Employment and Benefits Matters. (a) The Company has delivered to HSE a complete and accurate list of all the employees of the Company and all of its the Independent Contractors, specifying whether they are employees of the Company or Independent Contractors thereof, their position, the entity by which they are employed or to which they provide services, annual salary, hourly wages or consulting or other independent contractor fees, as applicable, and bonus opportunities, date of hire (or date of engagement as an Independent Contractor), work location, length of service, together with a notation next to the name of any Person on such lists who is subject to any Employment Agreement or Collective Bargaining Agreement with the Company.
(b) Section 3.14(b) of the Transferor Disclosure Schedule sets forth a complete and accurate list of each Employee Benefit Plan of the Company or any ERISA Affiliate of the Company (each, the “Company Plan”). True, correct and complete copies of each Company Plan and any related documents, including all amendments thereto, summary plan descriptions or summaries provided by the applicable insurance company, related trust agreements, insurance contracts and other funding agreements that implement each such Company Plan, full details of any unwritten Company Plan, any correspondence from a Governmental Entity with respect to any matter that remains unresolved, or any matter that resulted in the imposition of Liability on the Company or any ERISA Affiliate of the Company, have been furnished to HSE. There has also been furnished or made available to HSE, with respect to each such Company Plan, if applicable, the most recent favorable determination or opinion letter issued by the Internal Revenue Service, the most recently filed report on Form 5500 (including all schedules and attachments) and the most recent actuarial report or valuation.
(c) Section 3.14(c) of the Transferor Disclosure Schedule sets forth a true and complete list of (i) all employees (whether full or part-time) of the Company and (ii) all Employment Agreements between the Company and any employee of the Company and all Contracts between the Company and any Independent Contractor.
(d) Neither the Company nor any ERISA Affiliate of the Company maintains or has within the last six (6) years, maintained an obligation to contribute to, or has any Liability or potential Liability to, based upon or arising out of, an Employee Benefit Plan that is (1) subject to Title IV of ERISA or the minimum funding ...
Employment and Benefits Matters. (a) Parent hereby acknowledges that a “change of control” (or similar phrase) within the meaning of the Benefit Plans, as applicable, will occur at or prior to the Effective Time, as applicable.
(b) For a period of one year following the Effective Time, the Surviving Corporation shall either (i) maintain for the benefit of the current or former employee of the Company or its Subsidiaries (each, a “Company Employee”), immediately prior to the Effective Time, the Benefit Plans and Foreign Plans (other than equity based benefits, individual employment agreements and any plans, programs or arrangements providing benefits or payments upon a change in control) at the benefit levels in effect on the date of this Agreement taking into account modifications in plans or arrangements contemplated prior to the Effective Time (which contemplated modifications are set forth on Section 6.12(b) of the Company Disclosure Letter) and provide compensation and benefits to each Company Employee under the Benefit Plans or Foreign Plans or any other employee benefit plans or other compensation arrangements of the Surviving Corporation or any of its Subsidiaries or (ii) provide compensation and benefits (other than equity based benefits, individual employment agreements and any plans, programs or arrangements providing benefits or payments upon a change in control) to each Company Employee that, taken as a whole, have a value that is not less favorable in the aggregate than the benefits (other than equity based benefits, individual employment agreements and any plans, programs or arrangements providing benefits or payments upon a change in control) provided to such Company Employee immediately prior to the Effective Time (“Comparable Plans”) taking into account modifications to such benefits contemplated prior to the Effective Time (which contemplated modifications are set forth on Section 6.12(b) of the Company Disclosure Letter).
(c) To the extent that a Benefit Plan or Comparable Plan is made available to any Company Employee on or following the Effective Time, the Surviving Corporation shall cause to be granted to such Company Employee credit for all service with the Company and its Subsidiaries prior to the Effective Time for purposes of eligibility to participate and vesting, but not for benefit accrual. In addition, and without limiting the generality of the foregoing: (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any ...
Employment and Benefits Matters. None of the Contributed Entities has any employees. None of the Contributed Entities’ sponsors, maintains or contributes to any Employee Benefit Plan and none of the Contributed Entities has any liability pursuant to Title IV of ERISA (including due to its status as a member of the same “controlled group” as another entity pursuant to Section 4001(a)(4) of ERISA). Except as would not be material to the Contributed Entities, taken as a whole, each of the Contributed Entities has correctly classified those individuals performing services for such Contributed Entity as leased employees, independent contractors or agents and has no liability with respect to any misclassification of a person performing services for such Contributed Entity as a leased employee rather than a common-law employee or as an independent contractor rather than as an employee.
Employment and Benefits Matters. (a) Buyer or an Affiliate of Buyer may offer employment, effective as of the Closing Time, to the Identified Employees on such terms as Buyer or an Affiliate of Buyer shall determine in its sole discretion. Buyer shall provide written notice to Seller, at least ten (10) days prior to Closing, listing any Identified Employees that will be offered employment by Buyer or an Affiliate of Buyer. Except as would be prohibited by Law, Seller shall terminate the employment of all Identified Employees accepting employment with Buyer or an Affiliate of Buyer immediately prior to the Closing Time. Each Identified Employee who accepts an offer of employment from Buyer or an Affiliate of Buyer shall be deemed to be a hired employee on the day such employee commences active employment with Buyer or an Affiliate of Buyer (not earlier than the Closing Time).
(b) It is anticipated that Seller will cease to provide a “group health plan” within the meaning of COBRA in connection with the Closing, such that neither Seller nor its Affiliates will have any obligations under COBRA after so ceasing to provide a group health plan. Accordingly, to the extent required by COBRA, Buyer acknowledges and agrees that upon such occurrence, it will have successor liability to provide health coverage in accordance with the requirements of COBRA.
Employment and Benefits Matters. (a) Schedule 3.16 sets forth a true and complete list of all full-time and part-time employees of Company as of the date hereof and their positions. True and complete information concerning the respective salaries, wages, bonuses and other compensation paid or payable by Company with respect to 2012 as well as dates of employment and date and amount of the last salary increase has been made available to Buyer. Except as set forth on such Schedule, no employee is absent on military, family, disability or other extended leave of absence. Company is not delinquent in payments to any employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them. No strikes, grievances, work stoppages, slow-downs, lockouts or claims of unfair labor practices are pending or, to the Knowledge of Sellers, threatened, against Company. No employees of Company are covered by a collective bargaining agreement. To the Knowledge of Sellers, (i) there are no organizing activities involving Company pending with any labor organization or group of employees of Company, and (ii) no collective bargaining agreement is being or has been negotiated by Company.
(b) Except as set forth on Schedule 3.16, Company is not a party to or bound by any employment agreement or other employment related Contract including any retention or change of control arrangement or any pension, profit sharing, stock option or other equity-based award, bonus, incentive, severance, stock purchase, welfare, life insurance, medical or other benefit plan with respect to its employees or with respect to which Company has or could have any Liability (collectively, “Employee Plans”). Company has operated and administered each Employee Plan in material compliance with the terms of such Employee Plan and all applicable Laws including, without limitation, the Code the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Company is in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, collective bargaining, workers’ compensation, wages and hours of work and occupational safety and health, including, without limitation, Laws respecting employment discrimination, and the collection and payment of withholding or social security taxes.
(c) With respect to each Employee Plan, Company has delivered or made available to Buyer (i) a complete and correct copy of such plan or, if not w...
Employment and Benefits Matters. The Related Employers shall have provided all applicable notices to or negotiations with employees in connection with plant closings, “close shop” rules, workers’ councils, and under similar federal, state, local, or foreign regulations and taken all actions necessary to effectuate the termination immediately before the Closing of all Company Plans and Company Benefit Arrangements requested by the Buyer in writing at least ten (10) days before the Closing Date with no liability to the Buyer.
Employment and Benefits Matters. (a) Section 4.13(a) of the Disclosure Schedules sets forth, for each employee of Seller and its Subsidiaries the following: (i) name; (ii) title or position (including whether full or part time, exempt or non-exempt); hire date; (iii) current annual base compensation rate; and (iv) commission, bonus or other incentive-based compensation, to be updated following the date hereof upon reasonable request of Buyer so that Buyer may satisfy its obligations under Section 6.05.
(b) Neither Seller nor any of its Subsidiaries is a party to, bound by, or negotiating any labor agreement, collective bargaining agreement or similar labor-related agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not any Union representing or purporting to represent any employee of Seller or any of its Subsidiaries, and, to Seller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor to Seller’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting Seller, its Subsidiaries or any employees of the Business
(c) In the last six (6) years, Seller and each of its Subsidiaries is and has been in compliance with all applicable Laws regarding employment and employment practices (including anti-discrimination), terms and conditions of employment and wages and hours (including classification of employees and independent contractors, and equitable pay practices) and other laws in respect of any reduction in force (including notice, information and consultation requirements). Neither Seller nor any of its Subsidiaries is or has been a joint employer, single employer or co-employer with or alter ego of any other Person.
(d) There is not any (i) unfair labor practice charge or complaint against Seller or any of its Subsidiaries pending before the National Labor Relations Board or any similar state or local agency relating to an alleged violation or breach of any Laws or (ii) Action pending or, to Seller’s Knowledge, threatened against Seller or any of its Subsidiaries concerning employment-related matters, employees of Seller and its Subsidiaries, or violation of any Laws regarding employment and employment practices or breach of any contractual obligations.
(e) There are no Actions, including audits, requests for...
Employment and Benefits Matters. (a) SemStream has made available to NGL Subsidiary a complete and accurate list of all the Related Employees and all the Independent Contractors, specifying whether they are Related Employees or Independent Contractors thereof, their position, the entity by which they are employed or to which they provide services, annual salary, hourly wages or consulting or other independent contractor fees, as applicable, and bonus opportunities, date of hire (or entry into an independent contractor agreement), work location, length of service, together with a notation next to the name of any Person on such lists who is subject to any Employment Agreement or Collective Bargaining Agreement with SemStream.
(b) NGL and NGL Subsidiary will not have any Liability with respect to any Employee Benefit Plan of SemManagement or SemStream or any Affiliate or ERISA Affiliate thereof (each, a “SemManagement Plan”). With respect to each SemManagement Plan that is intended to be qualified within the meaning of Section 401(a) of the Code, SemStream has delivered to NGL Subsidiary the most recent favorable determination or opinion letter issued by the Internal Revenue Service.
(c) Section 3.14(c) of the SEM Disclosure Schedule sets forth a true and complete list of all Employment Agreements between SemStream and any Related Employee or Independent Contractor. (d) (d) Except as set forth on Section 3.14(d) of the SEM Disclosure Schedule, neither SemStream nor any Affiliate or ERISA Affiliate of SemStream maintains or has maintained in the past six (6) years or has or has had in the past six (6) years an obligation to contribute to, or has any Liability to, based upon or arising out of, an Employee Benefit Plan that is (1) subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA, (2) a multiple employer plan described in Section 4063 of ERISA or Section 413(c) of the Code, (3) a multiemployer plan (as defined in Section 3(37) of ERISA), (4) a multiple employer welfare arrangement (as defined in Section 3(40) of ERISA), or (5) for the purpose of providing post termination of employment health or life insurance benefits or coverage, except as required under COBRA or similar state law.
Employment and Benefits Matters. None of the Plans is subject to Title IV of ERISA or Section 412 of the Code, nor does the Company or any Subsidiary contribute to any “multiemployer plan” as defined in Section 3(37) of ERISA. The Company has performed all material obligations required to be performed by it under, is not in any material respect in default under or in material violation of, and has no knowledge of any material default or violation by any party to, any Plan.
Employment and Benefits Matters. 25 3.16 Books and Records 29 3.17 No Changes or Material Adverse Effects. 29 3.18 Regulation 30 3.19 Energy Regulatory Matters. 30 3.20 State Takeover Laws 31
