Employees; Plans Clause Samples

Employees; Plans. The Company has no employees, and no employee benefits plans whether subject to ERISA or otherwise. The Company does not have any unpaid obligations to former employees whether for wages, salaries, benefits, expense reimbursement, or any other form of compensation or payment.
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Employees; Plans. Schedule 2.8(a) contains a true, complete and correct list of the employees employed by the Sellers in connection with the Business. The Sellers have delivered to the Purchaser information with respect to the rate of all current compensation payable by the Sellers to each such employee, including, without limitation, any bonus, contingent or deferred compensation. Except as set forth in Schedule 2.8(a), (i) there is no contractual or bargaining relationship with any labor organization or union, (ii) to the knowledge of Sellers, no employee (A) has any present intention to terminate their employment, or (B) is a party to any confidentiality, non-competition, proprietary rights or other such agreement between such employee and any other Person besides that Business that would be material to the performance of such employee’s employment duties or the ability of the Business to conduct its business; (iii) no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition, (iv) to the knowledge of Sellers, no union organizing or decertification efforts are underway or threatened and no such activities have occurred within the past five years, and no other question concerning representation exists, (v) there is no ▇▇▇▇▇▇▇’▇ compensation liability, experience or matter outside the ordinary course of business, (vi) there is no employment-related proceeding of any kind, pending or threatened in any forum, relating to an alleged violation or breach by either Sellers of any law or Contract; and (vii) no employee or agent of the Sellers or the Business has committed any act or omission giving rise to material liability for any violation or breach identified in subsection (vi) above.
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Employees; Plans. (a) Attached hereto as Section 3.7(a) of the Disclosure Schedule is a list of all salaried employees of the Company with an annual base salary in excess of $70,000, indicating the positions that such employees currently hold (the "Management Employees", and together with all other employees of the Company, the "Business Employees").
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Employees; Plans. (a) ▇▇▇▇▇▇ does not have, and has never had, any employees, independent contractors, or consultants. ▇▇▇▇▇▇ does not currently and has never maintained or contributed to any Plan or been a participating employer in any Plan. ▇▇▇▇▇▇ has no liability, contingent or otherwise, with respect to any Plan. (b) Woodhaven does not have, and has never had, any employees, independent contractors, or consultants. Woodhaven does not currently and has never maintained or contributed to any Plan or been a participating employer in any Plan. Woodhaven has no liability, contingent or otherwise, with respect to any Plan. (c) Terminals does not have, and has never had, any employees, independent contractors, or consultants. Terminals does not currently and has never maintained or contributed to any Plan or been a participating employer in any Plan. Terminals has no liability, contingent or otherwise, with respect to any Plan.
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Employees; Plans. 4.21.1 There are no Seller's Plans applicable to Employees other than those listed on Schedule 4.21. 4.21.2 Except as set forth on Schedule 4.21, Seller (with respect to the Business), and the Company do not have any liability or obligations to current Employees or retirees or their spouses to provide life or medical insurance benefits after retirement. 4.21.3 All social security contributions due by Seller, and the Company have been duly paid and provisions for TFR (i.e., severance indemnity) and other indemnities are fully and properly made and recorded in the Financial Statements and will be in the Final Closing Balance Sheet. Further, the TFR as reflected on the Final Closing Balance Sheet are, under the laws and regulations in force upon the date of this Agreement, sufficient to satisfy unpaid TFR entitlements related to the period of employment prior to the Closing Date to all employees of the Company. 4.21.4 All obligations of Seller and the Company, for unemployment compensation benefits, pension benefits, salaries, bonuses, sick leave, vacation and other forms of compensation payable to Employees in respect of the services rendered by any of them prior to the Closing Date have been or will be paid prior to Closing or adequate accruals therefor have been made in the Books and Records of the relevant entity, and the Financial Statements accurately reflect the accrual for such obligations for services through their respective dates.
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Employees; Plans. The Contributed Entities do not have and have never had, any employees, independent contractors, or consultants. The Contributed Entities do not currently and have never maintained or contributed to any Plan or been a participating employer in any Plan. Neither Contributed Entity has any liability, contingent or otherwise, with respect to any Plan. Permits Each of the Contributed Entities and, to the Knowledge of MPCI, each of the Joint Venture Companies possesses and is in material compliance with all material Permits required by law, necessary for the conduct of its business and the ownership and operation of its assets, except as would not, individually or in the aggregate, constitute a Material Adverse Effect.
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Employees; Plans. ▇▇▇▇▇▇ does not have, and has never had, any employees, independent contractors, or consultants. ▇▇▇▇▇▇ does not currently and has never maintained or contributed to any Plan or been a participating employer in any Plan. ▇▇▇▇▇▇ has no liability, contingent or otherwise, with respect to any Plan.
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Employees; Plans. 26 4.22. Business Conduct ..............................................26 4.23. Full Disclosure ...............................................27 4.24. No other Representations and Warranties .......................27
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Related to Employees; Plans

  • Employees; Benefit Plans (a) During the period commencing at the Effective Time and ending on the date which is FIVE (“5”) months from the Effective Time (or if earlier, the date of the employee's termination of employment with Parent and its Subsidiaries), Parent shall cause the Surviving Corporation and each of its Subsidiaries, as applicable, to provide the employees of the Company and its Subsidiaries who remain employed immediately after the Effective Time (collectively, the "Company Continuing Employees") with base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits that are, in the aggregate, no less favorable than the base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits provided by the Company and its Subsidiaries on the date of this Agreement. (b) With respect to any "employee benefit plan" as defined in Section 3(3) of ERISA maintained by Parent or any of its Subsidiaries, excluding both any retiree healthcare plans or programs maintained by Parent or any of its Subsidiaries and any equity compensation arrangements maintained by Parent or any of its Subsidiaries (collectively, "Parent Benefit Plans") in which any Company Continuing Employees will participate effective as of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Continuing Employees with the Company or any of its Subsidiaries, as the case may be as if such service were with Parent, for vesting and eligibility purposes (but not for (i) purposes of early retirement subsidies under any Parent Benefit Plan that is a defined benefit pension plan or (ii) benefit accrual purposes, except for vacation, if applicable) in any Parent Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Effective Time; (iii) Continuing Company shall honor all consulting or advisory agreement previously entered into, or employment pending equity awards stock options or warrants to purchase equity based upon performance. provided, that such service shall not be recognized to the extent that (A) such recognition would result in a duplication of benefits or (B) such service was not recognized under the corresponding Company Employee Plan. (c) This Section 5.07 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 5.07, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.07. Nothing contained herein, express or implied (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement or (ii) shall alter or limit the ability of the Surviving Corporation, Parent or any of their respective Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. The parties hereto acknowledge and agree that the terms set forth in this Section 5.07 shall not create any right in any Company Employee or any other Person to any continued employment with the Surviving Corporation, Parent or any of their respective Subsidiaries or compensation or benefits of any nature or kind whatsoever. (d) With respect to matters described in this Section 5.07, the Company will not send any written notices or other written communication materials to Company Employees without the prior written consent of Parent.

  • Employees; Benefits Employer agrees that any and all benefits that were provided to the Employee shall continue until _________________, 20____. In addition, the Employer shall assist the Employee in the transfer, change, or termination to any employment benefits, including, but not limited to, health insurance plans, dental insurance plans, vision insurance plans, life insurance plans, disability insurance, childcare benefits, wellness programs, retirement plans, government assistance programs, and/or any other program or benefit that was readily accessible and being used by the Employee.

  • Employees and Benefits (a) The employees of FCB who remain employed after the Effective Date (“Continuing Employees”) shall be given credit under each employee benefit plan, policy, program and arrangement maintained by IBERIABANK after the Closing for their service with FCB prior to the Closing for all purposes, including severance, vacation and sick leave, eligibility to participate, vesting, satisfying any waiting periods, evidence of insurability requirements, seniority or the application of any pre-existing condition limitations, other than benefit accrual under a defined benefit plan (as defined in Section 3(35) of ERISA); provided, however, that accrued vacation taken subsequent to the Effective Date may be subject to such limitations as IBKC or IBERIABANK may reasonably require. Any employee of PFSL or FCB who does not remain employed by FCB after the Effective Date or does not receive a severance payment in connection with the Merger shall receive a severance payment as if he or she were an employee of IBKC for the entire time he or she were an employee of PFSL or FCB. (b) In the event of any termination of any PFSL or FCB health plan, IBKC and IBERIABANK shall make available to Continuing Employees and their dependents, employer-provided health care coverage under health plans provided by IBKC or IBERIABANK. Unless a Continuing Employee affirmatively terminates coverage under a PFSL or FCB health plan prior to the time that such Continuing Employee becomes eligible to participate in the IBKC or IBERIABANK health plan, no coverage of any of the Continuing Employees or their dependents shall terminate under any of the PFSL or FCB health plans prior to the time such Continuing Employees and their dependents become eligible to participate in the health plans, programs and benefits common to all employees and their dependents of IBKC or IBERIABANK. In the event IBKC or IBERIABANK terminates any PFSL or FCB health plan or consolidates of any PFSL or FCB health plan with any IBKC or IBERIABANK health plan, individuals covered by the PFSL or FCB health plan shall be entitled to immediate coverage under the IBKC or IBERIABANK health plan in accordance with the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations issued thereunder, including limitations on pre-existing condition exclusions, nondiscrimination and special enrollment rights. All PFSL or FCB employees who cease participating in a PFSL or FCB health plan and become participants in a comparable IBKC or IBERIABANK health plan shall receive credit for any co-payment and deductibles paid under PFSL’s or FCB’s health plan, to the extent such credit would be provided under PFSL’s or FCB’s health plan, for purposes of satisfying any applicable deductible or out-of-pocket requirements under the IBKC or IBERIABANK health plan, upon substantiation, in a form reasonably satisfactory to IBKC or IBERIABANK, that such co-payment and/or deductible has been satisfied.

  • Employees and Compensation Schedule 3.11 contains a true and complete list as of the date of this Agreement of all employees of the Seller engaged in the Intermittent Testing Business (collectively, the "Employees") and a description of all compensation arrangements affecting them, including all written or oral employment agreements, all accrued vacation and other obligations that have accrued as of the date of this Agreement, such schedule to be updated prior to the Closing pursuant to Section 5.12. Except as set forth in Schedule 3.11, all Employees of the Seller are employed "at will" and may be terminated at any time with or without cause, without payment of additional compensation beyond accrued salary and vacation, and with no more than two weeks notice. There is no organized labor strike, dispute, slowdown or stoppage, collective bargaining or unfair labor practice claim, union representation question or arbitration or grievance proceeding, (collectively, "Labor Matters"), pending, or to the knowledge, of the Seller threatened, against or affecting the Seller. Schedule 3.11 lists each Labor Matter that involves a claim or potential claim against, or that enjoins or compels or seeks to enjoin or to compel any activity by the Seller with respect to the Intermittent Testing Business. The Seller is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination, occupational safety and health, and unfair labor practices. There is no unemployment discrimination or unfair labor practice charge or complaint against the Seller pending or, to the knowledge of the Seller, threatened before the National Labor Relations Board, Office of Federal Contract Compliance Programs, U.S. Equal Employment Opportunity Commission, or any comparable state, local or foreign agency. The Seller has not experienced any material work stoppage in the last 18 months. The Seller is not delinquent in payments to any of its Employees for any wages, salaries, commissions, bonuses or other compensation for any services performed by them or amounts required to be reimbursed to such Employees. Upon termination of the employment of any of the Employees of the Seller before or after the Closing Date, neither the Purchaser, or except as set forth in Schedule 3.11, the Seller, will be liable to such employees for severance pay. The Seller is not a party to or bound by any collective bargaining agreements.

  • Benefits Plans During the Employment Period, You will be eligible to participate in all benefit plans in effect for executives and employees of the Company, subject to the terms and conditions of such plans.