Employees Matters. (a) Section 2.15(a) of the Company Disclosure Schedule includes a complete list of all Employee Benefit Plans. With respect to each Employee Benefit Plan, the Company has delivered or made available to Buyer a true, correct and complete copy of each writing constituting a part of such Employee Benefit Plan, including without limitation all plan documents, trust agreements, and insurance contracts and other funding vehicles. Except as specifically provided in the foregoing documents delivered or made available to Buyer, there are no amendments to any Employee Benefit Plan that have been adopted or approved nor has the Company undertaken to make any such amendments or to adopt or approve any new Employee Benefit Plan.
Employees Matters. (a) Parent shall ensure that the Continuing Employees shall receive the benefits set forth in Schedule 5.10(a) of the Company Disclosure Letter for the period of time described therein.
Employees Matters. (a) Buyer or one of its Affiliates shall offer employment (contingent on the Closing) to all of the employees listed on Schedule 8.3 who are either (i) actively employed as of the date hereof or (ii) absent from work on an authorized leave of absence as of the date hereof and have the right to return to employment following the expiration of such absence under applicable Requirements of Laws; provided, however, each such employee shall be offered employment by Buyer subject to Buyer’s usual and customary, lawful, hiring and employment screening practices, which may include background checks, drug testing, and similar pre-employment screening protocols. Each offer of employment shall provide for substantially comparable terms and conditions of employment, in the aggregate, with respect to position, duties, compensation and benefits, as were in effect for or applicable to such employee on the date immediately preceding the date of the offer of employment (as determined by Buyer in its sole discretion). Sellers shall use their reasonable best efforts to have all of Sellers’ employees to whom Buyer offers employment accept such offers. Such individuals who accept such offer of employment in accordance with its terms and actually begin performing services for Buyer (or one of its Affiliates) on the first Business Day after the Closing Date on which the employee is scheduled to perform work for Buyer (or one of its Affiliates) are hereinafter referred to as the “Transferring Employees.” To the extent permitted in the applicable employee benefit plans and related insurance contracts, for all Transferring Employees, Buyer shall cause any employee benefit plans that cover the Transferring Employees to recognize each Transferred Employee’s service prior to the Closing with Sellers and their Affiliates (including service with any other employer that was recognized by Sellers or their Affiliates) for purposes of terms of employment, eligibility, vesting and benefit accruals (but not for purposes of benefit accrual under a defined benefit pension plan) under such plans and programs, including vacation, sick or other paid leave, severance benefits and employer contribution rates under retirement plans. Notwithstanding anything set forth herein to the contrary, (i) nothing in this Agreement shall create any obligation on the part of the Buyer to continue the employment of any employee for any period following the Closing Date and (ii) nothing in this Agreement shall prec...
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Employees Matters. 7.7.1 All employees of the Company (including, but not limited to the Key Employees) shall be transferred to AqSub, subject to the transferred employees meeting the standard employment criteria of Equifax and its Affiliates (the "Transferred Employees"), and the Company and the Shareholders shall use their reasonable best efforts to assist Equifax in obtaining the employment of the Transferred Employees.
Employees Matters. (a) None of Seller, the Seller Subsidiaries nor any ERISA Affiliate is a party to any Contract regarding collective bargaining or other Contract with or to any labor union or association representing any employee engaged in the Business, nor does any labor union or collective bargaining agent represent any employee engaged in the Business. No Contract regarding collective bargaining has been requested by, or is under discussion between management of Seller, any Seller Subsidiary or any ERISA Affiliate (or any management group or association of which Seller, any Seller Subsidiary or any ERISA Affiliate is a member or otherwise a participant) and, any group of employees engaged in the Business or others, nor are there any representation proceedings or petitions seeking a representation proceeding presently pending against Seller, any Seller Subsidiary or any ERISA Affiliate with the National Labor Relations Board or any labor relations tribunal related to the Business, nor are there any other current activities, to the knowledge of Seller, to organize any employees engaged in the Business into a collective bargaining unit. There is no unfair labor practice charge or complaint pending or, to the knowledge of Seller, threatened that is related to the Business. During the past five years, there has not been any labor strike, material slow-down, material work stoppage, arbitration, material grievances or other material work-related dispute involving Seller, any Seller Subsidiary or any ERISA Affiliate with respect to the Business or otherwise related to the Business, and no such dispute (whether or not material) is now pending or, to the knowledge of Seller, threatened against Seller, any Seller Subsidiary or any ERISA Affiliate or the Business.
Employees Matters. No Acquired Company has, or has ever had, any employees, and no individual (including any individual considered by any Acquired Company to be an independent contractor or consultant) has made any claim that such individual is or was ever an employee of any Acquired Company. No Acquired Company maintains or has ever maintained, sponsored, administered or participated in, and does not and has not had any Liability for, any “employee benefit plan” (within the meaning of Section 3(3) of ERISA).
Employees Matters. (a) The Purchasers acknowledge that in the context of the Reorganization Steps, on or prior to the Completion Date:
Employees Matters. 28 Section 5.16 Non-Competition..................................................28 Section 5.17 Financial Statements.............................................29
Employees Matters. (a) Commencing on the date hereof and until the Closing Date, the Seller shall cooperate with the Purchaser in the efforts of the Purchaser to arrange for its employment of any of the Designated Employees. With respect to each Designated Employee with whom the Purchaser declines or fails to reach such an arrangement, the Seller shall not terminate the employment of, decrease the salary of, or otherwise materially impair the employment terms of, such Designated Employee during the term of the Services Agreement and, so long as such Designated Employee remains employed by the Seller, the Seller shall make such Designated Employee available during normal business hours for the performance of the Seller's obligations thereunder (provided that the Seller shall not be prohibited from terminating such Designated Employee at any time for cause).
