Employment Matters; Employee Benefits. (a) It is understood and agreed that nothing in this Section 6.10 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give Limestone’s or any of its Subsidiaries’ employees any rights other than as employees at will under applicable law, and Limestone’s and its Subsidiaries’ employees shall not be deemed to be third-party beneficiaries of this Agreement. Employees of Limestone or any of its Subsidiaries who become employees of Peoples as a result of the Merger shall participate in either Limestone’s Compensation and Benefit Plans (for so long as Peoples determines necessary or appropriate) or in the employee benefit plans sponsored by Peoples for Peoples’ employees (with credit for their years of service with Limestone or its Subsidiaries for participation and vesting purposes under Peoples’ applicable plans, including credit for years of service and for seniority under vacation and sick pay plans and programs, but subject to the eligibility and other terms of such plans. In addition, to the extent Limestone’s employees participate in Peoples’ group health plan (instead of continued participation in Limestone’s group health plan), Peoples agrees (i) to waive all restrictions and limitations for pre-existing conditions under Peoples’ group health plan and applicable insurance policy and (ii) any eligible expenses incurred by such Limestone employees and his or her covered dependents shall be taken into account under Peoples’ group health plan to the extent such eligible expenses were incurred during the plan year of Peoples’ group health plan in which the Closing Date occurs for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable.
(b) Subject to any applicable regulatory restrictions, Peoples shall pay to each employee of Limestone or its Subsidiaries who (i) is not subject to an existing contract providing for severance and/or a change in control payment, (ii) is an employee of Limestone or any of its Subsidiaries immediately before the Effective Time, (iii) has been an employee of Limestone or any of its Subsidiaries for at least six months prior to the Effective Time, (iv) is not offered continued employment by Peoples or any of its Subsidiaries after the Effective Time, and (v) who signs and delivers Peoples’ standard form of termination and release agreement, a severance amount equal to two weeks of pay, at their base rate of pay in effect at the time of termi...
Employment Matters; Employee Benefits. (a) Schedule 3.17 hereto sets forth a complete and correct list of all ------------- the names, current annual rates of salary, bonuses, employee benefits, accrued vacation times, sick pay and other compensation, date of hire and location of all the current employees, consultants, contractors and agents of Leardata who provide services in connection with the Business. Except for the Special Bonus Payments Amount, none of such persons has received or will receive an increase in salary or other compensation from Leardata prior to the Closing Date. Except as set forth on Schedule 3.17 hereto, there are no employment or consulting ------------- contracts or arrangements, including pensions, bonus or profit sharing plans, or other severance or termination contracts or arrangements which constitute contractual obligations of Leardata not terminable on 10 days' notice. There are no collective bargaining agreements with any union or other bargaining group for any of Leardata's employees, nor is Leardata aware of any efforts by its employees or contractors to organize or participate in any of the foregoing. To Leardata's knowledge, no employee or contractor is in violation of any of its obligations to, or any employment agreement with, a prior employer. No key employee, consultant or contractor of Leardata has left Leardata since the Balance Sheet Date and no current key employee or contractor has indicated any present or future intention to terminate its, his or her employment with Leardata. Leardata has made available to Purchaser true and correct copies of all performance reviews conducted of the persons set forth on Schedule 3.17. -------------
(b) Leardata has complied with all provision of Law pertaining to the employment and terminating of employees and the hiring and terminating of consultants and contractors, including, without limitation all such Laws relating to labor relations, equal employment practices, fair employment practices, entitlements, prohibited discrimination, terms and conditions of employment, wages and hours, independent contractor classification, withholding requirements or other similar employment or hiring practices or acts, and Leardata is not engaged in any unfair labor practices and is not a party to any Action involving a violation or alleged violation of any of any of the foregoing Laws. Without limiting the generality of the foregoing, Leardata has complied in all respects with the WARN Act, COBRA, the Immigration and Nationality...
Employment Matters; Employee Benefits. (a) The Disclosure Schedule sets forth a complete and correct list of all the names, current annual rates of salary, bonuses, employee benefits, accrued vacation times, sick pay and other compensation of all the present employees and agents (other than Independent Agents) of LD Services who provide services in connection with the Business and whose current annual cash compensation from LD Services (salary and bonus) is expected to equal or exceed $2,000. No employee or agent of LD Services is in violation of any term of any employment
(b) The Disclosure Schedule contains a complete and correct list of all Employee Benefit Plans. LD Services has delivered to IXC-LD or its Representatives complete and correct copies of all written Employee Benefit Plans, together with all amendments thereto. All such Employee Benefit Plans comply with the provisions of and have been administered in compliance with the provisions of the ERISA and LD Services is not in default under or in violation of any of such Employee Benefit Plans.
(c) The Disclosure Schedule contains a list of all Independent Agents of LD Services. The Independent Agent Agreements also listed on the Disclosure Schedule represent valid and binding agreements and obligations of each of the Independent Agents fully enforceable by LD Services. No Independent Agent has terminated his or her relationship with LD Services since the Balance Sheet Date, and, except as contemplated by this Agreement, no Independent Agent has indicated any present or future intention to terminate his or her relationship with LD Services.
Employment Matters; Employee Benefits. 3.7.1. Schedule 3.7 contains a complete list of the names, positions and rates of compensation of all Persons employed by Seller as of the date of this Agreement who are primarily employed with respect to the Business. Except as set forth on Schedule 3.7, Seller is not a party to any employment agreement, written or oral, relating to employees of the Business which cannot be terminated at will by Seller.
3.7.2. Except as described on Schedule 3.7, there are no collective bargaining agreements applicable to any Persons employed by Seller who render services in connection with the Business, and Seller has not bargained, and has no duty to bargain, with any labor organization with respect to any such Persons.
3.7.3. There is not pending any demand for recognition or any other request or demand from a labor organization for representative status with respect to any Persons employed by Seller that render services in connection with the Business.
3.7.4. With respect to any Persons employed by Seller that render services in connection with the Business, Seller is in material compliance with all applicable Legal Requirements respecting employment conditions and practices, has withheld all amounts required by any applicable Legal Requirements or Contracts to be withheld from wages or salaries, and is not liable for any arrears of wages or any Taxes or penalties for failure to comply with any of the foregoing.
3.7.5. Neither Seller nor any Employee Benefit Plan or Multiemployer Plan (as those terms are defined in ERISA) maintained by Seller or to which Seller has or has had the obligation to contribute is in violation of the provisions of ERISA. No reportable event, within the meaning of Section 4043 of ERISA, has occurred and is continuing with respect to any such Employee Benefit Plan or Multiemployer Plan. No prohibited transaction, within the meaning of Title I of ERISA, has occurred with respect to any Employee Benefit Plan or Multiemployer Plan. Except as disclosed on Schedule 3.7, Seller has not had and does not currently have any pension, profit sharing, post-retirement or other employee benefit plan relating to employees of the Business.
Employment Matters; Employee Benefits. 13. Transactions with Affiliated Parties. 14. Taxes. 15. Pending Litigation. 16. Permits. 17. Insurance.
Employment Matters; Employee Benefits. The Disclosure Schedule sets forth a complete and correct list of all the names, current annual rates of salary, bonuses, accrued vacation benefits, accrued sick pay and other compensation of all the present employees and agents (including independent contractors) of WhiteBarn who provide services to WhiteBarn or in connection with WhiteBarn's business and whose current annual cash compensation from WhiteBarn (including salary and bonus) is expected to equal or exceed $2,000. To WhiteBarn's knowledge, no employee or agent of WhiteBarn is in violation of any term of any employment contract, confidentiality agreement or other contract or agreement relating to the relationship of such employee with WhiteBarn, or with any other party, because of the nature of WhiteBarn's business now conducted or proposed to be conducted by WhiteBarn. Except as disclosed in the Disclosure Schedule, there are no employment or consulting contracts or arrangements, including Employee Benefit Plans, bonus or profit sharing plans, or other severance or termination contracts or arrangements which constitute contractual obligations of WhiteBarn not terminable on 30 days' notice. As of the date hereof, no key employee or independent contractor of WhiteBarn has terminated his or her relationship with WhiteBarn since the Balance Sheet Date, and as of the date hereof, to WhiteBarn's knowledge, no current key employee or independent contractor has indicated any present or future intention to terminate his or her relationship with WhiteBarn.
Employment Matters; Employee Benefits. 14 3.18 Transactions with Affiliated Parties..................... 15 3.19
Employment Matters; Employee Benefits. 28 6.17 Consents...................................................30 6.18
Employment Matters; Employee Benefits. 53 6.11 Notification of Certain Matters; Disclosure Supplements .......................................... 55 6.12 Data Conversion.......................................................................................................... 56 6.14
Employment Matters; Employee Benefits. (a) It is understood and agreed that nothing in this Section 6.10 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give Citizens or any of its Subsidiaries’ employees any rights other than as employees at will under applicable law, and Citizens’ and its Subsidiaries’ employees shall not be deemed to be third-party beneficiaries of this Agreement. Employees of Citizens or any of its Subsidiaries who become employees of City as
(b) Subject to any applicable regulatory restrictions, City shall pay to each employee of Citizens or its Subsidiaries who (i) is not subject to an existing contract providing for retention, severance and/or a change in control payment, (ii) is an employee of Citizens or any of its Subsidiaries immediately before the Effective Time, (iii) is not offered continued employment by City or any of its Subsidiaries after the Effective Time in Versailles, Frankfort or Lexington, Kentucky or remotely, with pay and responsibilities comparable those the employee had prior to the Effective Time, or is terminated without cause within 12 months immediately following the Effective Time, and (iv) who sign and deliver City’s standard form of termination and release agreement, a severance amount equal to one week of pay, at their base rate of pay in effect at the time of termination, multiplied by the number of whole years of service of such employee with Citizens or any of its Subsidiaries, less applicable local, state and federal tax withholding; provided, however, that the minimum severance payment shall equal ten weeks of base pay, and the maximum severance payment shall not exceed 26 weeks of base pay. Such severance pay shall be paid in a lump sum within 14 days following the employee’s termination, provided that such employee has not been terminated for cause. For any employee of Citizens or its Subsidiaries participating in Citizens’ group health program at the Effective Time who is entitled to a severance payment, the employee will be able to purchase health insurance coverage at the full premium rate for the entire COBRA period; City will pay the cost of COBRA coverage for such employees for a period equal to the number of weeks such employee is entitled to severance.
(c) Prior to the Effective Date, but after the receipt of the last to be obtained of either the Requisite Citizens Vote and the regulatory approvals required by Section 7.01(b) of this Agreement, the Citizens Board shall adopt a re...
