Employees, ERISA and Other Compliance. 2.15.1 The Companies do not have any employment contract or consulting agreement currently in effect that is not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, directors, employees and consultants of the Companies having access to proprietary information have executed and delivered to the Companies an agreement regarding the protection of such proprietary information and the assignment of inventions to the Companies; true and complete copies of the form of all such agreements have been delivered to the DoveBid Companies.
2.15.2 The Companies (i) have not ever been nor are now subject to a union organizing effort, (ii) are not subject to any collective bargaining agreement with respect to any of its employees, (iii) are not subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, or (iv) have no current labor disputes. The Companies have good labor relations, and have no knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a material adverse effect on such labor relations, and have no knowledge that any of their key employees intends to leave his or her employ.
2.15.3 Section 2.15 to the Companies Disclosure Letter identifies (i) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between the Companies and any employee of the Companies, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by the Companies under which the Companies or any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Companies Employee Plans"). For purposes of this Section 2.15, "ERISA Affiliate" shall mean any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under...
Employees, ERISA and Other Compliance. (a) To the knowledge of Endwave, Endwave and each of its Subsidiaries have always been and currently are in compliance in all material respects with all Applicable Law and Contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including employee compensation matters, and have correctly classified employees as exempt employees and nonexempt employees under the Fair Labor Standards Act and the California Labor Code. To the knowledge of Endwave, all employees of Endwave and each of its Subsidiaries are legally permitted to be employed by Endwave and such Subsidiary in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. To Endwave’s knowledge, all independent contractors providing services to Endwave and each of its Subsidiaries have been properly classified as independent contractors for purposes of federal and applicable state tax laws, laws applicable to employee benefits and other Applicable Law. Except as set forth on Section 3.16(a) of the Endwave Disclosure Schedule, Endwave and each of its Subsidiaries do not have any employment or consulting Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). To the knowledge of Endwave as of the Agreement Date, no employees or consultants of Endwave or any of its Subsidiaries have given notice to Endwave or such Subsidiary of an intention to terminate his or her employment or relationship with Endwave or such Subsidiary.
(b) To the knowledge of Endwave, Endwave and each of its Subsidiaries are not now, nor have ever been, subject to a union organizing effort. Endwave and each of its Subsidiaries are not subject to any collective bargaining agreement with respect to any of their employees, subject to any other Contract with any trade or labor union, employees’ association or similar organization, or subject to any current disputes with a labor organization. Endwave and each of its Subsidiaries have good labor relations, and Endwave has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby shall have a material adverse effect on such labor relations. As of the date of this Agreement, Endwave has no knowledge of any facts indicating that any Endwave emp...
Employees, ERISA and Other Compliance. (a) Schedule 3.17(a)-1 of the Company Disclosure Letter accurately lists all current employees of the Company as of the Agreement Date, and for each such employee, his or her: (i) job position, (ii) classification as full-time, part-time or seasonal, (iii) classification as exempt or non-exempt under applicable state, federal or foreign overtime regulations, (iv) accrued but unused vacation or paid- time off, (v) average hours of work per week, (vi) visa type (if any), (vii) commencement date of employment with the Company, (viii) work location, (ix) severance entitlements, if any, and (x) leave status (including anticipated return to work date). Each employee classified by the Company as exempt earns in excess of the minimum salary threshold for exemption and each non-exempt employee earns in excess of the applicable minimum wage. Schedule 3.17(a)-2 of the Company Disclosure Letter accurately lists all independent contractors of the Company as of the Agreement Date, and for each such independent contractor, his or her: (A) terms of compensation, (B) total 2018 compensation and expected 2019 compensation, (C) commencement date with the Company or any Affiliate of the Company, (D) service location; (E) description of services provided; (F) notice required to terminate the relationship, and (G) whether engaged directly or through a third party.
(b) The Company has correctly classified and paid employees as exempt employees and nonexempt employees under the Fair Labor Standards Act and other Laws. All employees of the Company are, and have been since their respective start of employment by the Company, legally permitted to be employed by the Company in the jurisdiction in which such employee is employed in their current job capacities for the maximum period permitted by Law. All independent contractors providing services to the Company have been properly classified and paid as independent contractors for purposes of federal and applicable state Tax Laws, Laws applicable to employee benefits and other Laws. The Company does not have any employment or consulting Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of Proprietary Information or assignment of inventions).
(c) The Company and each of its ERISA Affiliates: (i) are, and at all times have been, in compliance in all material respects with all Laws respecting employment, employment practices, terms and conditions...
Employees, ERISA and Other Compliance. (a) The Company and each Company Subsidiary is in compliance in all material respects with Applicable Law and Contracts relating to employment, discrimination in employment, terms and conditions of employment, compensation matters, worker classification (including the proper classification of employees as exempt employees and nonexempt employees under the Fair Labor Standards Act), wages, hours and occupational safety and health and employment practices, including the Immigration Reform and Control Act, and is not engaged in any material unfair labor practice. To the Company’s knowledge, the Company has withheld all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable for any material arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing. The Company has paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants. The Company is not liable for any material payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistently with past practice). To the knowledge of the Company and each of its Subsidiaries there are no material pending claims against the Company or any of its Subsidiaries under any workers compensation plan or policy or for long term disability. There are no material controversies pending or, to the knowledge of the Company, threatened, between the Company and any of its employees, which controversies have resulted in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Authority. A complete list of all current employees, officers and consultants of the Company and the Company Subsidiaries, stating only their current title and/or job description, and current compensation (base salary and bonuses) is set forth on Schedule 3.16(a) of the Company Disclosure Letter. To the knowledge of the Company, all employees of the Company or any of the Company Subsidiaries are legally permitted to be employed by the Company or such Company Subsidiary in the jurisdiction in which such employee is employed in their current job ...
Employees, ERISA and Other Compliance. 3.16.1 Company is in compliance in all material respects with all applicable laws, agreements and contracts relating to employment, employment practices, immigration, wages, hours, and terms and conditions of employment, including, but not limited to, employee compensation matters, and has made commercially reasonable efforts to correctly classify employees as exempt employees and non-exempt employees under the Fair Labor Standards Act. A list of all employees, officers and consultants of Company and their current title and/or job description and compensation is set forth on Schedule 3.16.1 to the Company Disclosure Letter. Company does not have any employment contracts or consulting agreements currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions).
3.16.2 Company (a) is not now, nor has ever been, subject to a union organizing effort, (b) is not subject to any collective bargaining agreement with respect to any of its employees, (c) is not subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization or (d) has any current labor disputes. Company has good labor relations, and has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby will have a material adverse effect on such labor relations, and has no knowledge that any of its key employees intends to leave their employ. All of the employees of Company are legally permitted to be employed by Company in the United States of America in their current job capacities.
3.16.3 Company has no pension plan, which constitutes, or has since the enactment of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") constituted, a "multiemployer plan" as defined in Section 3(37) of ERISA. No pension plan of Company is subject to Title IV of ERISA.
3.16.4 (a) Schedule 3.16.4 to the Company Disclosure Letter lists each employment, severance or other similar contract, arrangement or policy, each "employee benefit plan" as defined in Section 3(3) of ERISA and each plan or arrangement providing for insurance coverage (including any self- insured arrangements), workers' benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, b...
Employees, ERISA and Other Compliance. 2.15.1 Neither the Company nor any subsidiary of the Company has any employment contract or consulting agreement currently in effect that is not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions) without liability to the Company or such subsidiary. All officers, directors, employees and consultants of the Company having access to proprietary information have executed and delivered to the Company an agreement regarding the protection of such proprietary information and the assignment of inventions to the Company; true and complete copies of the form of all such agreements have been delivered to DoveBid.
2.15.2 Neither the Company nor any subsidiary of the Company (i) has ever been or is now subject to a union organizing effort, (ii) is subject to any collective bargaining agreement with respect to any of its employees, (iii) is subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, or (iv) has any current labor disputes. To the Knowledge of the Company or any Shareholder, there are no facts indicating that the consummation of the transactions contemplated hereby will have a Company Material Adverse Effect on such labor relations, and neither the Company nor any Shareholder has any Knowledge that any of the Company's key employees intends to leave its employ.
Employees, ERISA and Other Compliance. 2.15.1 Demixx xxx no employment contract or consulting agreement currently in effect that is not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, employees and consultants of Demixx xxxing access to proprietary information have executed and delivered to Demixx xx agreement regarding the protection of such proprietary information and the assignment of inventions to Demixx; xxpies of the form of all such agreements have been delivered to Worldtalk's counsel.
2.15.2 Demixx xxx no (a) "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), nor (b) any other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between Demixx xxx any employee of Demixx, xxt excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by Demixx xxxer which Demixx xx any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Demixx Xxxloyee Plans"). For purposes of this Section 2.15, "ERISA Affiliate" shall mean any entity which is a member of (a) a "controlled group of corporations," as defined in Section 414(b) of the Code, (b) a group of entities under "common control," as defined in Section 414(c) of the Code, or (c) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes Demixx.
Employees, ERISA and Other Compliance. (i) A list of all employees and officers of the Company and its Subsidiaries as of the Agreement Date and their then-current compensation and title and/or job description is set forth in Section 4.1(k) of the Company Disclosure Schedule. The Company and its Subsidiaries do not have any employment contracts currently in effect that by their terms, may not be terminated at will without severance or other payment obligations in excess of those disclosed in Section 4.1(k) of the Company Disclosure Schedule (other than oral agreements, or agreements with persons that are not employed in the United States if both (i) such agreement is not with an officer of the Company and (ii) the Company does not have knowledge of such agreement). To the Company's knowledge, the Company and its Subsidiaries do not utilize the services of a material number of persons who should be but are not properly classified as employees for the purposes of federal and applicable state tax laws, laws applicable to employee benefits and other applicable law.
(ii) Neither the Company nor any of its Subsidiaries:
(i) now is, nor has ever been, subject to a union organizing effort; (ii) is subject to any collective bargaining
Employees, ERISA and Other Compliance. 3.16.1 The Company is in compliance in all material respects with all applicable laws, agreements and contracts relating to employment, employment practices, wages, hours, and terms and conditions of employment, including, but not limited to, employee compensation matters. A list of all employees, officers and consultants of the Company and their current compensation is set forth on Schedule 3.16.1 to the Company Disclosure Letter. The Company does not have any employment contracts or consulting agreements currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions).
3.16.2 The Company (i) has never been and is not now subject to a union organizing effort, (ii) is not subject to any collective bargaining agreement with respect to any of its employees, (iii) is not subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization and (iv) does not have any current labor disputes. The Company has good labor relations, and has no knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a material adverse effect on such labor relations, and has no knowledge that any of its key employees intends to leave its employ.
3.16.3 The Company has no pension plan which constitutes, or has since the enactment of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") constituted, a "multiemployer plan" as defined in Section 3(37) of ERISA. No Company pension plans are subject to Title IV of ERISA.
Employees, ERISA and Other Compliance. 3.14.1 INTERLAN has complied with all applicable agreements, laws, rules and regulations relating to the employment of labor, including those related to wages, hours and payroll taxes. INTERLAN has withheld and remitted to the proper Governmental Authorities all amounts required by law or agreement to be withheld from wages or salaries of its employees and is not liable for any arrearage of wages or any Taxes or penalties for failure to comply with any of the foregoing. INTERLAN has had no labor troubles in the sense that within the last twelve (12) months there have been no strikes, work stoppages, slowdowns, threatened unfair labor practice charges or other material controversies pending or threatened by any of its employees; and INTERLAN has not entered into any collective bargaining agreement and no union represents, or in the past twelve (12) months has demanded or requested to represent or is currently attempting to represent, any of the employees of INTERLAN. Except as set forth on Schedule 3.11 of the INTERLAN Schedule of Exceptions, INTERLAN has not promulgated any policy or entered into any agreement relating to the payment of any medical insurance premium, retirement pay, severance pay, vacation pay or sick leave to any present or former employees of INTERLAN.
3.14.2 All employee profit-sharing, incentive, deferred compensation, welfare, pension, retirement, group insurance, bonus, severance and other employee benefit plan, arrangement or agreement (oral or written), regardless of whether any such plan, arrangement or agreement is an "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), maintained or previously maintained or contributed to or previously contributed to by INTERLAN for the benefit of current or former personnel ("Employee Plans"), by their terms and operation are in material compliance with all applicable laws (including, but not limited to, ERISA and the Code). There are no actions, suits or claims pending or threatened (other than routine noncontested claims for benefits) or, to INTERLAN's knowledge, no set of circumstances exist which may reasonably give rise to such a claim against any Employee Plan or administrator or fiduciary of any such Employee Plan.
3.14.3 To the knowledge of INTERLAN and the Principals and except for matters which would not have a Material Adverse Effect, no employee of INTERLAN is in violation of any
