Existing Employment Arrangements. Except as set forth on Exhibit -------------------------------- ------- 5.01(e) the Company has no employment agreements, labor or collective bargaining ------- agreements and there are no employee benefit or compensation plans, agreements, arrangements or commitments (including, but not limited to, "employee benefit plans", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained by the Company for any employees ----- of the Company or with respect to which the Company has any material liability, or makes or has an obligation to make contributions ("Employee Plans"). -------------- Each Employee Plan that is an employee welfare benefit plan as defined under Section 3(1) of ERISA is funded through an insurance company contract. Each Employee Plan by its terms and operation is in material compliance with all applicable laws and all required material filings with respect to Employee Plans have been made. Neither the Company nor any entity that is or was at any time treated as a single employer with the Company under Section 414(b), (c) (m) or (o) of the Code has at any time maintained, contributed to or been required to contribute to, or has any liability with respect to, any plan subject Title IV of ERISA. The events contemplated by this Agreement (either alone or together with any other event occurring prior to the Closing) will not (w) except as set forth on Exhibit 5.01(e), entitle any employees to severance pay, unemployment --------------- compensation, or other similar payments under any Employee Plan or law, (x) except as set forth on Exhibit 5.01(e), accelerate the time of payment or --------------- vesting or increase the amount of benefits due under any Employee Plan or compensation to any Company employees or (y) result in any payments (including parachute payments) under any Employee Plan or law becoming due to any employee. After giving effect to the termination of 401k plan, as contemplated by Section 7.01(b)(v), the Company, the Merger Subsidiary, the Parent and their respective officers, directors, shareholders, successors and assigns, shall have no liability whatsoever with respect to or arising under or from such Employee Plans (provided, however, that no representation is made hereby with respect to actions taken after the Closing). There are no pending or, to the knowledge of the Shareholders or the Company, threatened strikes, job actions or other labor disputes affecting the C...
Existing Employment Arrangements. (i) Except as set forth on Exhibit 4.01(e) or in the Financial Statements, the Company has no employment agreements, and there are no employee benefit or compensation plans, agreements, arrangements or commitments (including, but not limited to, "employee benefit plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained by the Company for any employees of the Company or with respect to which the Company has liability, or makes or has an obligation to make contributions ("Employee Plans").
Existing Employment Arrangements. Except as set forth on Exhibit K the Company has no employment agreements, labor or collective bargaining agreements or employee benefit or welfare plans. All vacation pay, if any, due to employees of the Company has been fully paid by the Company. No employees of the Company are entitled to any sick pay. The Company has no retirement plans. There are no pending or, to the knowledge of the Company, threatened strikes, job actions or other labor disputes affecting the Company or its employees and there have been no such disputes for the past three years. Also set forth on Exhibit K is a true and complete list of all employees of the Company employed in connection with the Business, which list provides, among other things, the name, residence address, title, job description and salary information concerning each employee.
Existing Employment Arrangements. Except as set forth on Exhibit K the Company has no employment agreements, labor or collective bargaining agreements or employee benefit or welfare plans or retirement plans, in any such case with respect to the Business. All vacation pay, if any, due to employees of the Company who are employed in the Business has been fully paid by the Company, except as set forth on Exhibit K. No employees of the Company who are employed in the Business are entitled to any sick pay, except as set forth on Exhibit K. All vacation pay and sick pay due to employees of the Company who are employed in the Business and terminated by the Company in connection with the transactions contemplated by this Agreement shall be paid in full on the Closing Date. There are no pending or, to the knowledge of the Company, threatened strikes, job actions or other labor disputes affecting the Company or its employees and there have been no such disputes for the past three years. Also set forth on Exhibit K is a true and complete list of all employees of the Company employed in connection with the Business, which list provides, among other things, the name, residence address, title, job description and salary information concerning each employee.
Existing Employment Arrangements. Except as set forth on Exhibit 4.01(e) the Company has no employment agreements, labor or collective bargaining agreements and there are no employee benefit or compensation plans agreements, arrangements or commitments (including, but not limited to, "employee benefit plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained by the Company for any employees of the Company or with respect to which the Company has liability, or makes or has an obligation to make contributions ("Employee Plans"). Each Employee Plan that is an employee welfare benefit plan as defined under Section 3(1) of ERISA is funded through an insurance company contract. Each Employee Plan by its terms and operation is in compliance with all applicable laws and all required filings with respect to Employee Plans have been made. Neither the Company nor any entity that is or was at any time treated as a single employer with the Company under Section 414(b), (c) (m) or (o) of the Code has at any time maintained, contributed to or been required to contribute to, or has any liability with respect to, any plan subject Title IV of ERISA. The events contemplated by this Agreement (either alone or together with any other event) will not (w) entitle any employees to severance pay, unemployment compensation, or other similar payments under any Employee Plan or law, (x) accelerate the time of payment or vesting or increase the amount of benefits due under any Employee Plan or compensation to any Company employees or (y) result in any payments (including parachute payments) under any Employee Plan or law becoming due to any employee. There are no pending or, to the knowledge of the Shareholders or the Company, threatened strikes, job actions or other labor disputes affecting the Company or its employees and there have been no such disputes for the past three years. Also set forth on Exhibit 4.01(e) is a true and complete list of all employees of the Company employed in connection with the Business, which list provides, among other things, the name, residence address, title, job description and salary information concerning each employee.
Existing Employment Arrangements. Except as set forth on Exhibit K the Company has no employment agreements, labor or collective bargaining agreements or employee benefit or welfare plans. The Company has no retirement plans except for a 401K Plan. There are no pending or, to the knowledge of the Company, threatened strikes, job actions or other labor disputes affecting the Company or its employees and there have been no such disputes for the past three years. Also set forth on Exhibit K is a true and complete list of all current employees of the Company employed in connection with the Business, which list provides, among other things, the name, title, job description and salary information
Existing Employment Arrangements. Except as set forth on Exhibit K the Company has no employment agreements, labor or collective bargaining agreements or employee benefit or welfare plans. All vacation pay, if any, due to employees of the Company has been fully paid by the Company. No employees of the Company are entitled to any sick pay. The Company has no retirement plans. There are no pending or, to the knowledge of the Company, threatened strikes, job actions or other labor disputes affecting the Company or its employees and there have been no such disputes for the past three years, except as set forth on Exhibit K. Also set forth on Exhibit K is a true and complete list of all employees of the Company employed in connection with the Business, which list provides, among other things, the name, residence address, title, job description and salary information concerning each employee.
Existing Employment Arrangements. Other than the employment agreement with Dxxxx Xxxxxxxxx, which agreement shall be terminated as of the Closing, no employment agreements, arrangements or understandings between the Company and any other party exist. The Company does not have any labor or collective bargaining agreements or employee benefit or welfare plans. All vacation pay, if any, due to employees of the Company has been fully paid by the Company. No employees of the Company are entitled to any sick pay or days or "employees benefit plan" (as that term is defined in ERISA) and no retirement plans exist. The Company has terminated the employment (and shall indemnify the Investor pursuant to this Agreement from any and all obligations associated with such termination) of any and all employees of the Company.
Existing Employment Arrangements. SCHEDULE 6.16 to this Agreement is a list of all employment contracts and collective bargaining agreements, and all pension, bonus, profit-sharing, deferred compensation, stock option, or other agreements or arrangements providing for employee or outside consultant remuneration or benefits to which Seller is a party or by which Seller is obligated, whether of a legally binding or in the nature of informal understandings. All these contracts and arrangements are in full force and effect, and neither Seller nor to Selling Parties' knowledge, any other party is in default under them. There has been no claims of defaults and, to the best knowledge of Selling Parties, there are no facts or conditions which if continued, or on notice, will result in a default under these contracts or arrangements. There is no pending or, to the best knowledge of Selling Parties, threatened labor dispute, strike or work stoppage affecting Seller's business.
Existing Employment Arrangements. SCHEDULE 6.14 to this Agreement is a list of all employment contracts and collective bargaining agreements, and all pension, bonus, profit-sharing, deferred compensation, stock option, or other agreements or arrangements providing for employee or outside consultant remuneration or benefits of those directly related to the MDP Business to which Seller is a party or by which Seller is obligated, whether legally binding or in the nature of informal understandings. All these contracts and arrangements are in full force and effect, and neither Seller nor Shareholder has Knowledge that any party is in default under them. The Seller has received no oral or written notice of claims of defaults and, to the Knowledge of Selling Parties, there are no facts or conditions which if continued, or on notice, will result in a default under these contracts or
