Employment and Benefits. For these purposes, Employer is willing to continue retaining Executive as an executive and to grant to Executive benefits to which Executive is not otherwise entitled, consisting of the right to receive certain separation pay, continued health and dental care coverage, perquisites, and outplacement benefits [as described in Articles 5 and 6], if Executive’s employment with Employer terminates under certain circumstances, including without limitation in connection with a Change in Control [as defined at Section 6.1(c)].
Employment and Benefits. (a) Section 4.11(a) of the Disclosure Letter sets forth a correct and complete list of each material Angel Plan.
(b) With respect to each material Angel Plan, Seller has provided or made available to Purchaser or its counsel (i) a current summary plan description with respect to any Angel Plan subject to ERISA and (ii) a current summary description or plan document with respect to any Angel Plans not subject to ERISA.
(c) The Seller Plans are in compliance in all respects with all applicable requirements of ERISA, the Code, and other applicable Laws of the United States and have been administered in material accordance with their terms and such Laws, except where the failure to so comply has not had and would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. Seller’s 401(k) plan has received a determination letter from the IRS stating that it qualifies under Section 401(a) of the Code, and its trust is exempt from United States Taxation under Section 501(a) of the Code, and nothing has occurred since the date of such determination letter that would, individually or in the aggregate, reasonably be expected to result in the loss of such qualification or exempt status. Seller has provided or made available to Purchaser copies of any Internal Revenue Service determination letters with respect to each Seller Plan.
(d) There are no pending or, to the knowledge of Seller, threatened claims or litigation with respect to any Seller Plans, other than ordinary and usual claims for benefits by participants and beneficiaries, that would, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect.
(e) None of Seller, any Subsidiary of Seller, or any ERISA Affiliate of Seller contributes to, or has in the past contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA.
(f) No unsatisfied liability or withdrawal liability under Title IV of ERISA has been or is expected to be incurred by Seller with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by either Seller or any of its Subsidiaries or any entity which is considered one employer with Seller under Section 414 of the Code (an “ERISA Affiliate”) that would reasonably be expected to have a Seller Material Adverse Effect.
(g) The consummation of the transactions described in this Agreement, in and of themsel...
Employment and Benefits. (a) Except as provided in the Employment Agreements and subject to Section 5.08, the Purchaser shall have at all times complete discretion to determine the specific benefit plans, programs, policies and arrangements to be provided to Employees; however, Employees shall be given credit for purposes of eligibility and vesting under each employee benefit plan, program, policy or arrangement of the Purchaser or any of its Affiliates in which the Employees are eligible to participate for all service with the Company or any Affiliate (to the extent such credit was given by a comparable employee benefit plan, program, policy or arrangement of the Company). Such service, however, will not be counted or credited for purposes of (i) benefit accrual under any defined benefit pension plan or (ii) any frozen plan.
(b) Except as provided in the Employment Agreements, nothing contained herein shall obligate Purchaser to employ, or offer to employ, any current or former employee of Company, to retain any Employees for any specific period, to institute or maintain any levels of compensation or benefit plans or arrangements, or otherwise to take or continue any actions with respect to its employees (including Employees) after the Closing, it being understood that no Employee is intended to or shall receive by reason of this Agreement any direct or third party beneficiary rights against Purchaser.
(c) Prior to the Closing Date, the Company shall take all actions necessary to terminate any profit sharing plans and any Benefit Plans intended to be qualified under Section 401(k) of the Code (including the Potomac Mortgage Group, LLC 401(k) Plan), effective in each case no later than the business day prior to the Closing Date, including adopting the relevant resolutions of the board of managers of the Company (the form and substance of which shall be subject to review and approval by Parent).
(d) Notwithstanding the foregoing, after adoption of a final rule by the Bureau of Consumer Financial Protection implementing the amendments to Regulation Z of the Board of Governors of the Federal Reserve System proposed in a Notice of Proposed Rulemaking published on September 7, 2012, and to the extent then permitted under Applicable Law, Purchaser, Parent, and the Company will develop a program for the grant of stock options pursuant to the Parent’s 2003 Stock Incentive Plan to the Company’s mortgage loan originators with over $50,000,000 in annual principal amount of loans originated. ...
Employment and Benefits. (a) Section 3.14(a) of the Disclosure Schedule contains a list of the key employees of the Company and summary of key terms including the expiration of their current term of employment as at Closing (the “Key Employees”).
(b) Section 3.14(b) of the Disclosure Schedule contains an accurate list of each Benefit Plan of the Company and the Related Entity and none of the Company or the Related Entity has made any commitments to establish new or to expand Benefit Plans as set forth therein.
(c) To the best knowledge of the Seller, the Company and the Related Entity have complied with all applicable Laws relating to each Benefit Plan. All contributions or payments required to be made by the Company or the Related Entity with respect to each Benefit Plan (including proper allocation of after-tax profit to the reserve fund and staff bonus and welfare fund each year put to the PRC law) have been made on or before their due dates. All such contributions and payments required to be made by any employees of the Company or any Related Entity with respect to the relevant Benefit Plan have been fully deducted and paid to the relevant Governmental or Regulatory Authorities on or before their due dates, and no such deductions have been challenged or disallowed by any Governmental or Regulatory Authority or any employee of the Company or any Related Entity.
(d) With respect to each agreement with employees and contractors of the Company and the Related Entity, the Company and the Related Entity have duly performed and complied with all of their obligations (including, but not limited to, the making all payments for services rendered and other benefits). The Company and the Related Entity have duly complied with applicable employment regulations in all material respects. Each of the contracts entered into with employees, consultants or contractors of the Company and the Related Entity is enforceable against the parties to it and there is no party in breach of, or in default under, such contract which would have a Material Adverse Effect.
(e) No employee or contractor has any rights to the Company’s or the Related Entity’s Intellectual Property and IP Assets, including the right to receive royalties or other payments from the Company or the Related Entity. The contractors do not have access to the Intellectual Property in a manner that could materially impair or jeopardize the business of the Company and the Related Entity.
(f) None of the Company or the Related Entity or the...
Employment and Benefits. (a) Schedule 2.17(a) lists each material "employee benefit plan," as such term is defined in Section 3(3) of ERISA, and each bonus, incentive or deferred compensation, severance, termination, retention, change of control, equity-based, performance or other employee or retiree benefit or compensation plan in which employees of any Company Group member participate (each such plan, a "Plan" and, collectively, the "Plans"). Except as identified in Schedule 2.17(a), no Company Group member has adopted, maintained, sponsored or participated in any pension, welfare, bonus, incentive or deferred compensation, severance, termination, retention, retirement, 401(k), change of control, equity-based, performance or other employee or retiree benefit or compensation plan, or any group term life insurance, group health insurance or group dental plans. With respect to each Plan, the Seller has provided or made available to the Purchaser complete and correct copies of (i) such Plan (or a description of such Plan if not written) and (ii) upon request by the Purchaser, and to the extent applicable to such Plan, all trust agreements, insurance contracts or other funding agreements or arrangements, the most recent actuarial and trust reports, the most recent Form 5500 required to have been filed with the IRS and all Schedules thereto, the most recent IRS determination letter, all current summary plan descriptions, and any and all amendments to any such document.
(b) Each Plan intended to be qualified under Section 401(a) of the Code, and the trust (if any) forming a part thereof, has received a favorable determination letter from the IRS as to its qualification under the Code and to the effect that each such trust is exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such determination letter that would be reasonably likely to adversely affect such qualification or tax-exempt status in form or operation.
(c) Each of the Plans has been operated and administered in all material respects in compliance with its terms and all applicable Laws, except where failure to so comply, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect. There are no material pending or, to the Knowledge of the Seller, threatened claims by or on behalf of any employee or beneficiary under any Plan, or otherwise involving any such Plan or the assets of any Plan (other than routine claims for benefits or claims that, ...
Employment and Benefits. Selectemp is your sole employer and you agree that you are not co-employed by our customers whose site you will be working at. You acknowledge and agree that you are not entitled to and will not seek any of our customer’s employee benefits programs.
Employment and Benefits. 14.1 The definitions in this paragraph apply in this agreement. Employment Legislation: legislation applying to the Company and its Subsidiaries affecting contractual, statutory or other relations between employers and their employees or workers and enforceable against the Company or any of the Subsidiaries by any Employee or former employee or Director or former director.
14.2 The name of each person who is a Director is set out in Schedule 2. The name of each Employee is set out in the Disclosure Bundle.
14.3 The entitlements of the Employees at Non-data room documents/2 of the Disclosure Bundle are correct and comprehensive, save as Disclosed provided that this Warranty is given as at 17 November 2008 only and is not repeated at Completion. There are no collective bargaining agreements or other agreements with a body representing any of the Employees or Directors in place regarding Employees or Directors.
14.4 There is no one who is not an Employee and who is providing services to the Company or any of the Subsidiaries under an agreement which is not a contract of employment with the Company or the relevant Subsidiary (including, in particular, where the individual is a consultant or an agent or is on secondment from an employer which is not a member of the Company’s Group)
14.5 There are no Employees or Directors of the Company and the Subsidiaries who are on secondment, maternity, paternity, adoption, disability or long term sick leave of two weeks or more or any former employee or Director who have or may have a statutory right to return to work.
14.6 As far as the Warrantors are aware, notice has not been served to terminate the contract of employment of any Employee of the Company or any of the Subsidiaries (whether by the relevant employer or by the Employee).
14.7 No dispute under any Employment Legislation or otherwise is outstanding with or against any Employee or former employee or Director or former director and:
(a) the Company relating to their employment, its termination and any reference given by the Company or any of the Subsidiaries regarding them; or
(b) any of the Subsidiaries relating to their employment, its termination or any references given by the Company or any of the Subsidiaries regarding them.
14.8 So far as the Warrantors are aware, no offer of employment has been made by the Company or by any of the Subsidiaries where the employee’s salary would exceed £30,000 which has not yet been accepted, or which has been accepted but ...
Employment and Benefits. 17 3.15 Real Property and Business Premises............................. 18 3.16 Tangible Personal Property and Plant & Equipment................ 18 3.17
Employment and Benefits. (a) Section 4.10(a) of the Disclosure Letter sets forth a list of each material Seller Plan as of the date of this Agreement.
(b) With respect to each material Seller Plan, Seller has provided or made available to Purchaser true and complete copies of the material Seller Plans.
(c) Neither Seller nor any Subsidiary or any other Person under common control with Seller or any of its Subsidiaries within the meaning of Section 414(b), (c), (m) or (o) of the Code and Section 4001 of the Code and the regulations issued thereunder has ever maintained, established, sponsored, participated in, contributed to, or had an obligation to contribute to any (i) “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA, which is subject to Title IV of ERISA or Section 412 of the Code, (ii) multiemployer plan, as defined in Section 3(37) of ERISA, or (iii) “multiple employer plan” as defined in ERISA or the Code, in each case, with respect to which Purchaser could be subject to any Liabilities (including any indirect, contingent, secondary or successor liability).
(d) Neither Purchaser nor any of its Subsidiaries shall assume or incur any Liabilities under ERISA or the Code with respect to any Seller Plan.
(e) Since August 1, 2007 and except as set forth in Section 4.10(e) of the Disclosure Letter, other than Transferred Employees, there are no employees of Seller or the Other Sellers that have spent 50% or more of their time working in the Business.
Employment and Benefits. Compliance with Laws; Permits
