Common use of Employment and Benefit Matters Clause in Contracts

Employment and Benefit Matters. (a) Other than as disclosed in Schedule 4.17 of the Bxxxxx Disclosure Letter and except as required by Laws, neither Bxxxxx nor SLZ is a party to or bound by any oral or written contract or commitment providing for (i) severance, notice of termination or pay in lieu of notice of termination or termination, severance, retention or similar payments or (ii) cash or other compensation or benefits to any director, officer, employee, consultant or agent upon or as a result of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement. (b) Neither Bxxxxx nor SLZ has made any contract or agreements with, or commitment to, any labor union, employee association or other similar entity or made commitments to or conducted negotiations with any labor union or employee association or similar entity with respect to any future agreements. No trade union, employee association or other similar entity has any bargaining rights acquired by either certification or voluntary recognition with respect to the employees of Bxxxxx or SLZ. (c) There has been no and, to the knowledge of the Seller, Bxxxxx and SLZ, there is no threat of any (A) strike, lock-out, work stoppage, work slowdown or labor dispute in the past three years, or (B) material outstanding labor or employment proceedings or processes of any kind (including unfair labor practice complaints, grievances, arbitrations, worker’s compensation claims or applications for declaration of related or successor employer) in respect of any current or former employees of Bxxxxx or SLZ. (d) Schedule 4.17 of the Bxxxxx Disclosure Letter contains a complete and accurate list of all Benefit Plans. To the extent required, all of the Benefit Plans have been approved by the appropriate authorities. All obligations of Bxxxxx or SLZ required to be performed in connection with the Benefit Plans and funding media established therefor, including the making or payment of contributions or premiums, have been performed, and there are no outstanding defaults or violations by Bxxxxx or SLZ. There are no outstanding liabilities under any Tax Laws with respect to the Benefit Plans. Other than as disclosed in Schedule 4.17 of the Bxxxxx Disclosure Letter, no Benefit Plan provides benefits to retirees or to Employees after termination of employment or provides for retroactive charges or premium increases. There are no participants or other individuals entitled to participate in any Benefit Plan other than current or former employees, directors or officers of Bxxxxx or SLZ. (e) Schedule 4.17 of the Bxxxxx Disclosure Letter contains a complete and accurate list of (i) the name, position and 2014 and 2015 monthly gross rate of pay of all Employees, and (ii) all presently outstanding loans and advances (other than routine travel advances) made by Bxxxxx or SLZ to any Employee and the current status thereof. Bxxxxx and SLZ are in compliance in all material respects with all applicable Laws with respect to its Employees, including, salaries, wages, bonuses, dividends, profit distribution, pay increases, payment of sales commissions, and the corresponding payment of any labor charges and social security and other payments under any applicable Laws. As of the Closing Date, the Seller assumes all liability for any Employee compensation (e.g., salaries, wages, bonuses, dividends, profit distribution, pay increases, payment of sales commissions, and the corresponding payment of any labor charges and social security and other payments under any applicable Laws) that is owed in respect of any period of time prior to the Closing Date. (f) Neither Bxxxxx nor SLZ have any labor-related liability (whether absolute, accrued, contingent or otherwise) to former or retired employees (being only those no longer employed on the date hereof), including without limitation, liabilities for accrued bonuses, vacations and/or sales commissions, all of which have been paid prior to the date hereof. (g) Neither Bxxxxx nor SLZ is now subject to a determination under applicable Laws to the effect that any individuals currently directly or indirectly performing services to either Bxxxxx or SLZ, are entitled to benefits granted to employees under applicable Laws or should otherwise be treated as employees for tax purposes or otherwise. Neither Bxxxxx nor SLZ have any accrued liabilities with regard to its consultants or other service providers or outsourced contractors or subcontractors other than in the Ordinary Course.

Employment and Benefit Matters. (a) Other than as disclosed in Schedule 4.17 of the Bxxxxx Disclosure Letter and except as required by Laws, neither Bxxxxx nor SLZ The Company is not a party to or bound by any oral or written contract or commitment providing for (i) severance, notice of termination or pay in lieu of notice of termination or termination, severance, retention or similar payments or (ii) cash or other compensation or benefits to any director, officer, employee, consultant or agent upon or as a result of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement. (b) Neither Bxxxxx nor SLZ The Company has not made any contract or agreements with, or commitment to, any labor union, employee association or other similar entity or made commitments to or conducted negotiations with any labor labour union or employee association or similar entity with respect to any future agreements. No trade union, employee association or other similar entity has any bargaining rights acquired by either certification or voluntary recognition with respect to the any employees of Bxxxxx or SLZthe Company. (c) There has been no and, to the knowledge of the Seller, Bxxxxx Seller and SLZthe Company, there is no threat of any (A) strike, lock-out, work stoppage, work slowdown or labor dispute in the past three years, or (B) material outstanding labor or employment proceedings or processes of any kind (including unfair labor practice complaints, grievances, arbitrations, worker’s compensation claims or applications for declaration of related or successor employer) in respect of any current or former employees of Bxxxxx or SLZthe Company. (d) Schedule 4.17 of the Bxxxxx Disclosure Letter contains a complete and accurate list of all Benefit Plans. To the extent required, all of the Benefit Plans have been approved by the appropriate authorities. All obligations of Bxxxxx or SLZ required to be performed in connection with the Benefit Plans and funding media established therefor, including the making or payment of contributions or premiums, have been performed, and there are no outstanding defaults or violations by Bxxxxx or SLZ. There are no outstanding liabilities under any Tax Laws with respect to the Benefit Plans. Other than as disclosed in Schedule 4.17 of the Bxxxxx Disclosure Letter, no Benefit Plan provides benefits to retirees or to Employees after termination of employment or provides for retroactive charges or premium increases. There are no participants or other individuals entitled to participate in any Benefit Plan other than current or former employees, directors or officers of Bxxxxx or SLZ. (e) Schedule 4.17 of the Bxxxxx Company Disclosure Letter contains a complete and accurate list of (i) the name, position and 2014 and 2015 monthly gross rate of pay of all Employeesemployees of the Company, and (ii) all presently outstanding loans and advances (other than routine travel advances) made by Bxxxxx or SLZ the Company to any Employee employee of the Company and the current status thereof. Bxxxxx and SLZ are The Company is in compliance in all material respects with all applicable Laws with respect to its Employeesemployees, including, salaries, wages, bonuses, dividends, profit distribution, pay increases, payment of sales commissions, and the corresponding payment of any labor charges and social security and other payments under any applicable Laws. As of the Closing DateFurthermore, the Seller assumes all liability for any Employee compensation (e.g., salaries, wages, Company warrants that no bonuses, dividends, profit distribution, pay increases, payment of sales commissions, sharing or the like are currently owing or have vested and the corresponding payment of any labor charges and social security and other payments under any applicable Laws) that is owed remain unpaid in respect of any period employees of time prior to the Closing DateCompany. (f) Neither Bxxxxx nor SLZ have any The Company has no labor-related liability (whether absolute, accrued, contingent or otherwise) to former or retired employees (being only those no longer employed on the date hereof), including without limitation, liabilities for accrued bonuses, ongoing employee benefits, vacations and/or sales commissions, all of which have been paid prior to the date hereof. (g) Neither Bxxxxx nor SLZ The Company is now not subject to a any determination under applicable Laws to the effect that any individuals currently directly or indirectly performing services to either Bxxxxx or SLZ, the Company are entitled to benefits granted to employees under applicable Laws or should otherwise be treated as employees for tax purposes or otherwise. Neither Bxxxxx nor SLZ have any accrued liabilities with regard to its consultants or other service providers or outsourced contractors or subcontractors other than in the Ordinary Course.

Employment and Benefit Matters. (a) Other than as disclosed in Schedule 4.17 SCHEDULE 4.10(a) lists all of the Bxxxxx Disclosure Letter and except as required by Laws, neither Bxxxxx nor SLZ is a party following items which are applicable to or bound by any oral or written contract or commitment providing for the Company: (i) severanceemployment Contracts with any employee, notice of termination officer or pay in lieu of notice of termination or termination, severance, retention or similar payments or director; and (ii) cash Contracts or arrangements with any Person providing for bonuses, profit sharing payments, deferred compensation, stock options, stock purchase rights, retainer, consulting, incentive, severance pay or retirement benefits, payments triggered by a change in control, life, medical or other compensation insurance or any other employee benefits or any other payments, "fringe benefits" or perquisites which are not terminable at will without liability to any director, officer, employee, consultant the Company or agent upon which are subject to ERISA. The contracts or as a result of arrangements referred to in the execution of this Agreement or the consummation of the transactions contemplated by this Agreementforegoing clause (ii) are herein called "BENEFIT PLANS." (b) Neither Bxxxxx the Company, nor SLZ any of its ERISA Affiliates, has made any contract union contracts, collective bargaining, union or labor agreements with, or commitment to, any labor union, employee association or other similar entity or made commitments to or conducted negotiations Contract with any group of employees, labor union or employee association representative(s), nor has the Company or similar entity with respect any ERISA Affiliate ever participated in or contributed to any future agreementssingle employer defined benefit plan or multi-employer plan within the meaning of ERISA Section 3(37), nor is the Company currently engaged in any labor negotiations, excepting minor grievances, nor is the Company the subject of any union organization effort. The Company is in material compliance with applicable Legal Requirements respecting employment and employment practices and terms and conditions of employment, including without limitation health and safety and wages and hours. No trade union, employee association unfair labor practice complaint is pending against the Company before the National Labor Relations Board or other similar entity has any bargaining rights acquired by either certification Governmental Agency. There is no labor dispute, strike, slowdown or voluntary recognition with respect to work stoppage pending or threatened against the employees of Bxxxxx or SLZCompany. (c) There True and correct copies of each Benefit Plan listed in SCHEDULE 4.10(a) that is subject to ERISA (a "COMPANY ERISA PLAN") and related trust agreements, insurance contracts, and summary descriptions have been delivered or made available to CNO by the Company. The Company has been no and, also delivered or made available to the knowledge CNO a copy of the Sellertwo most recently filed IRS Forms 5500, Bxxxxx with attached financial statement and SLZaccountant's opinion, there is no threat if applicable, for each Company ERISA Plan. The Company has also delivered or made available to CNO a copy of, in the case of each Company ERISA Plan intended to qualify under Section 401(a) of the Code, the most recent Internal Revenue Service letter as to its qualification under Section 401(a) of the Code. Nothing has occurred prior to or since the issuance of such letters to cause the loss of qualification under the Code of any (A) strike, lock-out, work stoppage, work slowdown or labor dispute in the past three years, or (B) material outstanding labor or employment proceedings or processes of any kind (including unfair labor practice complaints, grievances, arbitrations, worker’s compensation claims or applications for declaration of related or successor employer) in respect of any current or former employees of Bxxxxx or SLZsuch plans. (d) Schedule 4.17 Except as disclosed in SCHEDULE 4.10(d), none of the Bxxxxx Disclosure Letter contains Company ERISA Plans has participated in, engaged in or been a complete and accurate list of all Benefit Plans. To party to any prohibited transaction as defined in ERISA or the extent requiredCode, all of the Benefit Plans have been approved by the appropriate authorities. All obligations of Bxxxxx or SLZ required to be performed in connection with the Benefit Plans and funding media established thereforand, including the making or payment of contributions or premiumsexcept for routine claims for covered benefits, have been performed, and there are no outstanding defaults material claims pending or violations by Bxxxxx or SLZovertly threatened, involving any Benefit Plan listed in SCHEDULE 4.10(a). There are have been no outstanding liabilities under material violations of any Tax Laws reporting or disclosure requirements with respect to the Benefit Plans. Other than as disclosed in Schedule 4.17 of the Bxxxxx Disclosure Letter, no Benefit Plan provides benefits to retirees or to Employees after termination of employment or provides for retroactive charges or premium increases. There are no participants or other individuals entitled to participate in any Benefit Plan other than current or former employees, directors or officers of Bxxxxx or SLZCompany ERISA Plan. (e) Schedule 4.17 Neither the Company nor any of the Bxxxxx Disclosure Letter contains a complete and accurate list of (i) the name, position and 2014 and 2015 monthly gross rate of pay of all Employees, and (ii) all presently outstanding loans and advances (other than routine travel advances) made by Bxxxxx or SLZ to its ERISA Affiliates has any Employee and the current status thereof. Bxxxxx and SLZ are in compliance in all material respects with all applicable Laws with respect to its Employees, including, salaries, wages, bonuses, dividends, profit distribution, pay increases, payment of sales commissions, and the corresponding payment of any labor charges and social security and other payments under any applicable Laws. As of the Closing Date, the Seller assumes all liability for any Employee compensation (e.g.excise tax imposed by Section 4971, salaries4972, wages4974, bonuses4975, dividends4976, profit distribution4977, pay increases4978, payment 4978B, 4979, 4979A, 4980 or 4980B of sales commissions, and the corresponding payment of any labor charges and social security and other payments under any applicable Laws) that is owed in respect of any period of time prior to the Closing DateCode. (f) Neither Bxxxxx nor SLZ have Except as disclosed in SCHEDULE 4.10(f), the Company and its ERISA Affiliates do not maintain any labor-related liability plans providing benefits within the meaning of Section 3(1) of ERISA (whether absolute, accrued, contingent or otherwiseother than group health plan continuation coverage under Section 601 of ERISA and 4980B(f) of the Code) to former employees or retired employees (being only those no longer employed on the date hereof), including without limitation, liabilities for accrued bonuses, vacations and/or sales commissions, all of which have been paid prior to the date hereofretirees. (g) Neither Bxxxxx nor SLZ is now subject to a determination under applicable Laws to the effect that any individuals currently directly or indirectly performing services to either Bxxxxx or SLZ, are entitled to benefits granted to employees under applicable Laws or should otherwise be treated as employees for tax purposes or otherwise. Neither Bxxxxx nor SLZ have any accrued liabilities with regard to its consultants or other service providers or outsourced contractors or subcontractors other than in the Ordinary Course.

Employment and Benefit Matters. (a) Other than as disclosed in Schedule 4.17 4.16 of the Bxxxxx HudBay Disclosure Letter and except as required those established by Laws, neither Bxxxxx nor SLZ CGN is not a party to or bound by any oral or written contract or commitment providing for (i) severance, notice of termination or pay in lieu of notice of termination or termination, severance, retention or similar payments or (ii) cash or other compensation or benefits to any director, officer, employee, consultant or agent upon or as a result of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement. (b) Neither Bxxxxx nor SLZ Other than as disclosed in Schedule 4.16 of the HudBay Disclosure Letter, CGN has not made any contract or agreements with, or commitment to, any labor labour union, employee association or other similar entity or made commitments to or conducted negotiations with any labor labour union or employee association or similar entity with respect to any future agreements. No trade union, employee association or other similar entity has any bargaining rights acquired by either certification or voluntary recognition with respect to the employees of Bxxxxx or SLZCGN. (c) There Other than as disclosed in Schedule 4.16 of the HudBay Disclosure Letter, there has been no and, to the knowledge of the Seller, Bxxxxx and SLZVendors, there is no threat of any (A) strike, lock-out, work stoppage, work slowdown slow down or labor labour dispute in the past three years, or (B) material outstanding labor labour or employment proceedings or processes of any kind (including unfair labor labour practice complaints, grievances, arbitrations, worker’s compensation claims arbitrations or applications for declaration of related or successor employer) in respect of any current or former the employees of Bxxxxx or SLZCGN. (d) Schedule 4.17 4.16 of the Bxxxxx HudBay Disclosure Letter contains a complete and accurate list of all Benefit Plans. To the extent required, all of the Benefit Plans have been approved by the appropriate authorities. All material obligations of Bxxxxx or SLZ CGN required to be performed in connection with the Benefit Plans and funding media established therefor, including the making or payment of contributions or premiums, have been performed, and there are no material outstanding defaults or violations by Bxxxxx or SLZCGN. There are no outstanding material liabilities under any Tax Laws with respect to the Benefit Plans. Other than as disclosed in Schedule 4.17 of the Bxxxxx Disclosure Letter, no No Benefit Plan provides benefits to retirees or to Employees after termination of employment or provides for retroactive charges or premium increases. There are no participants or other individuals entitled to participate in any Benefit Plan other than current or former employees, directors or officers of Bxxxxx or SLZCGN. (e) Schedule 4.17 4.16 of the Bxxxxx HudBay Disclosure Letter contains a complete and accurate list of (i) the name, position and 2014 and 2015 job title, current monthly gross rate of pay pay, bonuses and date and amount of last salary increase of all Employeesemployees of CGN, and all such employees have executed either a form of the model contract, made available to the Purchaser, or a specific contract, made available to the Purchaser, (ii) those employees that have executed the form of model contract and those employees that have executed a specific contract, and (iiiii) all presently outstanding loans and advances (other than routine travel advances) made by Bxxxxx or SLZ CGN to any Employee employee and the current status thereof. Bxxxxx CGN is, and SLZ are as of the Closing Date will be in compliance in all material respects with all applicable Laws with respect to its Employeesemployees, including, salaries, wages, bonuses, dividends, profit distribution, pay increases, payment of sales commissions, and the corresponding payment of any labor charges and social security and other payments under any applicable Laws. . (f) As of the Closing Date, the Seller assumes all liability for any Employee compensation (e.g., salaries, wages, bonuses, dividends, profit distribution, pay increases, payment of sales commissions, and the corresponding payment of any labor charges and social security and other payments under any applicable Laws) that is owed in respect of any period of time prior to the Closing Date. (f) Neither Bxxxxx nor SLZ CGN shall have any no labor-related liability (whether absolute, accrued, contingent or otherwise) to former or retired employees (being only those no longer employed on the date hereofClosing Date), including without limitation, liabilities for accrued bonuses, vacations and/or sales commissions, all of which shall have been paid prior to before the date hereofClosing Date. (g) Neither Bxxxxx nor SLZ CGN is not now subject to a determination under applicable Laws to the effect that any individuals currently directly or indirectly performing services to either Bxxxxx or SLZCGN, are entitled to benefits granted to employees under applicable Laws or should otherwise be treated as employees for tax purposes or otherwise. Neither Bxxxxx nor SLZ As of the Closing Date, CGN shall have any no accrued liabilities with regard to its consultants or other service providers or outsourced contractors or subcontractors other than in the Ordinary Courseordinary course. (h) None of the Purchased Entities or any of their respective Subsidiaries (other than CGN) have any employees, contractors or subcontractors providing services in the nature of employment.