan is now or has ever been (i) maintained by more than one employer within the meaning of Section 413(c) of the Code, (ii) subject to Title IV of ERISA or to Sections 4063 or 4064 of ERISA, (iii) a “multiemployer plan,” within the meaning of Section 4001(a)(3) of ERISA, (iv) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA, (v) maintained outside the jurisdiction of the United States or (vi) providing health or other welfare benefits after an employee’s termination of employment, except as required by 29 U.S. Code Part 6 (COBRA). Each LGC Plan has been operated or maintained in compliance in all material respects with its terms and conditions and applicable Law.
(b) Schedule 2.12(b)(i) sets forth a list as of the date hereof of the job titles for all employees of LGC and its Affiliates who spend 75% or more of their business time providing services related to Lehigh GP or the Partnership Entities (the “Subject Employees”). On or prior to the date hereof, LGC has provided to CST and GP Buyer a list of the annual salaries or hourly wages for 2014 for all Subject Employees. As of the date hereof (i) none of the Subject Employees is covered by any collective bargaining agreements or other contract with a labor organization with respect to the Subject Employee’s employment with LGC or its Affiliates, (ii) to the Knowledge of LGC, none of Lehigh GP or any of the Partnership Entities has currently agreed to recognize any union or other collective bargaining representative with respect to any of the Subject Employees and (iii) since the Lehigh IPO through the date hereof, except as disclosed on Schedule 2.12(b)(ii), no union or other collective bargaining representative, to the Knowledge of LGC, has attempted to organize or been certified as the exclusive bargaining representative of any Subject Employee. There is no labor strike or work stoppage pending or, to the Knowledge of LGC, threatened by the Subject Employees. There is no pending or, to the Knowledge of LGC, threatened labor dispute or litigation relating to labor matters against LGC or its Affiliates by, or with respect to, the Subject...
Employees; Employee Plans. (a) With respect to each employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan"), as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), maintained or contributed to by the Company or any Company Subsidiary, or with respect to which the Company or any Company Subsidiary could incur any liability under section 4069, 4212(c) or 4204 of ERISA (collectively, the "Company Benefit Plans"), the Company will make available to Newco, promptly after the date hereof, a true and complete copy of (i) the most recent annual report (Form 5500) filed with the Internal Revenue Service (the "IRS"), (ii) such Company Benefit Plan, (iii) each trust agreement relating to such Company Benefit Plan, (iv) the most recent summary plan description for each Company Benefit Plan for which a summary plan description is required, (v) the most recent actuarial report or valuation relating to a Company Benefit Plan subject to Title IV of ERISA and (vi) the most recent determination letter, if any, issued by the IRS with respect to any Company Benefit Plan qualified under section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code").
(b) Except as set forth in Section 3.11(b) of the Company Disclosure Schedule, with respect to the Company Benefit Plans, no event has occurred and there exists no condition or set of circumstances in connection with or relating to the Company or any Company Benefit Plan, ERISA, the Code or any other applicable Law which could reasonably be expected to have a Company Material Adverse Effect.
(c) Neither the Company nor any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike or work stoppage against the Company or any Company Subsidiary pending or threatened in writing which may interfere with the respective business activities of the Company or any Company Subsidiary. None of the Company, any Company Subsidiary, or their respective representatives or employees, has committed any unfair labor practices in connection with the operation of the respective businesses of the Company or any Company Subsidiary, and, to the knowledge of the Company, there is no charge or com...
Employees; Employee Plans. (a) Schedule 5.9(a) sets forth a true, accurate and complete list of the employees of Seller who are currently employed primarily in relation to the Business. Except as noted on Schedule 5.9
(a) each such employee with access to any commercial information of the Business or the Intellectual Property has executed and delivered an enforceable agreement containing confidentiality and non-competition provisions in the forms attached as part of Schedule 5.9(a).
(b) There are no controversies, including without limitation, strikes, disputes, slowdowns or work stoppages, pending, or to the Seller's best knowledge, threatened which involve any employees employed in connection with the Business. Seller is in compliance with all Laws relating to the employment of labor, including without limitation any provision thereof relating to wages, hours, collective bargaining, employee health, safety and welfare, and the payment of social security and similar taxes. Seller is not a party to any collective bargaining or union contract in connection with the Business, and to the Seller's best knowledge, there exists no current union organizational effort or proceeding by or before any Governmental Authority with respect to any of Seller's employees in connection with the Business.
Employees; Employee Plans. 53 Section 7.13 Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Section 7.14 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Section 7.15 Breaches . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Section 7.16 SpinCo Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Section 7.17 [Intentionally Omitted] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Section 7.18 Approval of AIMCO Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Section 7.19 No Stock Purchase Intention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Section 7.20 Maintenance of IFG's Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Section 7.21 Intercompany/Consolidated Return Gain . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Section 7.22
Employees; Employee Plans. The liabilities and obligations with respect to any assumed Employee Plans, as set forth in the Employee Matters Agreement and certain liabilities for retention agreements as set forth in the Employee Matters Agreement; and
