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 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 of (a) Neither 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 Company nor any Subsidiary has no any obligation or liability, contingent or other, under any Employment Arrangement with any Meridian Employee(whether or not listed in Section 3.12(a) of the Disclosure Letter), other than those listed or described in Section 3.15 3.16(a) of the Meridian Disclosure ScheduleLetter. Except Neither the Company nor any Subsidiary is now or during the past five (5) years has been subject to or involved in or, to the Company's knowledge, threatened with any election for the certification of a bargaining representative for any employees, petitions therefor or other organizational activities, including but not limited to voluntary requests for recognition as a bargaining representative, or organizational campaigns of any nature, except as described in Section 3.15 3.16(a) of the Meridian Disclosure Schedule, (i) none Letter. None of the Meridian Employees is employees of the Company or any Subsidiary are now, or, to Meridian's knowledge, since January 1, 1993, has or during the past five (5) years have been, represented by any labor union or other employee collective bargaining organization, and Meridian is not, and has never been, a party . Neither the Company nor any Subsidiary are parties to any labor or other collective bargaining agreement with respect to any of the Meridian Employeesagreement, (ii) and there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or or, to the Company's knowledge, threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other such organization, . The Company 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 Subsidiary have performed in all Material respects all obligations required to be performed under all Employment Arrangements and is are not in Material breach or violation of or in Material default or arrears under any of the terms, provisions or conditions thereof. (b) Except as set forth in Section 3.16(b) of the Disclosure Letter, no employee will accrue or receive additional benefits, service or accelerated rights to payments of benefits under any Employment Arrangement, including the right to receive any parachute payment, as defined in Section 280G of the Code, or become entitled to severance, termination allowance or similar payments as a direct result of the transactions contemplated by this Agreement. (c) The Company considers its and each Subsidiary's relationships with employees to be appropriate, and except as set forth in Section 3.16(c) of the Disclosure Letter, neither the Company nor any Subsidiary has experienced a work slowdown or stoppage due to labor problems. Neither the Company nor any Subsidiary has received notice of any claim that it has failed to comply with any federal or state law, or is the subject of any investigation by any federal or state agency to determine compliance with any federal or state law, relating to the employment of labor, including any provisions relating to wages, hours, collective bargaining, the payment of taxes, discrimination, equal employment opportunity, employment discrimination, worker injury and/or occupational safety, nor to the knowledge of the Company is there any basis for such a claim. (d) Neither the Company nor any Subsidiary has conducted, and on or prior to the Effective Time will not conduct, a "plant closing" or "mass layoff" of employees of the Company or any Subsidiary as defined by the Worker Adjustment and Retraining Notification Act of 1988 ("the WARN Act"), 29 U.S.C. 2101-2109 as amended, or discharge, layoff, or reduce the hours of work, of employees in a sufficient number or manner to trigger any state or local law or regulation conditioning or regulating in any manner the discharge, layoff, or reduction in hours of employees or the closing of a facility, plant, workplace, division or department, from the date hereof or through the Effective Time or during the twelve-month period immediately prior thereto.

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.