Common use of Employment Arrangements Clause in Contracts

Employment Arrangements. Section 3.15 of the Meridian Disclosure ----------------------- Schedule contains a true, accurate and complete list of all Meridian employees involved in the ownership or operation of the Meridian Assets or the conduct of the Meridian Business (the "Meridian Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Meridian has no obligation or liability, contingent or other, under any Employment Arrangement with any Meridian Employee, other than those listed or described in Section 3.15 of the Meridian Disclosure Schedule. Except as described in Section 3.15 of the Meridian Disclosure Schedule, (i) none of the Meridian Employees is now, or, to Meridian's knowledge, since January 1, 1993, has been, represented by any labor union or other employee collective bargaining organization, and Meridian is not, and has never been, a party to any labor or other collective bargaining agreement with respect to any of the Meridian Employees, (ii) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (iii) neither Meridian nor any of such employees is now, or, to Meridian's knowledge, has since January 1, 1993 been, subject to or involved in or, to Meridian's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Meridian Employees. Meridian has performed in all Material respects all obligations required to be performed under all Employment Arrangements and is not in Material breach or violation of or in Material default or arrears under any of the terms, provisions or conditions thereof.

Employment Arrangements. Section 3.15 of the Meridian Diablo Disclosure ----------------------- Schedule contains a true, accurate and complete list of all Meridian Diablo employees involved in the ownership or operation of the Meridian Diablo Assets or the conduct of the Meridian Diablo Business (the "Meridian Diablo Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Meridian Diablo has no obligation or liability, contingent or other, under any Employment Arrangement with any Meridian Diablo Employee, other than those listed or described in Section 3.15 of the Meridian Diablo Disclosure Schedule. Except as described in Section 3.15 of the Meridian Diablo Disclosure Schedule, (i) none of the Meridian Diablo Employees is now, or, to MeridianDiablo's knowledge, since January 1, 1993, has been, represented by any labor union or other employee collective bargaining organization, and Meridian Diablo is not, and has never been, a party to any labor or other collective bargaining agreement with respect to any of the Meridian Diablo Employees, (ii) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (iii) neither Meridian Diablo nor any of such employees is now, or, to MeridianDiablo's knowledge, has since January 1, 1993 been, subject to or involved in or, to MeridianDiablo's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Meridian EmployeesDiablo Employees and (iv) none of the Diablo Employees has notified Diablo in writing that he or she does not intend to continue employment with Diablo until the Closing or with ATS following the Closing. Meridian Diablo has performed in all Material material respects all obligations required to be performed under all Employment Arrangements and is not in Material material breach or violation of or in Material material default or arrears under any of the terms, provisions or conditions thereof.

Employment Arrangements. Section 3.15 3.13 of the Meridian Seller Disclosure ----------------------- Schedule contains a true, accurate and complete list of all Meridian employees of Seller and each Seller Subsidiary involved in the ownership or operation of the Meridian Seller Assets or the conduct of the Meridian Seller Business (the "Meridian Seller Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Meridian None of Seller or any Seller Subsidiary has no any obligation or liability, contingent or other, under any Employment Arrangement with any Meridian Seller Employee, other than those listed or described in Section 3.15 3.13 of the Meridian Seller Disclosure Schedule. Except as described in Section 3.15 3.13 of the Meridian Seller Disclosure Schedule, (ia) none of the Meridian Seller Employees is now, or, to Meridian's knowledge, or since January 1, 1993, 1996 has been, represented by any labor union or other employee collective bargaining organization, and Meridian is notnone of Seller or any Seller Subsidiary is, and or ever has never been, a party to any labor or other collective bargaining agreement with respect to any of the Meridian Seller Employees, (iib) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (iiic) neither Meridian nor none of Seller, any Seller Subsidiary or any of such employees is now, or, to Meridian's knowledge, or has since January 1, 1993 1996 been, subject to or involved in or, to MeridianSeller's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Meridian Seller Employees, and (d) none of the Seller Employees has given written notice to Seller or any Seller Subsidiary that he or she does not intend to continue employment with Seller until the Closing or with ATS following the Closing. Meridian Seller and each Seller Subsidiary has performed in all Material material respects all obligations required to be performed under all Employment Plans and Benefit Arrangements and is not in Material material breach or violation of or in Material material default or arrears under any of the terms, provisions or conditions thereof.

Employment Arrangements. Section 3.15 of the Meridian DBC Disclosure ----------------------- Schedule contains a true, accurate and complete list of all Meridian employees and consultants of DBC involved in the ownership or operation of the Meridian DBC Assets or the conduct of the Meridian DBC Business (the "Meridian DBC Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's the DBC Employees' compensation. Meridian DBC has no obligation or liability, contingent or other, under any Employment Arrangement with any Meridian DBC Employee, other than those listed or described in Section 3.15 of the Meridian DBC Disclosure Schedule. Except as described in Section 3.15 of the Meridian DBC Disclosure Schedule, (ia) none of the Meridian DBC Employees is now, or, to Meridian's knowledge, or since January 1, 1993, 1993 has been, represented by any labor union or other employee collective bargaining organization, and Meridian DBC is not, not and never has never been, been a party to any labor or other collective bargaining agreement with respect to any of the Meridian DBC Employees, (iib) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employeesthe DBC Employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (iiic) neither Meridian DBC nor any of such employees the DBC Employees is now, or, to Meridian's knowledge, or has since January 1, 1993 been, subject to or involved in or, to MeridianDBC's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Meridian DBC Employees, and (d) none of the DBC Employees has notified DBC that he or she does not intend to continue employment with DBC until the Closing or with ATS following the Closing. Meridian DBC has performed in all Material material respects all obligations required to be performed under all Employment Arrangements and is not in Material material breach or violation of or in Material material default or arrears under any of the terms, provisions or conditions thereof.

Employment Arrangements. Section 3.15 of the Meridian BEA Disclosure ----------------------- Schedule contains a true, accurate and complete list of all Meridian employees and consultants of BEA involved in the ownership or operation of the Meridian BEA Assets or the conduct of the Meridian BEA Business (the "Meridian BEA Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's the BEA Employees' compensation. Meridian BEA has no obligation or liability, contingent or other, under any Employment Arrangement with any Meridian BEA Employee, other than those listed or described in Section 3.15 of the Meridian BEA Disclosure Schedule. Except as described in Section 3.15 of the Meridian BEA Disclosure Schedule, (ia) none of the Meridian BEA Employees is now, or, to Meridian's knowledge, or since January 1, 1993, 1993 has been, represented by any labor union or other employee collective bargaining organization, and Meridian BEA is not, not and never has never been, been a party to any labor or other collective bargaining agreement with respect to any of the Meridian BEA Employees, (iib) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employeesthe BEA Employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (iiic) neither Meridian BEA nor any of such employees the BEA Employees is now, or, to Meridian's knowledge, or has since January 1, 1993 been, subject to or involved in or, to MeridianBEA's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Meridian BEA Employees, and (d) none of the BEA Employees has notified BEA that he or she does not intend to continue employment with BEA until the Closing or with ATS following the Closing. Meridian BEA has performed in all Material material respects all obligations required to be performed under all Employment Arrangements and is not in Material material breach or violation of or in Material material default or arrears under any of the terms, provisions or conditions thereof.

Employment Arrangements. Section 3.15 4.14 of the Meridian Gearon Disclosure ----------------------- Schedule contains a true, accurate and complete list of all Meridian Gearon employees involved in the ownership or operation of the Meridian Assets or the conduct of the Meridian Business (the "Meridian Gearon Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Meridian Gearon has no obligation or liability, contingent or other, under any Employment Arrangement with any Meridian Gearon Employee, other than (i) those listed or described in Section 3.15 4.14 of the Meridian Gearon Disclosure Schedule, (ii) those incurred in the ordinary and usual course of business, or (iii) such obligations or liabilities as do not and will not have, in the aggregate, any material adverse effect on Gearon. Except as described in Section 3.15 4.14 of the Meridian Gearon Disclosure Schedule, (ia) none of the Meridian Gearon Employees is now, or, to Meridian's knowledge, or since January 1, 1993, 1995 has been, represented by any labor union or other employee collective bargaining organization, and Meridian Gearon is not, and never has never been, a party to any labor or other collective bargaining agreement with respect to any of the Meridian Gearon Employees, (iib) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (iiic) neither Meridian Gearon nor any of such employees is now, or, to Meridian's knowledge, or has since January 1, 1993 1995 been, subject to or involved in or, to MeridianGearon's knowledge, threatened with, any union elections, petitions therefore therefor or other organizational or recruiting activities, in each case with respect to the Meridian Gearon Employees, and (d) none of the Gearon Employees has notified Gearon that he or she does not intend to continue employment with Gearon until the Closing or with ATS following the Closing. Meridian Gearon has performed in all Material material respects all obligations required to be performed under all Employment Arrangements and is not in Material material breach or violation of or in Material material default or arrears under any of the terms, provisions or conditions thereof.

Employment Arrangements. Section 3.15 of the Meridian Seller Disclosure ----------------------- Schedule contains a true, accurate and complete list of all Meridian Seller employees involved in the ownership or operation of the Meridian Seller Assets or the conduct of the Meridian Seller Business (the "Meridian Seller Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Meridian Seller has no obligation or liability, contingent or other, under any Employment Arrangement with any Meridian Seller Employee, other than those listed or described in Section 3.15 of the Meridian Seller Disclosure Schedule. Except as described in Section 3.15 of the Meridian Seller Disclosure Schedule, (ia) none of the Meridian Seller Employees is now, or, to Meridian's knowledge, or since January 1, 1993, 1993 has been, represented by any labor union or other employee collective bargaining organization, and Meridian Seller is not, and never has never been, a party to any labor or other collective bargaining agreement with respect to any of the Meridian Seller Employees, (iib) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (iiic) neither Meridian Seller nor any of such employees is now, or, to Meridian's knowledge, or has since January 1, 1993 been, subject to or involved in or, to MeridianSeller's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Meridian Seller Employees, and (d) none of the Seller Employees has notified Seller that he or she does not intend to continue employment with Seller until the Closing or with ATS following the Closing. Meridian Seller has performed in all Material material respects all obligations required to be performed under all Employment Arrangements and is not in Material material breach or violation of or in Material material default or arrears under any of the terms, provisions or conditions thereof.

Employment Arrangements. Section 3.15 4.14 of the Meridian ATC Disclosure ----------------------- Schedule contains a true, accurate and complete list of all Meridian employees involved in the ownership or operation of ATC and its Subsidiaries as of the Meridian Assets or the conduct date of the Meridian Business this Agreement (the "Meridian ATC Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Meridian ATC has no obligation or liability, contingent or other, under any Employment Arrangement with any Meridian ATC Employee, other than (i) those listed or described in Section 3.15 4.11(a) or Section 4.14 of the Meridian ATC Disclosure Schedule, (ii) those incurred in the ordinary and usual course of business, or (iii) such obligations or liabilities as do not and will not have, in the aggregate, any Material Adverse Effect on ATC. Except as described in Section 3.15 4.14 of the Meridian ATC Disclosure Schedule, (ia) none of the Meridian ATC Employees is now, or, to Meridian's knowledge, or since January 1, 1993, 1995 has been, represented by any labor union or other employee collective bargaining organization, and Meridian ATC is not, and never has never been, a party to any labor or other collective bargaining agreement with respect to any of the Meridian ATC Employees, (iib) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (iiic) neither Meridian ATC nor any of such employees is now, or, to Meridian's knowledge, has or since January 1, 1993 1995 has been, subject to or involved in or, to MeridianATC's knowledge, threatened with, any union elections, petitions therefore therefor or other organizational or recruiting activities, in each case with respect to the Meridian ATC Employees, and (d) none of the ATC Employees has notified ATC that he or she does not intend to continue employment with ATC until the Closing or with ATS following the Closing. Meridian ATC has performed in all Material material respects all obligations required to be performed under all Employment Arrangements of ATC and is not in Material material breach or violation of or in Material material default or arrears under any of the terms, provisions or conditions thereof.

Employment Arrangements. Except as set forth in Section 3.15 4.03 of the Meridian Company Disclosure ----------------------- Schedule contains a true, accurate and complete list of all Meridian employees involved or as expressly provided in the ownership or operation this Agreement (but excluding for this purpose any provisions of the Meridian Assets or the conduct of the Meridian Business (the "Meridian Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Meridian has no obligation or liability, contingent or other, under any Employment Arrangement with any Meridian Employee, Company Disclosure Schedule other than those listed or described contained in Section 3.15 of the Meridian Disclosure Schedule. 4.01 or 4.03 thereof): Except as described in Section 3.15 may be required by applicable law, neither the Company nor any of the Meridian Disclosure Schedule, its Subsidiaries shall (i) none of the Meridian Employees is nowadopt or amend (except as may be required by law) any bonus, orprofit sharing, to Meridian's knowledgecompensation, since January 1stock option, 1993pension, has beenretirement, represented by any labor union deferred compensation, employment or other employee collective bargaining organizationbenefit plan, and Meridian is notagreement, and has never beentrust, a party to any labor fund or other collective bargaining agreement with respect to arrangement for the benefit or welfare of any of the Meridian Employeesemployee, director or former director or employee or (ii) there increase the compensation or fringe benefits of any director, employee or former director or employee or pay any benefit not required by any existing plan, arrangement or agreement, in the case of clause (ii) other than increases for individuals (other than officers and directors) in the ordinary course of business consistent with past practice. neither the Company nor any of its Subsidiaries shall hire or terminate any employee or consultant, except in the ordinary course of business consistent with past practice, and except to the extent required under applicable law or under existing Company Plans. Except pursuant to the terms of this Agreement, neither the Company nor any of its Subsidiaries shall grant any new or modified change in control, incentive, severance or termination arrangement or increase or accelerate any benefits payable under its change in control, incentive, severance or termination pay policies in effect on the date hereof. Neither the Company nor any of its Subsidiaries shall effectuate a "plant closing" or "mass layoff," as those terms are no pending grievancesdefined in WARN, disputes affecting in whole or controversies in part any site of employment, facility, operating unit or employee of the Company or any Subsidiary, without notifying Merger Sub or its Affiliates in advance and without complying with any union the notice requirements and other provisions of WARN. Recognizing that the retention of the employees of the Company and its Subsidiaries is to the material benefit of Parent, in the event that the human resources manager, the vice presidents of human resources, medicinal chemistry or biology, the senior vice president of research and pre-clinical development or any other officer of the Company more senior than such senior vice president, receives any written or oral indication from any employee at level 22 or collective bargaining organization of above that such employees, employee intends to terminate his or threats of strikes, work stoppages or slowdowns her employment with the Company or any pending demands for collective bargaining by of its Subsidiaries within sixty (60) days, the Company shall notify Parent within three (3) business days in order that Parent may meet with such employee, provided that in the event any such union or other organizationindication is in the form of a formal written notice of resignation, and (iii) neither Meridian nor any of such employees is now, or, to Meridian's knowledge, has since January 1, 1993 been, subject to or involved in or, to Meridian's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Meridian Employees. Meridian has performed in all Material respects all obligations required to be performed under all Employment Arrangements and is not in Material breach or violation of or in Material default or arrears under any of Company shall notify Parent by the terms, provisions or conditions thereofnext business day.

Employment Arrangements. Section 3.15 (a) Except as required by Law, Seller has no obligation, contingent or otherwise, under any employment agreement, collective bargaining or other labor agreement, any agreement containing severance or termination pay arrangements, retainer or consulting arrangements, or purchase plan or other employee contract or non-terminable (whether with or without penalty) arrangement with respect to any person employed by Seller in connection with the businesses operated at the Restaurants (including but not limited to district managers) (collectively “Subject Employees”). (b) Except as set forth on Schedule 2.11(b), within the last five (5) years Seller has not experienced any labor disputes, union organization attempts or any work stoppage due to labor disagreements. Except as set forth on Schedule 2.11(b), (i) Seller is in substantial compliance with all applicable Laws, including all Federal and state labor laws, rules and regulations, respecting employment and employment practices, terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practice; (ii) there is no unfair labor practice, charge or complaint against Seller pending or threatened before the Meridian Disclosure ----------------------- National Labor Relations Board; (iii) there is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or threatened against or affecting Seller; (iv) no question concerning representation has been raised or is threatened respecting the employees of Seller; and (v) no grievance which might have an adverse effect on Seller or the conduct of its business nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claims therefor exist. (c) Schedule contains 2.11(c) sets forth a true, accurate true and complete list of all Meridian employees involved in the ownership or operation of the Meridian Assets or the conduct of the Meridian Business (the "Meridian Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Meridian has no obligation or liability, contingent or other, under any Employment Arrangement with any Meridian Employee, other than those listed or described in Section 3.15 of the Meridian Disclosure Schedule. Except as described in Section 3.15 of the Meridian Disclosure Schedule, (i) none the names of all manager and assistant managers employed by Seller at the Restaurants as of the Meridian date hereof, including both salaried and hourly managers, the date such individuals were first employed by Seller, how long such individuals have been at the particular Restaurants and the salary or hourly wage payable to such persons; (ii) the names of all other persons employed by Seller at the Restaurants as of the date hereof, and the salary or hourly wage payable to each such person; and (iii) the total number of vacation days earned and/or accrued by all persons employed by Seller and the total monetary value of such accrued vacation for all such persons (“Accrued Vacation Pay”). As of the Closing, Seller shall have terminated all Subject Restaurant Employees is now, or, and no additional payments shall be due and owing to Meridian's knowledge, since January 1, 1993, has been, represented any Subject Restaurant Employee with respect to any period prior to and including the Closing Date (except for any amount claimed by any Subject Restaurant Employee but which has being denied or contested by the Seller in good faith, which shall be an Excluded Liability) or amounts that Seller shall be obligated to pay (including, without limitation, payments relating to such employees' Accrued Vacation). Seller has complied with all requirements of the Worker Adjustment and Retraining Notification Act of 1988 and has not incurred, nor is reasonably expected to incur, any Losses under such Act. (d) Except as set forth on Schedule 2.11(d): (1) no charge against Seller or any of the employees of the Restaurants is pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other Governmental Authority responsible for the prevention of unlawful employment practices related to the Restaurants; (2) no actions relating to employment or loss of employment from Seller, directly or indirectly, are pending in any Governmental Authority and no such Actions have been threatened against Seller related to the Restaurants; and (3) no notice of intent of any Governmental Authority responsible for the enforcement of labor union or employment regulations to conduct an investigation has been received, and no such investigation is in progress. (e) Each of the employees at the Restaurants is employed at will and may be terminated at any time by Seller without the payment of any severance or other employee collective bargaining organization, penalty and Meridian without any requirement that any advance notice be given in connection with such termination. (f) The Accrued Vacation has been earned and accrued in the ordinary course of Seller's business consistent with past practices. (g) Seller is not, and has never not been, a party to to, bound by, or negotiating any labor or other collective bargaining agreement or other Contract with respect a union, works council or labor organization (collectively, "Union"), and there is not, and has not been, any Union representing or purporting to represent any employee of Seller, and 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 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 or any employees of the Meridian Employees, (ii) there are Business. Seller has no pending grievances, disputes or controversies duty to bargain with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (iii) neither Meridian nor any of such employees is now, or, to Meridian's knowledge, has since January 1, 1993 been, subject to or involved in or, to Meridian's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Meridian EmployeesUnion. Meridian has performed in all Material respects all obligations required to be performed under all Employment Arrangements and is not in Material breach or violation of or in Material default or arrears under any of the terms, provisions or conditions thereof.SECTION 2.12

Employment Arrangements. Section 3.15 of the Meridian Disclosure ----------------------- Schedule contains a true, accurate and complete list of all Meridian employees involved in the ownership or operation of the Meridian Assets or the conduct of the Meridian Business (the "Meridian Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Meridian has no obligation or liability, contingent or other, under any Employment Arrangement with any Meridian Employee, other than those listed or described in Section 3.15 of the Meridian Disclosure Schedule. Except as described in Section 3.15 of the Meridian Disclosure Schedule, (i) none of the Meridian Employees is now, or, to Meridian's knowledge, since January 1, 1993, has been, represented by any labor union or other employee collective bargaining organization, and Meridian is not, and has never been, a party to any labor or other collective bargaining agreement with respect to any of the Meridian Employees, (ii) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (iii) neither Meridian nor any of such employees is now, or, to Meridian's knowledge, has since January 1, 1993 been, subject to or involved in or, to Meridian's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Meridian Employees. Meridian has performed in all Material respects all obligations required to be performed under all Employment Arrangements and is not in Material breach or violation of or in Material default or arrears under any of the terms, provisions or conditions thereof.