Existing Employment Contracts. 18 3.19 Interest in Customers, Suppliers and Competitors......................19 3.20
Existing Employment Contracts. Buyer is under no obligation to hire any or all of Seller’s employees but may hire or fire some, none or all of such employees in Buyer’s sole discretion. Schedule 3.8 to this Agreement is a list of the names and addresses of all employees and agents of Seller and the rates of compensation payable to each, a 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 Seller is a party or by which Seller is bound. All these contracts and arrangements are in full force and effect, and neither Seller nor any other party is in default under them. There have been no claims of default and, to the best knowledge of Seller, there are no facts or conditions which if continued, or on notice, will result in a default under these contracts or arrangements.
Existing Employment Contracts. Section 3.17 of the Disclosure Schedule contains a list of all employment contracts and collective bargaining agreements, and all pension, bonus, profit sharing, or other agreements or arrangements providing for employee remuneration or benefits to which Seller is a party or by which they are bound; all of these contracts and arrangements are in full force and effect, and neither Seller nor any other party is in default under them. There have been no claims of defaults and, to the best of Seller's knowledge 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 of Seller's knowledge, threatened labor dispute, strike, or work stoppage affecting the Assets or the Business.
Existing Employment Contracts. Schedule 3.18 sets forth a list and full description of all employment contracts and collective bargaining agreements, and all pension, bonus, retirement, profit-sharing, stock option, or other agreements or arrangements, oral or written, providing for employee remuneration or benefits (including, without limitation, all vacation, termination, severance and leave policies and obligations) to which Cyberworks is a party or by which Cyberworks is bound (collectively, "Employee Plans"). Except as disclosed in Schedule 3.18, for each Employee Plan which is not fully funded, Cyberworks has established reserves on its books to provide for the benefits earned and other liabilities accrued under each such Employee Plan through the Closing Date in amounts sufficient to fully provide for such benefits and liabilities; these reserves have been determined in the same manner as such reserves have been determined for the prior year. True and correct copies of all Employee Plans and records disclosing the costs of providing benefits under, and paying liabilities of, each Employee Plan for the past three years have been provided to Inland. To the Knowledge of Cyberworks, no employee of Cyberworks is in material violation of any term of any employment contract, patent disclosure agreement or noncompetition agreement or any other contract or agreement, or any restrictive covenant, relating to the right of any such employee to be employed by Cyberworks or to use trade secrets or proprietary information of others, and the employment of any employee of Cyberworks does not subject Cyberworks to any liability to any third party. Except as set forth in Schedule 3.18, Cyberworks is not a party to any (a) agreement with any executive officer or other key employee of Cyberworks (i) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Cyberworks in the nature of any of the transactions contemplated by this Agreement, the Articles of Merger and the Agreement of Merger, (ii) providing any term of employment or compensation guarantee or (iii) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment, or (b) agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be materially increased, or the vesting of b...
Existing Employment Contracts. Action does not have any employees, other than its Members and is not a party to any employment contracts, collective bargaining agreements, pension, bonus, profit sharing, stock option, or other agreements or arrangements providing for employee remuneration or benefits.
Existing Employment Contracts. Schedule 6.11 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 Seller is a party or by which Seller is bound. All of these contracts and arrangements are in full force and effect, and neither Seller nor any other party is in default under them. There have been no claims of defaults and, to Seller's knowledge, 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 Seller's knowledge, threatened labor dispute, strike or work stoppage affecting the Business.
Existing Employment Contracts. Section 4.19 of the Disclosure Schedule sets forth a list of all employment contracts and collective bargaining agreements with respect to which the Company is a party or by which it is bound. All of these contracts and arrangements are in full force and effect, and no party is in default under it. There have been no claims of defaults and to the Knowledge of PMC and Shareholder 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 threatened labor dispute, strike, or work stoppage. There are no unfair labor practice or other administrative or court proceedings pending or threatened between the Company and its employees, nor to the Knowledge of PMC and Shareholder is there any basis for any such proceeding.
Existing Employment Contracts. SCHEDULE 6.28 to this Agreement is a list of all employment contracts and collective bargaining agreements, and all pension, bonus, profit-sharing, stock option, medical, health and welfare plans, or other agreements or arrangements providing for employee remuneration or benefits to which Seller is a party or by which Seller is bound. All these contracts and arrangements are in full force and effect, and neither Seller nor any other party is in default under them. There have been no claims of defaults and, to the best of Selling Parties' knowledge, 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 of Selling Parties' knowledge, threatened labor dispute, strike, or work stoppage affecting Seller's business. Seller has no "employee pension benefit plans" (as such term is defined in Section 3(2) of the Employee Retirement Income Security Act). 6.29
Existing Employment Contracts. The Company has no employment contracts, collective bargaining agreements or similar arrangements except those described on Schedule 3.10. All such ------------- contracts and arrangements are in full force and effect, and neither the Company, nor, to the Principal Stockholders' Knowledge, any other Person is in default under any such contract or arrangement. There is no pending or, to the Principal Stockholders' Knowledge, threatened labor dispute, strike or work stoppage affecting the Business.
Existing Employment Contracts. To the best of NAG's knowledge, (a) ----------------------------- OMO is not a party to any written or oral collective bargaining agreement or other contracts with any labor union, and (b) OMO has no employment contracts, pension, profit sharing or bonus plans for employees which cannot be terminated by the employer without payment and on not more than fifteen (15) days' notice, except for the Employment Agreement with Don.
