Labor and Employee Benefits Matters. (a) None of the Companies (i) has or has had any employees, (ii) engages or has engaged any individual (or entity wholly owned by an individual) as a consultant or independent contractor or (iii) maintains, sponsors or contributes to, or has maintained, sponsored or contributed to, or has, or has had, any liability or potential liability with respect to, any Benefit Plan. Each individual who has provided services to any Company or with respect to any of the Company Assets has been paid in full, and as of Closing will have been paid in full, for such services.
(b) Neither Seller, any of the Companies nor any of their respective Affiliates nor any of the Company Assets is a party or subject to, or bound by, a collective bargaining agreement or any other contract, agreement or understanding with a labor union or representative of employees or individuals who provide services to it. There is no employment- or labor-related claim or Proceeding pending or, to Seller’s Knowledge, threatened against any of the Companies or with respect to any of the Company Assets. There are no, and there have never been any, strikes, lockouts or work stoppages existing or, to Seller’s Knowledge, threatened, with respect to any of the Companies or the Company Assets. Seller, the Companies, and each of their respective Affiliates are, and have since at least January 1, 2016 been, in compliance in all material respects with all Laws with respect to labor and employment (including all such Laws regarding wages and hours, classification of employees and contractors, anti-discrimination, anti-retaliation, recordkeeping, employee leave, Tax withholding and reporting, immigration and safety).
(c) The execution and delivery of this Agreement or any Transaction Documents and the consummation of the transactions contemplated hereby or thereby will not (either alone or in connection with any other event): (i) entitle any current or former individual employee, contractor, manager or officer of any of the Companies to severance pay or any other payment; (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation due to any such individual; (iii) increase the amount payable under or result in any other material obligation pursuant to any Benefit Plan; or (iv) result in payments of money or property, acceleration of benefits or provisions of other rights that have or will be made that, in the aggregate, would be reasonably likely to result in imposition of the...
Labor and Employee Benefits Matters. (a) Section 4.11(a) of the Sellers Disclosure Schedule contains a true and complete list, by country, of (i) all material Seller Employee Plans and (ii) all employment agreements or other commitments for employment or engagement by the Sellers or their Affiliates with respect to Employees that deviate in any material respect from the standard form of offer letter for the applicable jurisdiction or provide for retention, severance or change in control payments or benefits to the Employees, excluding in each case Seller Employee Plans (collectively, the “Special Arrangements”). The Sellers have provided the Purchaser with a true and complete copy of the plan document or summary plan description of each material Seller Employee Plan and Special Arrangement or, if such plan document or summary plan description does not exist, an accurate written summary of the material terms of such Seller Employee Plan and Special Arrangement.
(b) The information contained in Section 4.11(b) of the Sellers Disclosure Schedule in respect of the Employees (the “Employee Information”) is accurate in all material respects as of the date hereof, and sets forth with respect to each Employee (except where that is not permissible under applicable data privacy Laws): (i) unique identifier, (ii) service date, (iii) job title/position, (iv) annual base salary and annual target incentive, (v) work location, (vi) visa type, if any, and expiry date (vii) the applicable Collective Labor Agreement, if any, (viii) leave status, reason for the leave, the start date of the leave and expected return date, (ix) vacation accrual rate, (x) status as full-time or part-time, (xi) home country of residence, (xii) Job Complexity Indicator, (xiii) country of payroll, (xiv) sales indicator, (xv) Exempt/Non-Exempt status (for Employees in the United States only), (xvi) payment currency, (xvii) department/function to the extent applicable, (xviii) work schedule, (xix) whether such Employee has any individual agreement as to length of notice or severance payment required to terminate his or her employment other than as results by Law from the employment of an employee without an individual agreement as to notice or severance or a Seller Employee Plan as a result of which there could be a payment to such employee in excess of $50,000 in addition to such payment required by applicable Law or such Seller Employee Plan. Such information shall be updated in accordance with the requirements of Section 7.4(c).
(c)...
Labor and Employee Benefits Matters. (a) Section 4.11(a) of the Sellers Disclosure Schedule contains a list of all material Seller Employee Plans. The Sellers have provided the Purchaser with a true and complete copy of the plan document or summary plan description of each Seller Employee Plan or, if such plan document or summary plan description does not exist, an accurate written summary of such material Seller Employee Plan.
(b) The information contained in Section 4.11(b) of the Sellers Disclosure Schedule in respect of the Employees (the “Employee Information”) is accurate in all material respects as of the date hereof, and sets forth with respect to each Employee (except where that is not permissible under applicable data privacy Laws): (i) unique identifier, (ii) service date, (iii) position, (iv) annual base salary and annual target incentive, (v) work location, (vi) visa type, if any, (vii) the applicable Collective Labor Agreement, if any, (viii) vacation accrual rate, (ix) status as full-time or part-time, (x) telecommuter arrangement, if any, and (xi) status as an Inactive Employee and expected date of return to work, if known.
(c) There has not been for a period of twelve (12) consecutive months prior to the date hereof, nor is there existent or, to the Sellers’ Knowledge, has been threatened, any strike, slowdown, lockout, picketing or work stoppage against the Sellers or any of their Affiliates by or on behalf of any of the Employees.
(d) Except as set forth in Section 4.11(d) of the Sellers Disclosure Schedule, there are no Collective Labor Agreements in effect with respect to the Employees and no material grievance or arbitration pending or threatened under any Collective Labor Agreements. For a period of twelve (12) consecutive months prior to the date hereof, no petition has been filed or proceedings instituted by a union, works council, collective bargaining agent, employee or group of employees with any Government Entity seeking recognition of a collective bargaining agent with respect to any Employees, no voluntary recognition has been given by the Sellers or any Affiliate, and, to the Sellers’ Knowledge, no such organizational effort is currently being made or has been threatened in writing by or on behalf of any union, employee, group of employees or collective bargaining agent to organize any Employees.
(e) Except as set forth in Section 4.11(e) of the Sellers Disclosure Schedule, with respect to the Employees, the Sellers and their Affiliates are in material complian...
Labor and Employee Benefits Matters. There is (A) no unfair labor practice complaint pending or, to the knowledge of the Atlas Parties, threatened against any of the Atlas Parties, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending or threatened, (B) no strike, labor dispute, slowdown or stoppage pending or, to the knowledge of the Atlas Parties, threatened against any of the Atlas Parties, (C) no union representation dispute currently existing concerning the employees of any of the Atlas Parties, (D) nor has there been in the past, any violation of any federal, state, local or foreign law relating to discrimination in the hiring, promotion or pay of employees, any applicable wage or hour or worker classification laws concerning the employees of any of the Atlas Parties and (E) to the knowledge of the Atlas Parties, no union organizing activities or collective bargaining negotiations are currently taking place concerning any of the employees of any of the Atlas Parties. With respect to each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is sponsored, maintained, or contributed to by any Atlas Party for employees or former employees of such Atlas Party, or that was sponsored, maintained, or contributed to within six years prior to the date of this Agreement, by any corporation, trade, business or entity under common control with any Atlas party, within the meaning of Section 414(b), (c), or (m) of the Internal Revenue Code of 1986, as amended (the “Code”) or Section 4001 of ERISA, except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) such plan has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code, (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any such plan excluding any transactions effected pursuant to a statutory or administrative exemption, (iii) for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has been incurred, whether or not waived, (iv) all contributions (including installments) to such plan required by Section 302 of ERISA or Section 412 of the Code have been ti...
Labor and Employee Benefits Matters. (a) Section 3.15(a) of the Seller Disclosure Schedule contains a list of all Transferred Employee Plans. Seller has provided or caused to be provided to Purchaser for each material Transferred Employee Plan listed on Section 3.15(a) of the Seller Disclosure Schedule: (i) a true and complete copy of the plan document of such plan (or, if such plan document does not exist, a true and complete written summary of such plan), (ii) the relevant portion of any insurance policy maintained by or for the benefit of a Seller Party related to such plan, (iii) if applicable, the most recent determination letter received from the IRS for such plan, (iv) if applicable, a copy of each trust or other funding arrangement for such plan, (v) if applicable, the current summary plan description and summary of material modifications for such plan and (vi) if applicable, the most recent annual report and more recently prepared actuarial report and financial statements for such plan. No Transferred Employee Plan is a multi-employer plan (within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA).
(b) With respect to each Employee, Seller has provided, or caused to be provided, to Purchaser true and complete lists of the following information (the “Employee Information”) with respect to each Employee to the extent such provision to Purchaser is permitted by applicable Law after giving effect to any consent or waiver given by the Employee to which it relates (if applicable): (i) unique identifier, (ii) service date, (iii) position, (iv) annual base salary and annual target variable pay, (v) annual commissions target, (vi) work location, (vii) status as full-time or part-time employee, and (viii) classification, where applicable (i.e., exempt or non-exempt); provided, however, that Seller shall provide each Employee’s name as soon as practicable after the entry of the Settlement and Sale Order; provided, further, that all Employee Information shall be provided on an individualized basis for each Employee. Such information is accurate in all material respects as of the date of this Agreement; provided, however, that with respect to compensation information, such information is accurate in all material respects as of March 31, 2013; provided, further, that with respect to compensation information, Seller shall provide Purchaser with information that is accurate in all material respects as soon as practicable after the date of this Agreement, but in any event, no later than the...
Labor and Employee Benefits Matters. (a) Section 4.6(a) of the Sellers Disclosure Schedule contains a list of all material Seller Employee Plans. The Sellers have provided the Purchaser with a true and complete copy of the plan document or summary plan description of each of Seller Employee Plan listed in Section 4.6(a) of the Sellers Disclosure Schedule or, if such plan document or summary plan description does not exist, an accurate written summary of such Seller Employee Plan.
(b) The information contained in Section 4.6(b) of the Sellers Disclosure Schedule in respect of the Employees (the “Employee Information”) is accurate in all material respects as of the date hereof, and sets forth with respect to each Employee (except where not permissible under applicable data privacy Laws): (i) unique identifier, (ii) service date,
Labor and Employee Benefits Matters. (a) Seller does not currently and has never employed any employees. A complete list of all governors, managers, independent contractors, consultants and other persons who provide services to Seller (individually and collectively, “Personnel”) and their positions are included in Section 4.19 of the Disclosure Schedules.
(b) Seller does not currently and has never sponsored, maintained or contributed to or had any Liability with respect to any (i) employee benefit plan (as defined in Section 3(3) of ERISA) or (ii) bonus or incentive compensation, equity-based compensation, deferred compensation, retirement, employment, severance, retention, or change in control agreement, plan, policy or arrangement.
Labor and Employee Benefits Matters. (a) Section 4.10(a)(i) of the Sellers Disclosure Schedule contains an accurate and complete list, by country, of (i) all material Seller Employee Plans and (ii) all employment agreements or other commitments for employment or engagement by the Sellers or their Affiliates with respect to Employees that deviate in any material respect from the standard form offer letter for the applicable jurisdiction or provide for retention, severance or change in control payments or benefits to the Employees, excluding in each case Seller Employee Plans. The Sellers have provided the Purchaser with a true and complete copy of the plan document or summary plan description of each material Seller Employee Plan or, if such plan document or summary plan description does not exist, an accurate written summary of such Seller Employee Plan. The Sellers have provided the Purchaser or its Affiliate with a true and complete copy of the standard form (or where such individual agreement is materially different from the standard form, the individual written agreement) of such employment, retention, change in control or severance agreements between the Sellers (or any Affiliate of Sellers (excluding EMEA Sellers)) and any Employee.
(b) The information contained in Section 4.10(b) of the Sellers Disclosure Schedule in respect of the Employees (the “Employee Information”) is accurate in all material respects as of the date hereof, and sets forth with respect to each Employee (except where that is not permissible under applicable data privacy Laws): (i) unique identifier, (ii) service date, (iii) job title/position, (iv) annual base salary and annual incentive plan target amount, (v) work location, (vi) visa type, if any and expiry date, (vii) the applicable Collective Labor Agreement, works council or other applicable labor organization, if any,
Labor and Employee Benefits Matters. (a) Section 4.14(a) of the Sellers Disclosure Schedule contains an accurate and complete list of all material Seller Employee Plans and all employment agreements or other commitments for employment or engagement (i) by the Sellers or the Companies with respect to Employees providing for compensation that deviate in any material respect from the standard form offer letter for the applicable jurisdiction or provide for retention, severance or change in control payments or benefits to the Employees and (ii) by the Companies with respect to independent contractors providing more than a de minimis amount of services that deviate in any material respect from the standard form agreement for the applicable jurisdiction or provide for retention, severance or change in control payments or benefits, excluding in each case Seller Employee Plans (collectively, the “Special Agreements”). The Sellers have provided the Purchasers with a true, accurate and complete copy of (i) the plan document and summary plan description for each material Seller Employee Plan, to the extent applicable, and, if no such plan document or summary plan description exists, an accurate written summary of the material terms of such Seller Employee Plan, (ii) for any Transferred Employee Plan, copies of any trust, custodial, investment management, administrative services or similar agreement, (iii) for each Transferred Employee Plan which is intended to be tax-advantaged under applicable Law (including Code Section 401(a)), a copy of the most recent determination, opinion or similar documentation relating to the plan’s tax status, (iv) in the case of any Transferred Employee Plan for which Forms 5500 are required to be filed, a copy of the most recently filed Form 5500, with schedules attached, and (v) annual reports or similar disclosure documents for any Transferred Employee Plan for the most recent year for which such reports or documents have been filed, and the most recent actuarial report.
(b) The information contained in Section 4.14(b)(i) of the Sellers Disclosure Schedule in respect of the Employees (the “Employee Information”) is accurate in all material respects as of the date hereof, and sets forth with respect to each Employee (except where that is not permissible under applicable data privacy Laws): (i) unique identifier, (ii) service date, (iii) position, (iv) annual base salary and annual target incentive, (v) work location, (vi) visa type, if any, (vii) the applicable Collective ...
Labor and Employee Benefits Matters. (a) As of the date hereof, the Company Group employs that number of full-time employees and part-time employees and engages that number of consultants or independent contractors as set forth on Schedule 3.14(a) of the Disclosure Schedules.
(b) To the Company’s Knowledge, none of its employees is obligated under any Contract, or subject to any Order, that would interfere with such employee’s ability to promote the interests of the Company Group or that would conflict with the Company Group’s business. Neither the execution or delivery by the Company of the Transaction Agreements, nor the carrying on of the Company Group’s business by the employees of the Company Group, nor the conduct of the Company Group’s business, will, to the Company’s Knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any Contract, covenant or instrument under which any employee is now obligated.
(c) The Company Group is not delinquent in payments to any of its current or former employees, consultants or independent contractors for any wages, salaries, settlements, commissions, bonuses, termination payments, fees or other compensation for any service performed for it or amounts required to be reimbursed to such employees, consultants or independent contractors. The Company Group has complied in all material respects with all applicable state and federal equal employment opportunity Laws and with other Laws related to employment and labor, including those related to terms and conditions of employment, health and safety, wages, hours, the proper classification and treatment of workers for all applicable purposes (including exempt and non-exempt employees, independent contractors, leased employees and other non-employee service providers), immigration (including Forms I-9 and work visas), discrimination, harassment, retaliation, plant closures and layoffs (including the WARN Act), workers’ compensation, unemployment insurance, and labor relations and collective bargaining. The Company Group has withheld and paid to the appropriate Governmental Body or is holding for payment not yet due to such Governmental Body all amounts required to be withheld from current and former employees and independent contractors of the Company Group and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing.
(d) To the Company’s Knowledge, no Key Employee or other employee with...
