We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

EMPLOYMENT AND PENSION AGREEMENTS Sample Clauses

EMPLOYMENT AND PENSION AGREEMENTS. (a) No employee has announced his or her termination of his or her position or employment with the Company or the Subsidiaries. (b) There are no deferred compensation agreements, pensions, profit sharing, severance pay or retirement plans in force with respect to any of the employees or former employees. (c) The Seller has not received notice, which notice remains current, for any claim that it has not complied with any employment, labour or related laws. (d) There is no pending or current and, to Sellers Knowledge, no threatened (i) claims or labour litigation in respect of the Company or the Subsidiaries; and (ii) strike or any other material labour dispute involving the employees.
Sample 1Sample 2Sample 3
EMPLOYMENT AND PENSION AGREEMENTS. (a) A true, complete and current list of all employments of the Company indicating level of employment, category and seniority, as well as the salaries, wages and fringe benefits paid or granted to the employees of the Company at the date hereof are set forth in SCHEDULE 6.12 (a) and there have been no increases in salaries, wages and fringe benefits of such employees after the Accounts Date, except as may be required by collective bargaining agreements. All employees are employed for indefinite duration and according to the laws and applicable collective agreements. There are no other employees or individuals who can claim to be employees of the Company except for those listed in SCHEDULE 6.12 (a) (i). (b) No employee having management responsibility has announced his or her termination of his or her position or employment with the Company. (c) Full provision has been made in the Accounts and will, in due course, be made in the Closing Accounts, for the full amount of all present and future liabilities in respect of employment severence compensation (T.F.R.) or pension undertakings to be paid to current or former directors, officers or other employees of the Company. (d) The Company is not in breach of any labour laws and has not received notice, which notice remains current, of any claim that it has not complied with any employment, labour or related laws. All social security obligations and withholding obligations with respect to any employee, officer or director has always been complied with by the Company and will be complied until the Date of Closing. (e) The Company has neither signed, nor is it liable under any policy of, any life or alike personal insurances in excess of compulsory insurances, nor do any of the employees of the Company enjoy any other benefits in excess of benefits provided by mandatory law, except as stated in SCHEDULE 6.12 (e). (f) There are no pending or current and, to the best knowledge of Sellers, no threatened claims or labour litigation in respect of the Company. No negotiations are required to be held by the Company with trade unions under collective bargaining agreements or otherwise as a result of the transaction contemplated by this Agreement and no information relating thereto is required to be conveyed to such trade unions under collective bargaining agreements or otherwise. 13 13
Sample 1
EMPLOYMENT AND PENSION AGREEMENTS. 6.10.1 The names, titles, age, length of service and current annual remuneration of all employees of the Company, including without limitation bonuses, benefits in kind, compensation programs, stock option and similar rights and pension benefits are listed in ANNEX 6.10
Sample 1
EMPLOYMENT AND PENSION AGREEMENTS. (a) Except as (i) expressly provided in employment contracts between GreenTree and its respective employees, (ii) expressly provided for in the collective bargaining agreements applicable to GreenTree and its respective employees, or (iii) established or required by law in the respective jurisdictions in which GreenTree is organized to do business, there are no deferred compensation agreements, Multi-Employer Plans (as defined in Section 3(37) of ERISA), bonus plans (other than discretionary payments of annual bonuses), profit-sharing plans, pension plans, severance pay or retirement plans, employee stock option or purchase plans, private life insurance plans or hospitalization insurance plans (collectively referred to as the "Employment and Pension Agreements") in effect with respect to any current or former director, officer or other employee of GreenTree which involves a liability material to the business or condition, financial or otherwise, of GreenTree taken as a whole. (b) To the extent required by the Accounting Principles, provisions have been made in the Financial Statements for 1994 and the Most Recent Financial Statements for the full amount of all present and future liabilities in respect of the Employment and Pension Agreements to be paid to current or former directors, officers or other employees of GreenTree. (c) ServiceMaster will enter into an agreement effective on the Closing Date under which ServiceMaster will lease to GreenTree the ServiceMaster employees who comprised the GreenTree staff immediately prior to the Closing Date. Such lease will be for the period December 1, 1995 to and including December 31, 1995 and will be on such terms and conditions as are set forth in the leasing agreement. (d) ServiceMaster will provide all notices required under COBRA. After the Closing, (i) all employees who elect COBRA cover will pay the premiums required of employees as pursuant to the provisions by COBRA, and Bright Horizons will pay the employer's share of such premium; and (ii) ServiceMaster will pay the actual adjusted cost of COBRA claims. (e) ServiceMaster will be responsible for continuing the benefits (if any) which were available to employees who, for whatever reason, were not actively working at GreenTree at January 1, 1996 and there shall be no assignment of any such employee's employment agreement from ServiceMaster to Bright Horizons or GreenTree in connection with this transaction. Any of such employees who desires to return to G...
Sample 1
EMPLOYMENT AND PENSION AGREEMENTS. (a) A true, complete and current list of all employments of the Company and the salaries, wages and fringe benefits paid or granted to the employees of the Company at the date hereof are set forth in SCHEDULE 6.12(a) and there have been no increases in salaries, wages and fringe benefits of such employees after the Accounts Date. (b) No employee has announced his or her termination of his or her position or employment with the Company. (c) Full provision has been made in the Accounts and will, in due course, be made in the Closing Accounts, for the full amount of all present and future liabilities in respect of employment or pension undertakings to be paid to current or former directors, officers or other employees of the Company. (d) The Company has not received notice, which notice remains current, of any claim that it has not complied with any employment, labour or related laws. (e) The Company has neither signed, nor is it liable under any policy of any life or alike personal insurances in excess of compulsory insurances, nor do any of the employees of the Company enjoy any other benefits in excess of benefits provided by mandatory law. (f) There are no pending or current and no threatened claims or labour litigation in respect of the Company. No negotiations are required to be
Sample 1
EMPLOYMENT AND PENSION AGREEMENTS. (a) Except as (i) set forth on SCHEDULE 4.13(a) attached hereto, (ii) expressly provided for in collective bargaining agreements applicable to any of the Group Companies and their respective employees and delivered to Buyers, (iii) expressly provided for in employment agreements between any of the Group Companies and their respective employees and delivered to Buyers, or (iv) established or required by law in the jurisdiction in which the Group Companies are organized or do business, there are no deferred compensation agreements, bonus plans (other than discretionary payments of annual bonuses), profit-sharing plans, pension plans, severance pay or retirement plans, employee stock option or purchase plans, private life insurance plans or hospitalization insurance plans (collectively referred to as the "Employment and Pension Agreements") in effect with respect to any director, officer or other employee of any of the Group Companies. (b) There is no pending and, to Sellers' best knowledge, no threatened claim by any current or former director, officer or employee working for any of the Group Companies against any of the Group Companies or Sellers. (c) The relation of each of the Group Companies with its employees is generally good, and there are no pending or, to the best of Sellers' knowledge, threatened material labor difficulties. (d) All obligations of the Group Companies incurred in connection with the Employment and Pension Agreements has been and is properly reflected in the Audited Financial Statements and the Unaudited Financial Statement, respectively, to the extent required by the Accounting Principles.
Sample 1
EMPLOYMENT AND PENSION AGREEMENTS. 1. To the Seller's knowledge no key employees of the Company and its subsidiaries ("Key Employees") have announced his or her termination of his or her position or employment with the Company or its subsidiary. 2. Full provision has been made in the accounts as of December 31, 1996 and the interim accounts of June 30, 1997 for the full amount of all present and future liabilities in respect of the employment or pension undertakings to be paid to current or former directors, officers, or other employees of the Company. The pension liability of the Company and its subsidiaries is fully paid and the Company and its subsidiaries will not incur any costs in respect of any pension liability out of employment before the Closing Date. 3. There are no pending or to the Seller's knowledge threatened labour claims or litigation in respect of the Company or its subsidiaries. 4. To the Seller's knowledge no negotiations are required to be held by the Company or its subsidiaries with trade unions or collective bargaining agreements or under any statutory requirements as a result of the transaction contemplated by this Agreement and no information relating thereto is, to the Seller's knowledge required to be conveyed to such trade unions under collective bargaining agreements or under statutory requirements.
Sample 1
EMPLOYMENT AND PENSION AGREEMENTS. There have been no increases or amendments to the benefit of the employees outside the Ordinary Course of Business in salaries, wages, fringe benefits or any other rights of such employees after December 31, 2000. None of the employees who are of key importance for the success of the Company and whose names are listed in Schedule 6.2.13 has announced his termination of his position or employment with the Company or has been terminated by the Company. There are no pension agreements with any present or former employees.
Sample 1

Related to EMPLOYMENT AND PENSION AGREEMENTS

  • Employment Agreements Each of the persons listed on Schedule 9.12 shall have been afforded the opportunity to enter into an employment agreement substantially in the form of Annex VIII hereto.

  • of the Employment Agreement Section 4.4.3 of the Employment Agreement is hereby amended and restated in its entirety to read as follows:

  • Prior Employment Agreements The Executive represents that he/she has not executed any agreement with any previous employer which may impose restrictions on Executive’s employment with the Employer.

  • Employment and Non-Competition Agreements The Employment and Non-Competition Agreements described in SECTION 6.2 hereof shall have been duly executed and delivered by all parties thereto and shall be in full force and effect.

  • Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any director, officer or employee of Security or its subsidiaries, or grant any salary or wage increase or increase any employee benefit, (including incentive or bonus payments) except (i) for normal individual increases in compensation to employees in the ordinary course of business consistent with past practice, (ii) for other changes that are required by applicable law, or (iii) to satisfy Previously Disclosed contractual obligations existing as of the date hereof.

  • Employee Benefit Plans; Employment Agreements (a) Section 2.11(a) of the Parent Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all employee welfare plans (as defined in Section 3(1) of ERISA), and all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any current employee, officer or consultant (or any of their beneficiaries) of Parent or any other entity (whether or not incorporated) which is a member of a controlled group including Parent or which is under common control with Parent (an "ERISA Affiliate") within the meaning of Section 414 of the Code or Section 4001 of ERISA, or any subsidiary of Parent, as well as each plan with respect to which Parent or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA or Section 412 of the Code (together, the "Employee Plans"). There have been made available or will be made available as promptly as practicable, but in any event no later than 20 business days after the date hereof to the Company copies of (i) each such written Employee Plan and all related trust agreements, insurance and other contracts (including policies), the most recent summary plan descriptions, summaries of material modifications and communications distributed to plan participants since the date of the most recent summary plan descriptions, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the Department of Labor with respect to each Employee Plan required to make such filing and (v) favorable determination letters issued for each Employee Plan and related trust that are intended to satisfy the qualification requirements of Section 401(a) and Section 501(a) of the Code (or, if pending, a copy of the application for such determination). For purposes of this Section 2.11, the term "material," when used with respect to (i) any Employee Plan, shall mean that Parent or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 with respect to such Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Parent or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000, with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (b) Except as set forth in Section 2.11(b) of the Parent Disclosure Schedule, (i) none of the Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, and none of the Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Employee Plan which could subject Parent or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach could result in any material liability to Parent or any ERISA Affiliate; (iv) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated in compliance in all material respects with the requirements prescribed by any and all statutes (including ERISA and the Code), orders, or governmental rules and regulations currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Internal Revenue Service (the "IRS") or Secretary of the Treasury), and may by their terms be amended and/or terminated at any time subject to applicable law, and Parent and each of its subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans; (v) each Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (vi) all contributions required to be made with respect to any Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vii) with respect to each Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30 day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any material outstanding liability to the Company nor any ERISA Affiliate; and (viii) neither Parent nor any ERISA Affiliate has incurred or reasonably expects to incur any liability under Title IV of ERISA (other than liability for premium payments to the Pension Benefit Guaranty Corporation (the PBGC") arising in the ordinary course). (c) Section 2.11(c) of the Parent Disclosure Schedule sets forth a true and complete list of options or other rights, direct or indirect to purchase Parent Common Stock held by any current or former employee, officer or director of Parent or any of its subsidiaries as of the date hereof, together with the number of shares of Parent Common Stock subject to such options, and the exercise price of such options or rights (to the extent determined as of the date hereof), and no such option is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code (an "ISO"), provided that no later than 20 business days after the date hereof, Parent will provide the Company with a list of current or former employees, officers and directors of Parent or any of its subsidiaries who hold any options or rights listed on Section 2.11(c) of the Parent Disclosure Schedule and the expiration dates of such options. (d) Section 2.11(d) of the Parent Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with executive officers of Parent or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating Parent or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; (iii) all current executive officers of Parent or any of its subsidiaries who have executed a non-competition agreement with Parent or any of its subsidiaries; (iv) all severance agreements, programs and policies of Parent or any of its subsidiaries with or relating to its employees, in each case with outstanding commitments with respect to any one individual exceeding $250,000 per year or providing for payments over a period in excess of two years, excluding programs and policies required to be maintained by law; and (v) all Employee Plans which contain change in control provisions. Other than as disclosed in Parent's Statement on Schedule 14D-9 filed prior to the date hereof with the SEC in respect of an exchange offer of Western Resources, Inc. (the "Schedule 14D-9"), there have been no material changes to the compensation of Parent's executive officers since September 30, 1996. All related payroll expenses and any accelerated pension benefits of Parent and any of its subsidiaries under severance agreements with former employees, directors and officers of Parent or any of its subsidiaries have been fully accrued in the 1996 Financial Statements. (e) Except as set forth in Section 2.11(e) of the Parent Disclosure Schedule, no employee of Parent or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of Parent. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 2.11(e) of the Parent Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. No facts exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of Parent under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are cash, readily marketable securities or insurance contracts. (f) Parent has fiduciary liability insurance in effect covering the fiduciaries of the Employee Plans (including Parent) with respect to whom Parent may have liability, and within 20 business days of the date hereof, Parent will provide the Company with a statement of the amount of such insurance.

  • Separation Agreement and General Release The Company’s obligation to make the Severance Payment is conditioned on Executive or Executive’s legal representatives executing a separation agreement and general release of claims related to or arising from Executive’s employment with the Company or the termination of employment against the Company and its affiliates (and their respective officers and directors) in a form reasonably determined by the Company, which shall be provided by the Company to Executive within five days following the Date of Termination; provided that, if Executive should fail to execute (or revokes) such release within 45 days following the Date of Termination, the Company shall not have any obligation to provide the Severance Payment. If Executive executes the release within such 45-day period and does not revoke the release within seven days following the execution of the release, the Severance Payment will be made in accordance with Section 4(a)(ii).

  • No Post-Employment Obligations No Company Employee Plan provides, or reflects or represents any liability to provide, retiree life insurance, retiree health or other retiree employee welfare benefits to any person for any reason, except as may be required by COBRA or other applicable statute, and the Company has never represented, promised or contracted (whether in oral or written form) to any Employee (either individually or to Employees as a group) or any other person that such Employee(s) or other person would be provided with retiree life insurance, retiree health or other retiree employee welfare benefit, except to the extent required by statute.

  • Post-Employment Obligations Executive agrees that the following obligations are reasonable and are necessary to protect Employer’s business. Executive further acknowledges that these obligations do not restrict his ability to be gainfully employed, and he acknowledges that any geographic boundary, scope of prohibited activities, and time duration in these obligations are reasonable in nature and no broader than are necessary to protect the Employer’s legitimate business interests. In consideration for his employment and for Employer’s promises herein, Executive agrees that, for a period of two (2) years following his last day of employment, except with the express written consent of the Board, he shall not either directly or indirectly, for himself or on behalf or in conjunction with any other person, partnership, corporation or other entity: (i) own, maintain, engage in, render any services for, manage, have any financial interest in, or permit his name to be used in connection with as a shareholder, bondholder, creditor, officer, director, partner, agent, contractor with, employer or representative of, or in any manner associated with, or give financial, technical or other assistance to, any person, firm or corporation for the purpose of engaging in the copier/office equipment dealer, distribution, sales or service business, or in any other business in which Executive is actively engaged in on behalf of Employer, within a 100 mile radius of any of Employer’s office facilities in the United States of America that Employer operates an office facility in existing on the date of Executive’s termination of employment (the “Current Trade Area”); (ii) enter into any agreement with, service, assist or solicit the business of any persons or entities who were customers of Employer as of, or within two (2) years of, the date of Executive’s termination of employment, for the purpose of providing copier/office equipment dealer sales or service to such customers in the Current Trade Area in competition with Employer or any of its affiliates or to cause such customers to reduce or end their business with Employer; or (iii) enter into any agreement with, or solicit the employment of any persons who were employees, consultants or representatives of Employer as of, or within two (2) years of, the date of Executive’s termination of employment, for the purpose of causing such persons to leave the employment of Employer; provided, however, that no owner of less than one percent (1%) of the outstanding stock of any publicly-traded corporation shall be deemed to be in violation of this Section 4(b) solely by reason thereof.

  • Employment Agreement On the terms and conditions set forth in this Agreement, the Company agrees to employ the Executive and the Executive agrees to be employed by the Company for the Employment Period set forth in Section 2 hereof and in the position and with the duties set forth in Section 3 hereof. Terms used herein with initial capitalization are defined in Section 10.12 below.

Most Referenced Clauses

Most Referenced Definitions