Common use of Employees, ERISA and Other Compliance Clause in Contracts

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. 2.15.1 Demixx xxx no The Company is not a party or otherwise bound by 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, 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 The Company (i) has not been nor is 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) has no 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. 2.15.3 Section 2.15.3 to the Company Disclosure Letter identifies (ai) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), nor and (bii) any all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between Demixx xxx the Company and any employee of Demixxthe Company, xxt but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by Demixx xxxer the Company under which Demixx xx the Company or any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Demixx Xxxloyee Company Employee Plans"). For purposes of this Section 2.15, "ERISA Affiliate" shall mean any entity which is a member of (aA) a "controlled group of corporations," as defined in Section 414(b) of the Code, (bB) a group of entities under "common control," as defined in Section 414(c) of the Code, or (cC) 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 Demixxthe Company. Copies of all Company Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to DoveBid, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Company Employee Plan. All Company Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the "Company Pension Plans"), are identified as such in Section 2.15.3 to the Company Disclosure Letter. All contributions due from the Company with respect to any of the Company Employee Plans have been made as required under ERISA or have been accrued on the Financial Statements. Each Company Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Company Employee Plans.

Employees, ERISA and Other Compliance. 2.15.1 Demixx xxx no The Company is not a party or otherwise bound by 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, 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 The Company (i) has not been nor is 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) has no 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. 2.15.3 Section 2.15.3 to the Company Disclosure Letter identifies (ai) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), nor and (bii) any all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between Demixx xxx the Company and any employee of Demixxthe Company, xxt but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by Demixx xxxer the Company under which Demixx xx the Company or any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Demixx Xxxloyee Company Employee Plans"). For purposes of this Section 2.15, "ERISA Affiliate" shall mean any entity which is a member of (aA) a "controlled group of corporations," as defined in Section 414(b) of the Code, (bB) a group of entities under "common control," as defined in Section 414(c) of the Code, or (cC) 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.the Company. Copies of all Company Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been delivered to DoveBid, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any such Company Employee Plan. All Company Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the "Company Pension Plans"), are identified as such in Section 2.15.3