Labor, Benefit and Employment Agreements. (a) Except as set forth in Schedule 5.10 to this Agreement, the Seller is not a party to and does not have any commitment or obligation in respect of (i) any collective bargaining agreement or other labor agreement relating to any employees of the Seller, or (ii) any agreement with respect to the employment or compensation of any non-hourly and/or non-union employee(s) of the Businesses. Schedule 5.10 sets forth the amount of all compensation or remuneration (including any discretionary bonuses) paid by the Seller during the 1997 calendar year to employees or consultants of the Seller who presently receive aggregate compensation or remuneration at an annual rate in excess of $35,000.
(b) No union is now certified or, to the best of the Seller's knowledge, claims to be certified, as a collective bargaining agent to represent any employees of the Seller, and there are no labor disputes existing or, to the best of the Seller's knowledge, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the Seller.
(c) With respect to any "multiemployer plan" (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) to which the Seller or any of its past or present affiliates has at any time been required to make contributions, neither the Seller nor any of its past or present affiliates has, at any time on or after April 29, 1980, suffered or caused any "complete withdrawal" or "partial withdrawal" (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on its part.
(d) Except as disclosed in Schedule 5.10, the Seller does not maintain, or have any liabilities or Assumed Liabilities of any kind with respect to, any bonus, deferred compensation, pension, profit sharing, retirement or other such benefit plan, and does not have any potential or contingent liability in respect of any actions or transactions relating to any such plan other than to make contributions thereto if, as and when due in respect of periods subsequent to the date hereof. Without limitation of the foregoing, (i) the Seller has made all required contributions to or in respect of any and all such benefit plans, (ii) no "accumulated funding deficiency" (as defined in Section 412 of the Internal Revenue Code of 1986, as amended (the "Code")) has been incurred in respect of any of such benefit plans, and the present value of all vested accrued benefits thereunder does not, on the da...
Labor, Benefit and Employment Agreements. (a) Schedule 2.14(a) lists, as of the date of this Agreement, all stock option plans, employment, consulting and severance agreements, pension, profit sharing and retirement plans and all bonus and other employee benefit plans, including, without limitation, “employee benefit plans” as such term is 3(3) of ERISA, maintained or with respect to which contributions are made by the Company or with respect to which the Company has any liability (the “Company Plans”).
(b) Schedule 2.14(b) sets forth the amount of all compensation or remuneration (including any discretionary bonuses) paid by Company during the 2010 calendar year, to employees or consultants of the Company who then received or presently receive aggregate compensation or remuneration at an annual rate in excess of Twenty-Five Thousand Dollars ($25,000).
(c) Except as set forth in Schedule 2.14(c) of the Disclosure Schedule, Company is not a party to and has no commitment or obligation in respect of (i) any collective bargaining agreement or other labor agreement, or (ii) any agreement with respect to the employment or compensation of any non hourly and/or non union employee(s) of the Company. No union is now certified or, to the best of Company’s Knowledge, claims to be certified as a collective bargaining agent to represent any employees of the Company, and there are no labor disputes existing or, to the best of Company’s Knowledge, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the Company.
(d) The Company is not the subject of any proceeding asserting that the Company has committed an unfair labor practice or that is seeking to compel the Company to bargain with any labor union or other labor organization, and there is not pending or, to the Company’s Knowledge, threatened, any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company. Neither the Company nor any Seller has received any written notice of any actual or alleged violation by the Company of any law, regulation, order or contract term affecting the collective bargaining rights of employees, equal opportunity in employment, or employee health, safety, welfare, or wages and hours.
(e) With respect to any “multiemployer plan” (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) to which Company or any of its Affiliates has at any time been required to make contributions, neither the Company nor any...
Labor, Benefit and Employment Agreements. The Companies do not have any employees.
Labor, Benefit and Employment Agreements. Attached hereto as Schedule 6.19, and incorporated herein by this reference, is a correct and complete list of all current employment agreements, collective bargaining and other labor agreements, and pension, bonus, profit sharing, stock option, deferred compensation, stock purchase, retainer, consulting, retirement, welfare, incentive or fringe benefit plans or agreements to which TEI is a party or by which it is bound. No party to any such agreement or arrangement is in default thereunder, and no event has occurred which with the passage of time or the giving of notice or other would constitute such default. TEI will deliver to the Company at the offices of TEI upon request correct and complete copies of (i) all of the agreements, plans and programs listed in said Schedule 6.19, (ii) any descriptive literature concerning any of such agreements, plans and programs which have been or are available for distribution to the employees of TEI, (iii) all approvals of any of such agreements, plans or programs which have been obtained from the Internal Revenue Service, (iv) the most recent valuation and list of assets contained in any trust funds with respect to such agreements, plans and programs, (v) the most recent actuary report (including method of funding, actuarial assumptions and amounts of past service liability) with respect to any such agreements, plans and programs and (vi) copies of the latest reports, if any, prepared by TEI and filed with the United States Department of Labor. There is not pending or threatened any labor dispute, strike or work stoppage by Company's employees which may disrupt the continued operation of TEI.
Labor, Benefit and Employment Agreements. The Company currently has no labor, benefit or employment agreements in place.
Labor, Benefit and Employment Agreements. Schedule 2.12 is a correct and complete list of all employment agreements, collective bargaining and other labor agreements, and pension, bonus and profit sharing agreements, deferred compensation, retainer, consulting or other agreements to which MS is a party by which it is bound. To the best knowledge of Seller, there is not pending or threatened any labor dispute, strike or work stoppage that may disrupt the continued operation of MS.
Labor, Benefit and Employment Agreements. Attached hereto as ---------------------------------------- Schedule 4(r) and incorporated herein by this reference, is a correct and complete list and description of all employment agreements, collective bargaining and other labor agreements, and pension, bonus, profit sharing, stock option, deferred compensation, stock purchase, retainer, consulting, retirement, welfare, incentive or fringe benefit plans or agreements to which Company is a party or by which it is bound. No party to any such agreement or arrangement is in default thereunder, and no event has occurred which, with the passage of time or the giving of notice or both, would constitute such default. Majority Shareholders will cause Company to deliver to Purchaser upon request correct and complete copies of (i) all of the agreements, plans and programs listed in said Schedule, (ii) any descriptive literature concerning any of such agreements, plans and programs which have been or are available for distribution to the employees of Company, (iii) all approvals of any of such agreements, plans or programs which have been obtained from the Internal Revenue Service, (iv) the most recent valuation and list of assets contained in any trust funds with respect to such agreements, plans and programs, (v) the most recent actuary report (including method of funding, actuarial assumptions and amounts of past service liability) and (vi) the names of each person authorized to draw thereon or to have access thereto. None of the (i) warranties and representations made by the Majority Shareholders herein, or in the Schedules or documents related hereto, (ii) financial statements furnished relating to Company or (iii) certificates or memoranda furnished by Shareholders or by or on behalf of Company contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained herein or therein not misleading. Majority Shareholders agree (i) to cause Company to deliver such additional information and documents to Purchaser as Purchaser may reasonably request in writing and (ii) to execute any and all documents necessary or appropriate in connection with the transactions hereunder.
Labor, Benefit and Employment Agreements. (a) Except as set forth in Schedule 3.15 annexed hereto, Tek is not a party to (i) any collective bargaining agreement or other labor agreement, or (ii) any agreement with respect to the employment or compensation of employee(s). No union is now certified or, to the best of the knowledge of Tek, claims to be certified as a collective bargaining agent to represent any employees of Tek or the Company, and there are no labor disputes existing or, to the best of the knowledge of Tek, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of Tek.
(b) Except as set forth on Schedule 3.15, there are no unfair labor practice charges or petitions for election pending or being litigated before the National Labor Relations Board or any other federal or state labor commission relating to any employees of Tek. Tek has not received any written notice of any actual or alleged violation of any law, regulation, order or contract term affecting the collective bargaining rights of employees, equal opportunities in employment, or employee health, safety, welfare, or wages and hours.
(c) Tek has never at any time been required to make contributions to any "multiemployer plan" (as defined in Section 3(37) of ERISA.
(d) Except as disclosed on Schedule 3.15, Tek does not maintain or have any liabilities or obligations of any kind with respect to, any bonus, deferred compensation, pension, profit sharing, retirement or other such benefit plan, and does not have any potential or contingent liability in respect of any actions or transactions relating to any such plan other than to make contributions thereto if, as and when due in respect of periods subsequent to the date hereof.
(e) Except for the group insurance programs listed in Schedule 3.15, Tek does not maintain any medical, health, life or other employee benefit insurance programs or any welfare plans (within the meaning of Section 3(1) of ERISA) for the benefit of any current or former employees, and, except as required by law, Tek has no liability, fixed or contingent, for health or medical benefits to any former employee.
Labor, Benefit and Employment Agreements. Company has no employees. There are no labor agreements, pension plans or other employment, profit sharing, deferred compensation, bonus, stock option, stock purchase, retainer, consultant, retirement, welfare or incentive plans or contracts or other "fringe benefits" or other compensation plans.
Labor, Benefit and Employment Agreements. There are no collective bargaining agreements, employment agreements or other labor agreements to which Parent is a party, nor are there any pension plans or other employment, profit sharing, deferred compensation, bonus, stock option, stock purchase, retainer, consultant, retirement, welfare or incentive plans or contracts or other "fringe benefits" to employees, other than the hiring of six (6) employees of Triangle, the terms of which Stockholder is aware.
