Employment Contracts and Benefits. Except as otherwise provided for in any Parent Employee Benefit Plan: (a) none of the Parent Companies is subject to or obligated under any consulting, employment, severance, retention, termination or similar arrangement, any employee benefit, incentive or deferred compensation plan with respect to any Person, or any bonus, profit sharing, pension, stock option, stock purchase or similar plan or other arrangement or other fringe benefit plan entered into or maintained for the benefit of employees of any of the Parent Companies or any other Person; and (b) no employee of any of the Parent Companies or any other Person owns, or has any right granted by any of the Parent Companies to acquire, any interest in any of the assets or business of any of the Parent Companies.
Employment Contracts and Benefits. Except as set forth in the PRIZE DISCLOSURE SCHEDULE or otherwise provided for in any Prize Employee Benefit Plan: (a) none of the Prize Companies is subject to or obligated under any consulting, employment, severance, termination or similar arrangement, any employee benefit, incentive or deferred compensation plan with respect to any Person, or any bonus, profit sharing, pension, stock option, stock purchase or similar plan or other arrangement or other fringe benefit plan entered into or maintained for the benefit of employees of any of the Prize Companies or any other Person; and (b) no employee of any of the Prize Companies or any other Person owns, or has any right granted by any of the Prize Companies to acquire, any interest in any of the assets or business of any of the Prize Companies.
Employment Contracts and Benefits. Exhibit N to this Agreement is a list of all employment contracts and collective bargaining agreements and all pension, bonus, profit-sharing, stock option, or other agreements or arrangements providing for employee remuneration or benefits to which Branson (or its subsidiaries) is a party or by which Branson (or its subsidiaries) is bound. All such contracts and arrangements are in full force and effect (except at the Closing, those required to be terminated pursuant to this Agreement or terminating prior to the Closing Date in accordance with their terms), and neither Branson (or its subsidiaries, if a party) nor any other party is in default under any of them. There have been no claims of default and, to the best of Branson's knowledge, there are no facts or conditions that if continued, or unnoticed, will result in a default under such contracts or arrangements. There is no pending or, to Branson's knowledge, threatened labor dispute, strike, or work stoppage affecting Branson or the Branson Business. Branson has complied with all applicable laws for its employee benefit plans, including the provisions of the Employee Retirement Income Security Act (ERISA), if and to the extent applicable; there are no threatened or pendinq claims by or on behalf of any such benefit plan, by or on behalf of any employee covered under any such plan, or otherwise involving any such benefit plan, that allege a breach of fiduciary duties or violation of other applicable state or federal law, nor is there, to Branson's knowledge, any basis for such a claim. Branson has not entered into any severance or similar arrangement in respect of any present or former employee that will result in any obligation, absolute or contingent, of AGTI or Branson (or its subsidiaries), to make any payment to any present or former employee following termination of employment.
Employment Contracts and Benefits. Except as otherwise provided for in any Company Employee Benefit Plan: (a) none of the Target Companies is subject to or obligated under any consulting, employment, severance, retention, termination or similar arrangement, any employee benefit, incentive or deferred compensation plan with respect to any Person, or any bonus, profit sharing, pension, stock option, stock purchase or similar plan or other arrangement or other fringe benefit plan entered into or maintained for the benefit of employees of any of the Target Companies or any other Person; and (b) no employee of any of the Target Companies or any other Person owns, or has any right granted by any of the Target Companies to acquire, any interest in any of the assets or business of any of the Target Companies.
Employment Contracts and Benefits. Except as otherwise provided for in any Company Benefit Plan and except for the employee and executive severance programs and agreements described in Section 3.18 of the Company Disclosure Schedule (the “Company Severance Programs”): (a) none of the Target Companies is subject to or obligated under any consulting, employment, severance, termination or similar arrangement, any employee benefit, incentive or deferred compensation plan with respect to any Person, or any bonus, profit sharing, pension, stock option, stock purchase or similar plan or other arrangement or other fringe benefit plan entered into or maintained for the benefit of employees of any of the Target Companies or any other Person; and (b) no employee of any of the Target Companies or any other Person owns, or has any right granted by any of the Target Companies to acquire, any interest in any of the assets or business of any of the Target Companies.
Employment Contracts and Benefits. (i) Section 4(r) of the Redwood Empire Disclosure Schedule lists all bonus, incentive compensation, profit-sharing, pension, retirement, stock purchase, stock option, deferred compensation, severance, hospitalization, medical, dental, vision, group insurance, death benefits, disability and other fringe benefit plans, trust agreements, arrangements and commitments which Redwood Empire maintains, contributes to or has any outstanding liability in respect of (including but not limited to such plans, agreements, arrangements and commitments applicable to former employees or retired employees, or for which such persons are eligible), if any (the “Benefit Plans” and each a “Benefit Plan”), and any and all contracts of employment and has made available to Westamerica any Board of Directors’ minutes (or committee minutes) authorizing, approving or guaranteeing such Plans and contracts. There are no agreements or understandings, either written or oral, between Redwood Empire and any person which would result in the payment of any consideration as a result of any of the transactions contemplated by this Agreement other than as disclosed in Section 4(r) of the Redwood Empire Disclosure Schedule. Redwood Empire has heretofore delivered to Westamerica true, correct and complete copies of each Benefit Plan, and with respect to each such Benefit Plan true, correct and complete copies of (a) any associated trust, custodial, insurance or service agreements, (b) any annual report, actuarial report, or disclosure materials (including specifically any summary plan descriptions) submitted to any governmental agency or distributed to participants or beneficiaries thereunder in the current or any of the three (3) preceding calendar years and (c) the most recently received IRS determination letters and any governmental advisory opinions, rulings, compliance statements, closing agreements, or similar materials specific to such Benefit Plan.
Employment Contracts and Benefits. Section 3.29.2 of the Target Disclosure Schedule contains a complete and accurate list of all employment contracts and collective bargaining agreements, and all pension, bonus, profit-sharing, stock option, or other agreements or arrangements providing for employee remuneration or benefits to which Target or any Target Subsidiary is a party or by which Target or any Target Subsidiary is bound. All these contracts and arrangements are in full force and effect, and neither Target nor any Target Subsidiary, nor, to the Knowledge of Target, any other party is in default under them. There have been no claims of defaults and, to Target’s knowledge, there are no facts or conditions that if continued, or on notice, will result in a default under these contracts or arrangements. There is no pending or, to Target’s knowledge, threatened labor dispute, strike, or work stoppage affecting Target’s or any Target Subsidiary’s business. Target and each Target Subsidiary have complied with all applicable laws for each of their respective employee benefit plans, including the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA ”), as amended, if and to the extent applicable. To the Knowledge of Target, there are no threatened or pending claims by or on behalf of any such benefit plan, by or on behalf of any employee covered under any such plan, or otherwise involving any such benefit plan, that allege a breach of fiduciary duties or violation of other applicable state or federal law; nor is there, to Target’s knowledge, any basis for such a claim. Except as set forth in Section 3.29.2 of the Target Disclosure Schedule, neither Target nor any Target Subsidiary has entered into any severance or similar arrangement with any present or former employee that will result in any obligation, absolute or contingent, of Buyer, Target, or any Target Subsidiary, to make any payment to any present or former employee following termination of employment.]
Employment Contracts and Benefits. 3.28.1. Set forth in Schedule 3.28 is a list of all persons who are employed by ESCO or Holdings on the date hereof, together with their then existing rate of compensation, title, original date of hire and vacation benefits. Except as set forth in Schedule 3.28, none of the employees listed has indicated his or her intention to cancel or otherwise terminate his or her relationship with ESCO or Holdings or his or her intention not to be employed by ESCO or Holdings following the Close. Schedule 3.28 contains a list and description of all employment contracts and collective bargaining agreements, and all pension, bonus, profit-sharing, stock option, or other agreements or arrangements providing for employee remuneration or benefits to which either ESCO or Holdings is a party or by which ESCO or Holdings is bound. All these contracts and arrangements are in full force and effect, and neither ESCO, Holdings nor any other party is in default under them. There have been no claims of defaults and, to the best knowledge of the Sellers, there are no facts or conditions that if continued, or on notice, will result in a default under these contracts or arrangements. There is no pending or, to the Sellers' knowledge, threatened labor dispute, strike, or work stoppage affecting the business of ESCO or Holdings. ESCO and Holdings have each complied in all material respects with all applicable laws for each of its employee benefit plans, including the provisions of the Employee Retirement Income Security Act (ERISA) if and to the extent applicable. There are no pending or to the Sellers' knowledge threatened, claims by or on behalf of any such benefit plan, by or on behalf of any employee covered under any such plan, or otherwise involving any such benefit plan, that allege a breach of fiduciary duties or violation of other applicable state or federal law, nor is there, to the Sellers' knowledge, any basis for such a claim. Except as set forth on Schedule 3.28, neither ESCO nor Holdings have entered into any severance or similar arrangement in respect to any present or former employee that will result in any obligation, absolute or contingent, of the Buyers, ESCO or Holdings, to make any payment to any present or former employee following termination of employment.
Employment Contracts and Benefits. 17 4.17 Fees............................................................ 18 4.18 Environmental Laws.............................................. 18 4.19 Disclosure of Confidential Information to Others; Restrictive Agreements.......................................... 18
Employment Contracts and Benefits. (a) The Seller is not a party to any contract or agreement with any labor organization, and the Seller has not agreed to recognize any union or other collective bargaining unit, and no union or other collective bargaining unit has been certified as representing any of the employees of the U.S.
