Labor and Employee Benefit Matters. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Companies are in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, (ii) there is no unfair labor practice complaint against the Companies pending before the National Labor Relations Board, (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the Knowledge of the Seller, threatened against the Companies, (iv) there are no unpaid dues, assessments, fines or other expenses regarding the Companies relating to any union violation, audit and/or issue, and (v) except as set forth on Section 2.12(a)(v) of the Company Disclosure Letter, there are no collective bargaining or other labor union Contracts to which the Companies are a party or by which the Companies are bound.
(b) Section 2.12(b) of the Company Disclosure Letter sets forth a list as of the date of this Agreement of each material “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) sponsored, maintained, or contributed to by the Companies in which present or former employees of the Companies (the “Company Employees”) participate or for which the Companies have any material liability (collectively, the “Benefit Plans”). Except as set forth in Section 2.12(b) of the Company Disclosure Letter, no Benefit Plan is a “defined benefit plan,” “multiple employer welfare arrangement,” “multiple employer plan,” or “multiemployer plan,” as such terms are defined in ERISA or the Code.
(c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Benefit Plans are in compliance with all applicable requirements of ERISA, the Code, and other applicable Laws and have been administered in accordance with their terms and such Laws.
(d) There are no pending or, to the Knowledge of the Seller, threatened, claims with respect to any Benefit Plans, other than ordinary and usual claims for benefits by participants and beneficiaries, that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(e) The Companies do not have any material obligation to provide health or welfare benefits to former Company Employees, except to avoid excise tax under Section 4...
Labor and Employee Benefit Matters. Seller is not a party to any agreement with any labor organization. Seller has not maintained or sponsored for any employee or former employee of Seller any fringe or benefit plans, including without limitation, any retirement, pension, profit sharing, thrift-savings, non-qualified deferred compensation, incentive compensation, stock bonus, stock option (qualified or non-qualified), cash bonus, employee stock ownership (including, without limitation, payroll related employee stock ownership), insurance, medical, welfare or vacation plans of any kind and any "employee benefit plan" (as defined in Section 3(3) of Title I of the Employment Retirement Income Security Act of 1974, as amended ("ERISA") or any voluntary employees' beneficiary association (as defined in Section 501(c)(9) of the Internal Revenue Code) or combination of the foregoing. Seller has not incurred any accumulated funding deficiency within the meaning of ERISA or any liability to the Pension Benefit Guaranty Corporation established under ERISA, nor has any tax been assessed against Seller for the alleged violation of the Internal Revenue Code with respect to the Business or its operation.
Labor and Employee Benefit Matters. (a) Prior to the Closing Date, Contributor shall become the employer of all persons employed as of the date of this Agreement by Kemmerer (the “Transferred Employees”) and, as of the Closing, Kemmerer shall have no employees (the “Employee Transfer”).
(b) Prior to the Closing Date, Kemmerer shall have (i) validly assigned to Contributor, and Contributor shall have validly assumed, any and all of Xxxxxxxx’x obligation under that certain Western Coal Wage Agreement of 2012 (the “CBA”), between Xxxxxxxxxxxx Kemmerer, Inc. and the International Union United Mine Workers of America, in each case after obtaining all consents and approvals required for such valid assignment and assumption (the “CBA Assignment”), and (ii) Contributor shall have validly assumed any and all liabilities associated with the Transferred Employees or arising with respect to the employment by Kemmerer of the Transferred Employees or any other persons previously employed by Kemmerer, including, but not limited to, any and all post retirement pension, medical, and other benefit liabilities (the “Employee Liabilities Assumption,” and together with the Employee Transfer and the CBA Assignment, the “Employee Matters Condition”). As of the Closing, Kemmerer shall have no continuing obligations or liabilities associated with the Transferred Employees or arising with respect to the employment by Kemmerer of the Transferred Employees or any other persons previously employed by Kemmerer, including, but not limited to, any and all post retirement pension, medical, and other benefit liabilities, other than any obligations of the Partnership arising pursuant to that certain Services Agreement, effective as of January 1, 2015 (the “Services Agreement”), by and between the General Partner and the Partnership for services provided to the Partnership by the General Partner pursuant to the terms of such agreement.
Labor and Employee Benefit Matters. (a) Schedule 2.10 hereto contains a true and complete list of (i) each plan, program, policy, payroll practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, performance awards, stock or stock-related awards, fringe benefits or other employee pension or welfare benefits of any kind, whether formal or informal, funded or unfunded, written or oral and whether or not legally binding, which is now sponsored, maintained, contributed to or required to be contributed to, by the Company or pursuant to which the Company has, or could reasonably be expected to have, any liability, including, without limitation, any "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (each a "Benefit Plan"); and (ii) each management, employment, bonus, option, equity (or equity related), severance, consulting, noncompete, confidentiality or similar agreement or contract currently in effect between the Company and any current, former or retired employee, officer, consultant, independent contractor, agent or partner of the Company (each an "Employee Agreement"). The Company does not currently sponsor, maintain, contribute to, nor is it required to contribute to, nor has the Company ever sponsored, maintained, contributed to or been required to contribute to, or incurred any liability to,
(i) any "defined benefit plan" (as defined in ERISA Section 3(35)), (ii) any "multiemployer plan" (as defined in ERISA Section 3(37)) or any plan that has two or more contributing sponsors at least two of whom are not under common control (within the meaning of Section 4063 of ERISA), (iii) any plan that is, is intended to be, or has ever been treated as a "qualified plan" (within the meaning of Section 401(a) of the Code) or any plan that is, is intended to be, or has ever been treated as a plan subject to Title IV of ERISA, or (iv) any Benefit Plan or Employee Agreement which provides, or has any liability to provide, life insurance, medical, severance or other employee welfare benefits to any employee (or spouse or dependent thereof) upon or following the employee's retirement or termination of employment, except as required by Section 4980B of the Code or Part 6 of Title I of ERISA.
(b) The Company is not and has never been (i) a member of a "controlled group of companies," under "common control" or an "affiliated service group" within the meaning of Sections 414(b)...
Labor and Employee Benefit Matters. 7.1 Offers of Employment
7.2 Retention of Business Employees
Labor and Employee Benefit Matters. Each of Seller and the Project Company Related Parties have no employees and never have had any employees.
Labor and Employee Benefit Matters. (a) Except as set forth in Section 3.21(a) of the Sagicor Disclosure Schedule, no member of the Sagicor Group has a labor union or any other collective bargaining unit, and, to Sagicor’s Knowledge, there are no threatened in writing attempts to organize a labor union or for collective bargaining purposes by any group of employees of the Sagicor Group. Except as set forth in Section 3.21(a) of the Sagicor Disclosure Schedule, there is no collective bargaining agreement or any other contract with a union or other labor organization that covers any employees of the Sagicor Group, and no such Contract is currently being negotiated. There is no pending or, to Sagicor’s Knowledge, threatened in writing strike, work stoppage, slowdown or lockout against any member of the Sagicor Group.
(b) With respect to each material benefit (including pension, severance, bonus, profit- sharing, incentive, stock purchase, stock option, welfare, retirement, defined benefit, salary reduction, deferred compensation, savings, insurance, worker’s compensation, disability benefits, vacation and holiday but excluding arrangements maintained by a Governmental Authority or mandated by applicable Law) plan that (a) is maintained, administered or contributed to by a Sagicor Group member and (b) covers any current or former employees of such of such Sagicor Group member (each a “Sagicor Benefit Plan”), such Sagicor Benefit Plan is maintained in all material respects in compliance with its terms and with the requirements prescribed by all applicable Laws, except as would not reasonably be expected to have a Sagicor Material Adverse Effect. Except as would not reasonably be expected to have a Sagicor Material Adverse Effect or as required by applicable Law, the Sagicor Group has no current projected liability with respect to post-employment or post-retirement health or medical or life insurance benefits for retired or former employees of the Sagicor Group.
(c) Except as set forth in Section 3.21 of the Sagicor Disclosure Schedule, each Sagicor Benefit Plan that is a funded plan or that is a defined benefit pension plan is fully funded on both a going concern and solvency basis pursuant to the actuarial assumptions and methodology utilized in the most recent actuarial valuation for that Sagicor Benefit Plan.
Labor and Employee Benefit Matters. Attached as Schedule 6.12 is a true and complete list as of the date hereof, showing the names of all employees of Seller, their position entitling them to such compensation, identification of any employment contract with such employee, and designating any such employee about whom Seller have any written notice or actual knowledge of any existing or past occupational disease symptom. Seller is not a party to any agreement with any labor organization. Seller sponsors no employee benefit plan and have not incurred any accumulated funding deficiency within the meaning of the Employee Retirement Income Security Act of 1974 or any liability to the Pension Benefit Guaranty Corporation established under such Act, nor has any tax been assessed against them for the alleged violation of the Internal Revenue Code with respect to the Business or their operations. Buyer shall incur no liability whatsoever in connection with any employee benefit plan of Seller. Seller shall have complied with all continuation of health care and similar requirements (i.e., COBRA) of the Internal Revenue Code and the Employee Retirement Income Security Act of 1974, as amended, with respect to all current and former employees of the Business. No former employee (or dependent) of Seller is (a) currently exercising COBRA rights for continuation health care coverage, or (b) has claimed or will be eligible to claim retiree health care or similar benefits. Seller has not enrolled any individuals under this retirement, group medical or other benefit plans who were not eligible for benefits or coverage under such plans. Seller shall have complied with all notice and other requirements of the Federal WARN Act or any similar state law with respect to all current and former employees.
Labor and Employee Benefit Matters. Compliance with Laws. 3.12 Insurance.
Labor and Employee Benefit Matters. (a) Except as disclosed in Schedule 4.14(a), Seller has no Contracts of employment with any employee of the Business, Seller is not a party to or subject to any collective bargaining agreements with respect to the Business and there are no strikes, collective bargaining disputes, work stoppages, boycotts, or picketing activities pending or, to the knowledge of Seller, threatened against Seller with respect to the Business. Set forth on Schedule 4.14(a) is a true and complete list of all employees of the Business as of the Closing Date, in each case with their job titles, age, length of service, benefits, bonus entitlement, and compensation. Schedule 4.14(a) also identifies any employee who is on leave of absence together with the reason for such employee’s leave and such employee’s expected date of return to work. Schedule 4.14(a) also identifies any employees who, have stated that they will resign or retire or cease to provide work or services as a result of the sale of the Acquired Assets to Buyer. Seller has materially complied with, and is in material compliance with, all federal, provincial and local laws, rules and regulations with respect to employment, employment or labor standards, terms and conditions of employment, wages and hours, workplace health and safety, collective bargaining, employment discrimination, sexual harassment, worker’s compensation or workplace safety and insurance, human rights, occupational health and safety, and the payment or withholding of employment or unemployment insurance, Canada Pension Plan and other Taxes, and there are no actions, suits, charges, complaints, grievances, proceedings, investigations or audits pending or, to the knowledge of Seller, threatened against Seller with respect to the Business in connection therewith. Table of Contents (b) Since the year ended December 31, 2012, no payments have been made or authorized to employees, contractors, consultants or agents of the Business except at regular rates of remuneration and in the ordinary course of business. There are no outstanding loans or advances made or granted by Seller to any employee, contractor, consultant or agent of the Business, except for travel advances made to employees in the ordinary course of business.
