Employment Agreements; Change in Control; and Employee Benefits. (a) Except as set forth on Schedule 3.15(a), there are no employment, consulting, severance pay, continuation pay, termination pay or indemnification agreements or other similar agreements of any nature whatsoever (collectively, "Employment Agreements") between Seller, on the one hand, and any current or former stockholder, officer, director, employee or Affiliate of Seller or any consultant or agent of Seller, on the other hand, that are currently in effect. Except as set forth on Schedule 3.15(a), there are no Employment Agreements or any other similar agreements to which Seller is a party under which the transactions contemplated by this Agreement (i) will require any payment by Seller, Buyer, or any consent or waiver from any stockholder, officer, director, employee or Affiliate of Seller, any of their respective Associates or any consultant or agent of Seller or Buyer or (ii) will result in any change in the nature of any rights of any stockholder, officer, director, employee or Affiliate of Seller, or any of their respective Associates or any consultant or agent of Seller under any such Employment Agreement or other similar agreement.
(b) Schedule 3.15(b) sets forth all Benefit Plans of Seller. Seller has made true and correct copies of all governing instruments and related agreements pertaining to such Benefit Plans available to Buyer, including, in the case of any Benefit Plan not set forth in writing, a written description thereof.
(c) Except as set forth on Schedule 3.15(c), neither Seller nor any of its ERISA Affiliates sponsors or, within the last five (5) years has sponsored, maintained, contributed to, or incurred an obligation to contribute to, any Employee Pension Benefit Plan.
(d) Neither Seller nor any of its ERISA Affiliates sponsors or has ever sponsored, maintained, contributed to, or incurred an obligation to contribute to any Multiemployer Plan or to a Multiple Employer Plan.
(e) No individual shall accrue or receive additional benefits, service or accelerated rights to payments of benefits under any Benefit Plan, including the right to receive any parachute payment, as defined in Section 280G of the Code, or become entitled to severance, termination allowance or similar payments as a direct result of the transactions contemplated by this Agreement.
(f) No Employee Benefit Plan has participated in, engaged in or been a party to any non-exempt Prohibited Transaction, and neither Seller nor any of its ERISA Affiliates has had asserted ...
Employment Agreements; Change in Control; and Employee Benefits. (a) SCHEDULE 3.16(a) sets forth all Benefit Plans. Seller has made true and correct copies of all governing instruments and related agreements pertaining to such Benefit Plans available to Buyer.
(b) Except as set forth on SCHEDULE 3.16(b) no individual shall accrue or receive additional benefits, service or accelerated rights to payments of benefits under any Benefit Plan, including the right to receive any parachute payment, as defined in Section 280G of the Code, or become entitled to severance, termination allowance or similar payments as a direct result of the transactions contemplated by this Agreement.
(c) No Employee Benefit Plan has participated in, engaged in or been a party to any non-exempt Prohibited Transaction, and neither Seller nor any ERISA Affiliates has pending or, to the Knowledge of Seller or the Stockholder, threatened against it any claim for taxes under Chapter 43 of Subtitle D of the Code and Sections 5000 of the Code, or for penalties under ERISA Section 502(c), (i) or (l), with respect to any Employee Benefit Plan nor, to the Knowledge of Seller or the Stockholder, is there a basis for any such claim. No officer, director or employee of Seller has committed a material breach of any responsibility or obligation imposed upon fiduciaries by Title I of ERISA with respect to any Employee Benefit Plan.
(d) There is no material claim pending or, to the Knowledge of Seller or the Stockholder, threatened involving any Benefit Plan by any Person against such plan or Seller or any ERISA Affiliate. There is no pending or, to the Knowledge of Seller or the Stockholder, threatened proceeding involving any Employee Benefit Plan before the IRS, the United States Department of Labor or any other Governmental Authority.
(e) Each Benefit Plan has been maintained in all material respects, by its terms and in operation, in accordance with ERISA and the Code including, but not limited to, all applicable reporting and disclosure requirements. Seller and each ERISA Affiliate have made full and timely payment of all amounts required to be contributed under the terms of each Benefit Plan and Applicable Law or required to be paid as expenses under such Benefit Plan, and Seller and each ERISA Affiliate shall continue to do so through the Closing.
(f) With respect to any Group Health Plans maintained by Seller or its ERISA Affiliates, Seller and its ERISA Affiliates have complied in all material respects with the provisions of Part 6 Subtitle B of Title I o...
Employment Agreements; Change in Control; and Employee Benefits. There are no employment, consulting, severance pay, continuation pay, termination pay, change of control or indemnification agreements or other similar agreements of any nature whatsoever (collectively, "Employment Agreements") between the Corporation, on the one hand, and any current or former stockholder, officer, director, employee or Affiliate of the Corporation or any of their respective Associates or any consultant or agent of the Corporation, on the other hand, that are currently in effect, except as set forth on Schedule 3.15 of the Disclosure Letter.
Employment Agreements; Change in Control; and Employee Benefits. (a) Schedule 4.15(a) sets forth a complete and accurate list of all “employee benefit plans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and all other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plans, programs, agreement, contracts, policies or arrangements (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of either Company or any other trade or business (whether or not incorporated) which would be treated as a single employer with either Company under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which either Company has any liability (together the “Employee Plans”). With respect to each Employee Plan (as applicable), the Companies have made available to the Buyer complete and accurate copies of (i) the most recent two years’ annual reports on Form 5500, including all schedules thereto; (ii) the most recent determination letter from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (iii) the plan documents and summary plan descriptions, or a written description of the terms of any Employee Plan that is not in writing; (iv) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (v) any written notices to or from the IRS or any office or representative of the Department of Labor or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. No Employee Plan is (i) a “defined benefit plan” (as defined in Section 414 of the Code), (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (iii) a “multiple employer plan” (as defined in Section 4063 or 4064 of ERISA) (in each case under clause (i), (ii) or (iii) whether or not subject to ERISA) or (iv) subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA.
(b) Except as set forth on Schedule 4.15(b), each Employee Plan has been maintained, operated and administered in compliance with...
Employment Agreements; Change in Control; and Employee Benefits. (a) Except as set forth on Schedule 5.11(a), there are no employment, consulting, agency, commission, bonus or incentive compensation, severance pay, continuation pay, termination pay or indemnification agreements or other similar agreements of any nature whatsoever included in Contracts that are included in the AMD Business Assets (collectively, “AMD Employment Agreements”) between AMD or any ERISA Affiliate of AMD, on the one hand, and any current or former officer, director, employee, consultant or agent of AMD or any ERISA Affiliate of AMD, on the other hand. Without limiting the generality of the foregoing, except as set forth on Schedule 5.11(a), there are no AMD Employment Agreements or any other similar agreements to which AMD or its Affiliates is a party under which the transactions contemplated by this Agreement will require (i) any payment by AMD or the Joint Venture, or (ii) any consent or waiver from any officer, director, employee, consultant or agent of AMD, any ERISA Affiliate of AMD or the Joint Venture.
(b) AMD has made true and correct copies of all governing instruments and related agreements pertaining to the AMD Business Benefit Plans available to Fujitsu.
Employment Agreements; Change in Control; and Employee Benefits. (a) Except as set forth on Schedule 6.11(a), there are no employment, consulting, agency, commission, bonus or incentive compensation, severance pay, continuation pay, termination pay or indemnification agreements or other similar agreements of any nature whatsoever included in Contracts that are included in the Fujitsu Business Assets (collectively, “Fujitsu Employment Agreements”) between Fujitsu or any ERISA Affiliate of Fujitsu, on the one hand, and any current or former officer, director, employee, consultant or agent of Fujitsu or any ERISA Affiliate of Fujitsu, on the other hand. Without limiting the generality of the foregoing, except as set forth on Schedule 6.11(a), there are no Fujitsu Employment Agreements or any other similar agreements to which Fujitsu or its Affiliates is a party under which the transactions contemplated by this Agreement will require (i) any payment by Fujitsu or the Joint Venture, or (ii) any consent or waiver from any officer, director, employee, consultant or agent of Fujitsu, any ERISA Affiliate of Fujitsu or the Joint Venture.
(b) Fujitsu has made true and correct copies of all governing instruments and related agreements pertaining to the Fujitsu Business Benefit Plans available to AMD.
Employment Agreements; Change in Control; and Employee Benefits. (a) Except as set forth on Schedule 3.17(a), there are no employment, consulting, severance pay, continuation pay, termination pay or indemnification agreements or other similar agreements of any nature whatsoever (collectively, "Employment Agreements" between or binding upon any Entertainment Company, on the one hand, and any current or former stockholder, officer, director, employee or Affiliate of any Entertainment Company or any of their respective Associates or any consultant or agent of any Entertainment Company, on the other hand, that are currently in effect other than any such Employment Agreement that does not
Employment Agreements; Change in Control; and Employee Benefits. There are no employment, consulting, severance pay, continuation pay, termination pay, change of control or indemnification agreements or other similar agreements of any nature whatsoever between the Acquiror, on the one hand, and any current or former stockholder, officer, director, employee or Affiliate of the Corporation or any of their respective Associates or any consultant or agent of the Corporation, on the other hand, that are currently in effect except for the consulting contract and the employment contract of the Chief Executive Officer and Chief Financial Officer respectively and the commitment to pay to the two independent directors $15,000 upon Closing.
Employment Agreements; Change in Control; and Employee Benefits. (a) SCHEDULE 4.15(a) sets forth a list of all written agreements providing for employment, consulting, severance pay, continuation pay, termination pay, director, officer or employee indemnification, nondisclosure, non-competition, or commission pay matters, or other similar agreements of any nature whatsoever, and a written summary of any oral agreements covering such matters (collectively, "EMPLOYMENT AGREEMENTS") between the Company, on the one hand, and any current or former shareholder, officer, director, employee or Affiliate of the Company or any consultant or agent of the Company, on the other hand, that are currently in effect. Except as set forth on SCHEDULE 4.15(a), there are no Employment Agreements or any other similar agreements to which the Company is a party under which the transactions contemplated by this Agreement (i) will require any payment by the Company, Parent or Acquisition Sub or any consent or waiver from any person, or (ii) will result in any change in the nature of any rights of any person under any such Employment Agreement or other similar
Employment Agreements; Change in Control; and Employee Benefits. Except as set forth on Schedule 5.10, there are no employment, consulting, agency, commission, bonus or incentive compensation, severance pay, continuation pay, termination pay or indemnification agreements or other similar agreements of any nature whatsoever included in Contracts that are included in the AMD Sold Assets (collectively, “AMD Employment Agreements”) between AMD or any ERISA Affiliate of AMD, on the one hand, and any current or former officer, director, employee, consultant or agent of AMD or any ERISA Affiliate of AMD, on the other hand. Without limiting the generality of the foregoing, except as set forth on Schedule 5.10, there are no AMD Employment Agreements or any other similar agreements to which AMD or its Affiliates is a party under which the transactions contemplated by this Agreement will require (i) any payment by AMD or the Joint Venture, or (ii) any consent or waiver from any officer, director, employee, consultant or agent of AMD, any ERISA Affiliate of AMD or the Joint Venture.
