Employment Agreements and Benefits. (a) Schedule 7.16 hereto is a true and complete list of all agreements or contracts relating to the compensation and other benefits of present and former employees, salesmen, individual consultants, individuals and other individual agents of such Seller relating to the Facility owned by it, including all collective bargaining agreements and all pension, retirement, bonus, stock option, profit sharing, health, disability, life insurance, hospitalization, education or other similar plans or arrangements (whether or not subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), true and complete copies of which, including any trust, insurance or other funding agreements (or true and complete descriptions of which, in the case of oral agreements) have been delivered to Purchaser, (b) such Seller has not contributed to or maintained any "multiemployer plan", as defined in Section 3(37) of ERISA, in respect of present or former employees at the Facility owned by it, and (c) except as set forth in Schedule 7.16 hereto, no such agreements require Purchaser to assume or make payments with respect to any employment, compensation, fringe benefit, pension, profit sharing or deferred compensation plan in respect of any employee or former employee or the dependent or beneficiary of any employee or former employee of such Seller although such Seller will have such liabilities in accordance with the terms of such arrangements to the extent such liabilities exist.
Employment Agreements and Benefits. Exhibit 3.13 attached hereto is a true and complete list of all agreements relating to the compensation and other benefits of persons who are currently Employees, salesmen, consultants and other agents of Seller relating to the use of the Assets, the Contracts or the U.S. Display Business under which Seller has any continuing liability, including, without limitation, collective bargaining agreements and pension, retirement, bonus, stock option, profit sharing, health, disability, life insurance, hospitalization, education or other similar plans or arrangements (whether or not subject to ERISA), true copies of which have been delivered by Seller to Buyer. None of the agreements listed on Exhibit 3.13 will be breached by Seller’s execution, delivery and performance of this Agreement. Except as contemplated in Section 8.6 hereof, no such agreements require Buyer to assume any employment, compensation, fringe benefit, pension, profit sharing or deferred compensation agreement or plan in respect of any employee of Seller. Neither Seller nor any ERISA Affiliate has (i) contributed to, been required to contribute to, or maintained a "multiemployer plan" (as defined in ERISA Section 3(37) or 4001(a)(3)) or (ii) had any complete or partial withdrawal from any multiemployer plan that could result, directly or indirectly, in any withdrawal liability under Subtitle E of Title IV of ERISA that would become, on or after the Closing Date, an obligation or liability of Buyer. The provisions of each Employee Benefit Plan and the administration of each such plan are in all material respects in compliance with applicable Law, and Seller has not received any written notice alleging to the contrary with respect to any such plan. Except as set forth on Exhibit 3.13 attached hereto, there is no action, claim or demand of any kind (other than routine claims for benefits) that has been brought or, to the Knowledge of Seller, is proposed or threatened, against any Employee Benefit Plan or the assets thereof, or against the fiduciary of any such plan. Except as contemplated in Section 8.6 hereof, neither Seller nor any ERISA Affiliate has incurred (nor has any event occurred that could result in Seller or any ERISA Affiliate incurring) any liability in connection with any existing or previously existing Employee Benefit Plan that could become, on or after the Closing Date, an obligation or liability of Buyer. For purposes of this Section, "ERISA Affiliate" means any Affiliate of Sel...
Employment Agreements and Benefits. 14 7.17 Insurance......................................................15 7.18 Compliance with the Law........................................15 7.19 Transactions with Affiliates...................................16 7.20 Obligations....................................................16 7.21
Employment Agreements and Benefits. Section 3.14.
Employment Agreements and Benefits. Parent agrees to cause the Company to retain the existing benefit plans of the Company or cause the Company to establish and provide benefit plans that contain benefit provisions that are substantially similar in the aggregate to those provided under the existing benefit plans. Parent agrees that all employment agreements with the Company shall continue following Closing and when new employment agreements and management incentives are negotiated with the executive team of Parent the individuals listed in Schedule 4.4.3 shall be included in such negotiation and shall be entitled to receive employment agreements and incentive benefits no less favourable to the employment agreements and incentive benefits of the executive management of Parent, giving consideration to title, job description, duties and performance targets.
Employment Agreements and Benefits. Schedule 1.16 is a true and complete list of all Employee Benefit Plans which are in effect with obligations to be performed relating to the compensation and other benefits of present and former employees, salesmen, consultants and other agents of the Sellers in connection with the Business, including collective bargaining agreements and pension, retirement, bonus, stock option, profit sharing, health, disability, life insurance, hospitalization, education or other similar plans or arrangements (whether or not subject to the Employee Retirement Income Security Act of 1974, as amended, and all regulations and rules promulgated thereunder ("ERISA")), true copies of which have been delivered to Buyer. None of the Employee Benefit Plans listed on Schedule 1.16, will be breached by the Sellers' execution, delivery and performance of this Agreement. Except as provided in Section 8.3(c) hereof, no Employee Benefit Plan requires Buyer to assume any employment, compensation, fringe benefit, pension, profit sharing or deferred compensation plan in respect of any employee of the Sellers. To the Knowledge of the Sellers, there are no union organizing campaigns pending or threatened at any of the facilities being transferred to Buyer hereunder. Schedule 1.16 lists the name and current compensation for all present employees of the Sellers in connection with the Business with annual compensation in excess of $60,000. To the Knowledge of the Sellers, no present employee of the Sellers in connection with the Business is a party to any contract or agreement that contains (a) a covenant limiting the freedom of any such employee to compete in any line of business or with any Person or in any geographic area or market, or (b) an obligation of confidentiality with respect to information of the Sellers in connection with the Business.
Employment Agreements and Benefits. Exhibit 1.13 is a true and complete list of all agreements relating to the compensation and other benefits of present and former employees, salesmen, consultants and other agents of Seller, including collective bargaining agreements and pension, retirement, bonus, stock option, profit sharing, health, disability, life insurance, hospitalization, education or other similar plans or arrangements (whether or not subject to the Employee Retirement Income Security Act of 1974 ("ERISA")), true copies of which have been delivered to Buyer. None of the agreements listed on Exhibit 1.13 will be breached by Seller's execution, delivery and performance of this Agreement. No such agreements require Buyer to assume any employment, compensation, fringe benefit, pension, profit sharing or deferred compensation plan in respect of any employee of Seller. To the Knowledge of Seller, there are no union organizing campaigns pending or threatened at any of Seller's facilities. Exhibit 1.13 lists the name and current compensation for all present employees of Seller with annual compensation in excess of $60,000, or with projected annual compensation greater than $60,000.
Employment Agreements and Benefits. 3.16(a) Independent Contractors 3.16(b) Employment Matters 3.16(c) Collective Bargaining Arrangements 3.17 Affiliated Transactions 3.23 Adverse Changes 4.3 Required Consents 8.8 Non-Competition EXHIBIT DESCRIPTION A Assignment and Assumption Agreement B Xxxx of Sale C Buyer's Closing Certificate D Principal Terms of Joint Marketing Agreement E Sellers' Closing Certificate F Printing Services Agreement G Services Agreement H Opinion of Sellers' and Parent's Counsel I Opinion of Buyer's Counsel ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, made as of February 20, 1999, by and among Xxxxxxxx Graphics, Inc., a North Carolina corporation, Xxxxxxxx of New York, Inc., a New York corporation (each a "Seller" and together "Sellers"), Cadmus Communications Corporation, a Virginia corporation and the parent entity of Sellers ("Parent") and X. X. Xxxxxxxxx & Sons Company, a Delaware corporation ("Buyer"), provides as follows: RECITALS
Employment Agreements and Benefits. 11 Section 3.14 Intangibles....................................... 11 Section 3.15 Fees and Expenses of Brokers and Others........... 12 Section 3.16 No Material Adverse Change........................ 12 Section 3.17 Environmental Conditions.......................... 12 Section 3.18 Lease............................................. 13 Section 3.19 Disclosure........................................ 13 Section 3.20 No Knowledge of Breach............................ 13
Employment Agreements and Benefits. Schedule 3.13 attached hereto is a true and complete list of all agreements relating to the employment, compensation and other benefits of Persons who are currently IDM Employees including, without limitation, collective bargaining agreements and pension, retirement, bonus, profit sharing, health, disability, life insurance, hospitalization, education or other similar plans or arrangements (whether or not subject to ERISA), true copies of which have been delivered by Seller to Buyer. None of the agreements listed on Schedule 3.13 will be breached by Seller's execution, delivery and performance of this Agreement. Except as set forth in Schedule 3.13, (a) no such agreements require Buyer to assume any employment, compensation, fringe benefit, pension, profit sharing or deferred compensation agreement or plan in respect of any IDM Employee; and (b) Seller does not and has not contributed to or maintained a "multiemployer plan" (as defined in ERISA Section 3(37)).
