Labor; Employee Benefits. (a) Schedule 2.7(a) hereto sets forth a complete and correct list of the name, job title, base salary or wage rate and bonus entitlement of each of the Company's current Employees and whether or not each Employee is actively at work and, if not, the reason that such Employee is not actively at work.
(b) Schedule 2.7(b) hereto sets forth a complete and correct list of (i) each "employee benefit plan" within the meaning of Section 3(3) of ERISA, (ii) each other employee benefit plan, arrangement or policy, including without limitation, any stock option, stock purchase, stock award, deferred compensation, profit sharing, incentive compensation, bonus, health, life insurance, cafeteria, flexible spending, dependent care, fringe benefit, vacation pay, holiday pay, disability, sick pay, workers compensation, unemployment, severance pay, employee loan, educational assistance plan, policy or arrangement, and (iii) any employment, indemnification, consulting or severance agreement, whether or not written, which, in the case of clauses (i), (ii) or (iii), is sponsored or maintained by the Company or any of its Affiliates, or to which the Company or any of its Affiliates contributes or is required to contribute on behalf of current or former Employees, directors or consultants of the Company or their beneficiaries or dependents ("Benefit Plans").
(c) The Disclosure Schedule contains complete and correct copies of (i) with respect to each Benefit Plan, (A) the plan document, including any amendments (or a written description of any unwritten plan) and (B) any summary plan description; and (ii) any employee handbook, administrative or personnel manual applicable to Employees.
(d) There is currently no audit or investigation by any Government Authority or any claim (other than routine claims for benefits in the ordinary course), action, suit or proceeding against or involving any Benefit Plan.
(e) Each Benefit Plan that is a "group health plan" (as such term is defined in Section 5000(b)(l) of the Code) complies in all material respects with the applicable requirements of Section 4980B(f) of the Code or any other similar Legal Requirements providing for continuation coverage.
(f) No event has occurred and no condition exists with respect to any Benefit Plan, any employee benefit plan maintained by an ERISA Affiliate of the Company or any employee benefit plan previously maintained by the Company or any of its ERISA Affiliates which could subject Purchaser, or any of its...
Labor; Employee Benefits. Schedule 6.16 contains a complete and ------------------------ correct list of all of Rocky's retirement, pension, savings, profit-sharing, stock option or other equity plan, health benefit and welfare plan, multi- employer plans, bonus incentive plans, deferred compensation or similar plans or other employee benefit plans, and all collective bargaining agreements, employment agreements, consulting agreements, severance agreements, change of control agreements or retention and termination agreements to which Rocky is a party. Rocky has not incurred (either directly or indirectly, including as a result of any indemnification obligation or statutory joint and several liability obligation) any liability under or pursuant to Title I or IV of ERISA or the penalty, excise tax or joint and several liability provisions of the Internal Revenue Code relating to employee benefit plans and no event, transaction or condition has occurred or exists which could result in any such liability to Rocky or, following the Closing, the Purchaser or its affiliates. Since December 31, 1997, the Company has not experienced any actual or threatened work stoppages, slow-downs or other actions and neither Rocky, GMC nor RAI has any knowledge of any planned work stoppages, slow-downs or other job actions or of any union organizing efforts involving employees of Rocky.
Labor; Employee Benefits. (a) Section 5.8(a) of the Disclosure Schedule sets forth an accurate and complete list of each material Company Plan as of the date of this Agreement. For purposes of this Agreement, “Company Plan” means (1) each “employee benefit plan” (within the meaning of Section 3(3) of ERISA), and (2) each other employment agreement, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plans, programs, agreements, contracts, policies or arrangements (whether or not in writing and whether or not funded), in each case, which is or is required to be sponsored, maintained, or contributed to by the Company or any of its Subsidiaries or with respect to which the Company or any of its Subsidiaries has or would reasonably be expected to have any actual or contingent liability.
Labor; Employee Benefits. (a) There are no employees or independent contractors employed or retained by or on behalf of Focus.
(b) Focus neither maintains nor has any obligation to make contributions to any ERISA Plan or any Non-ERISA Plan.
Labor; Employee Benefits. (a) Part 3.14 of the Pathfinder Disclosure Schedule sets forth the names and positions of all employees and independent contractors employed or retained by or on behalf of Pathfinder.
(b) Except as set forth in Part 3.14 of the Pathfinder Disclosure Schedule, Pathfinder does not maintain, or have any obligation to make contributions to, any Benefit Plan that is an employee benefit plan within the meaning of Section 3(3) of ERISA (an “ERISA Plan”), or any other Benefit Plan (a “Non-ERISA Plan”). All such ERISA and Non-ERISA Plans have been maintained and operated in all material respects in accordance with all federal, state and local laws applicable to such plans, and the terms and conditions of the respective plan documents.
Labor; Employee Benefits. (a) Each of the Company and the Subsidiaries is in compliance in all material respects with all applicable federal and state Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and is not engaged in any material unfair labor or unlawful employment practice. In the past five (5) years, no material wage and hour claims have been brought against the Company or any Subsidiary by any Person and, to the Knowledge of the Company, there does not exist any basis for the assertion against the Company or any of its Subsidiaries of any material claim with respect to wages and hours. Except as set forth in Schedule 2.11 there is no: (a) unlawful employment practice discrimination charge that is pending before the Equal Employment Opportunity Commission (the "EEOC") or EEOC recognized state "referral agency" or, to the Knowledge of the Company, threatened, against or involving or affecting the Company or any of the Subsidiaries; (b) unfair labor practice charge or complaint against the Company or any of the Subsidiaries pending before the National Labor Relations Board (the "NLRB") or, to the Knowledge of the Company, threatened, against or involving or affecting the Company or any of the Subsidiaries; (c) and there has not been in the past three years, any organized labor strike, dispute, slowdown or stoppage actually pending or, to the Knowledge of the Company, threatened against or involving or affecting the Company or any of the Subsidiaries; (d) collective bargaining agreement that is binding on the Company or any of the Subsidiaries; or (e) material labor or employment-related grievance. To the Knowledge of the Company, no union organizational efforts are presently being made involving any AGREEMENT AND PLAN OF MERGER PAGE 21 INDS01 RKIXMILLER 644669v6 of the Company's or any of the Subsidiaries' employees and, to the Knowledge of the Company, for the past five (5) years, none have been made. No union or other collective bargaining unit has been certified or recognized by the Company as representing any of the Company's or any of the Subsidiaries' employees during the past five years. To the Knowledge of the Company, during the past five years, no union or collective bargaining unit has sought such certification or recognition, and, to the Knowledge of the Company, no union or collective bargaining unit is seeking or currently contemplating seeking any such certification or recognition, and no written notice of...
Labor; Employee Benefits. Mischief has no employees other than Shareholder and one assistant. Mischief has no employee benefit plan arrangement or policy, including, without limitation, any stock option, stock purchase, stock award, stock appreciation, phantom stock, deferred compensation, pension, retirement, savings, profit sharing, incentive, bonus, health, life insurance, cafeteria, flexible spending, dependent care, fringe benefit, vacation pay, holiday pay, disability, sick pay, workers compensation, unemployment, severance, employee loan or educational assistance plan, arrangement or policy.
Labor; Employee Benefits. (a) So far as the Warrantors are aware, no executive has any plans or threatened to terminate employment with any Group Company, whose departure from the relevant Group Company would reasonably be expected to have a material adverse effect on the Group’s business resulting in any Material Liability.
(b) So far as the Warrantors are aware, other than as disclosed in the 2018 Annual Report and the 2019 Interim Report, none of the Group Companies has or intends to have any other or new Employee Benefit Plan or incur any liability under any Employee Benefit Plan.
Labor; Employee Benefits. (a) Schedule 2.5(a) hereto sets forth a complete and correct list of the name, job title, base salary or wage rate, bonus entitlement and any compensatory benefits of each of Seller’s current Employees whose work is primarily related to the Acquired Assets or to Hanover, and whether or not each such Employee is actively at work and, if not, the reason that such Employee is not actively at work, including, without limitation, any stock option, stock purchase, stock award, deferred compensation, profit sharing, incentive compensation, bonus, health, life insurance, cafeteria, flexible spending, dependent care, fringe benefit, vacation pay, holiday pay, disability, sick pay, workers compensation, unemployment, severance pay, employee loan, educational assistance plan, policy or arrangement in which such current Employees participate. Hanover has no employees and does not maintain or contribute to any Benefit Plans.
(b) Except as set forth in Schedule 2.5(b), no Employees are represented by a union or other labor organization or association, and to the Knowledge of Seller, no such organizing efforts are now being conducted with respect to the Employees. Seller has not, at any time during the preceding three years, had a strike, work stoppage or work slowdown, nor, to the Knowledge of Seller, is any such action threatened. Seller is not involved in nor, to the Knowledge of Seller, threatened with, any labor dispute, arbitration, lawsuit or administrative proceeding relating to labor matters involving the Employees.
(c) As it relates to the Business, Seller has fully complied with the verification requirements and the recordkeeping requirements of IRCA; the information and documents on which the Seller relied in complying with IRCA are true and correct; and there have not been any discrimination complaints filed against Seller pursuant to IRCA.
Labor; Employee Benefits. (a) Schedule 5.10(a) sets forth a true, complete, and correct list of each compensation or benefit plan, program, policy, practice, or Contract, (including equity and equity based compensation) whether written or oral, formal or informal, including each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), that the Seller or ACEL maintains or sponsors or has any obligation to maintain or sponsor, or to which the Seller or ACEL contributes or has any obligation to contribute (or with respect to which the Seller has any direct or indirect Liability) (each, a “Plan”). With respect to each Plan, the Seller has delivered or made available to the Buyer true, complete, and correct copies of the plan documents and summary plan descriptions or a written summary of material terms of any unwritten Plan.
(b) Each Plan has been established and administered in all material respects in accordance with its terms and all applicable Laws. Each Plan may be terminated without advance notice or penalty.
(c) None of the Plans is subject to Title IV of ERISA. Neither the Seller nor any ERISA Affiliate has incurred any current or projected Liability in respect of post-employment health, medical, or life insurance benefits for any current or former employees of the Seller, except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), and at the expense of the employee or former employee. Neither the Seller nor any ERISA Affiliate contributes to or has in the past 6 years sponsored, maintained, contributed to, or had any Liability in respect of any defined benefit pension plan (as defined in Section 3(35) of ERISA) or plan subject to Section 412 of the Code or Section 302 of ERISA. No Plan is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA and neither the Seller nor any of its ERISA Affiliates has at any time sponsored or contributed to, or had any Liability in respect of, any such multiemployer plan.
(d) The Seller and ACEL are not, nor have they ever been a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements pertaining to employees of the Seller or ACEL, and to the Knowledge of Seller, no organizational effort is presently being made or threatened by or on behalf of any labor union or labor organization with respect to Business Employees.
(e) The Seller and ACEL are not, and have not been, in...
