Labor Relations; Employees and Employee Benefit Plans Sample Clauses

Labor Relations; Employees and Employee Benefit Plans. (a) Section 3.7(a) of the Seller Disclosure Letter sets forth, as of the date hereof, each material Benefit Plan and separately identifies each material International Plan. With respect to each material Benefit Plan (other than an International Plan), Seller has made available to Purchaser correct and complete copies of (or, to the extent no such copy exists, a description of), in each case, to the extent applicable, (i) all plan documents, summary plan descriptions, summaries of material modifications, and amendments related to such plans and any related trust agreement, (ii) the most recent Form 5500 Annual Report, (iii) the most recent audited financial statement and actuarial valuation, (iv) all material filings and correspondence with any Governmental Entity and (v) all material related agreements, insurance contracts and other agreements which implement each such Benefit Plan. Seller will make available to Purchaser each item in clauses (i) through (v) of the immediately preceding sentence with respect to a material International Plan within 30 days following the date of this Agreement. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect, (i) each Assumed International Plan has been operated and administered in accordance with its terms and in compliance with applicable Law, including ERISA, the Code and, in each case, the regulations thereunder, (ii) all contributions or other amounts payable by Seller or its Subsidiaries pursuant to each Assumed International Plan in respect of current or prior plan years have been timely paid or accrued in accordance with GAAP or applicable international accounting standards, and (iii) as of the date hereof, there are no pending, or to Seller’s Knowledge, threatened or anticipated claims, actions, investigations or audits (other than routine claims for benefits) by, on behalf of or against any Assumed International Plan or any trusts related thereto. (c) No liability under Title IV of ERISA has been incurred by Seller or its Subsidiaries or any of their respective ERISA Affiliates that has not been satisfied in full, and to Seller’s Knowledge no condition exists that is likely to cause Seller or its Subsidiaries or any of their ERISA Affiliates to incur any such liability. Within the last six (6) years, neither Seller nor any of its Subsidiaries has sponsored, maintained or incurred any Liability with respect to an employee be...

Labor Relations; Employees and Employee Benefit Plans. (a) On the date hereof, Seller has delivered to Purchaser a true and complete anonymized list of each Business Employee as of the date hereof setting forth each such Business Employee’s (i) title/position, (ii) principal place of employment, (iii) status (active or on leave; full-time or part-time), (iv) hire date (and service crediting date, if different), (v) accrued vacation and/or paid time off, (vi) annual base salary or base wage rate, (vii) target cash incentive compensation opportunity, (viii) union status and (ix) for Business Employees located in the United States, exempt and non-exempt classification, and (x) to the extent not previously provided, any other information required under the ARD. No later than five (5) Business Days prior to the anticipated Closing Date, Seller shall deliver a revised version of the Business Employee list which is updated as of the date of delivery and includes the name of each Business Employee and any updates to the extent in compliance with Section 5.2. (b) Section 3.13(b) of the Seller Disclosure Schedules sets forth a list of all Assumed Benefit Plans and each other material Benefit Plan. With respect to each such Assumed Benefit Plan and material Benefit Plan, as the case may be, Seller has made available to Purchaser such documents and information requested by Purchaser that is reasonably necessary for Purchaser to fulfill its obligations under Section 5.7. In addition, with respect to each Assumed Benefit Plan, Seller has made available to Purchaser, as applicable, the summary plan description (or a written summary if there is no summary plan description),a copy of the most recent determination or opinion letter issued by the IRS, all documents and records pursuant to which such Assumed Benefit Plan is maintained, administered and funded (including, without limitation, the plan documents, funding vehicles, participant and financial records, filings and material correspondence with Governmental Entities, and service provider agreements). The defined contribution UK Pension Scheme set forth on Section 3.13(b) of the Seller Disclosure Schedules is the only arrangement under which the Seller or any Seller Entity has or may have any obligation to provide or contribute towards pension, lump-sum, death, ill-health, disability or accident benefits in respect of any Business Employee in the United Kingdom. (c) Except as set forth on Section 3.13(c) of the Seller Disclosure Schedules, no Benefit Plan is (i) a defined ...

Labor Relations; Employees and Employee Benefit Plans. (a) Except as set forth in Section 3.12(a) of the Seller Disclosure Schedules, no Business Employee is subject to or covered by any written or unwritten collective bargaining agreement, works council agreement or similar collective agreement. There are no labor unions or other organizations representing, purporting to represent or, to the Knowledge of the Sellers, attempting to represent, any Business Employee. There have been no labor strikes, slowdowns, work stoppages, lockouts or other material labor disputes relating to the Business, nor, to the Knowledge of the Sellers, are any such strikes, slowdowns, work stoppages, lockouts or other material labor disputes threatened, with respect to the Business. (b) With respect to the Business Employees, each Seller and its respective Affiliates are in material compliance with all applicable Laws respecting employment, employment practices, labor, terms and conditions of employment, wages and hours, discrimination, collective bargaining, retaliation, civil rights, veterans’ rights, safety and health, human rights, occupational safety, workers’ compensation, WARN and any similar state or local “mass layoff” or “plant closing” Laws, proper classification of employees as exempt and non-exempt and as employees and independent contractors and the collection and payment of withholding and/or social security Taxes and any similar Tax. (c) There has not been, there is not presently pending or existing, and, to the Knowledge of the Sellers, there is not threatened, any material Proceeding against the Sellers or their respective Affiliates brought by or on behalf of an applicant for employment, any current or former Business Employee or consultant or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful or tortuous conduct in connection with the employment relationship. (d) A correct and complete list of each Seller Benefit Plan that is maintained for the benefit of any Business Employee is set forth on Section 3.12(d) of the Seller Disclosure Schedules. With respect to each such Seller Benefit Plan, the Sellers have made available to Purchaser correct and complete copies of (i) each such Seller Benefit Plan (or, if not written, a written summary of its material terms), (ii) all summaries and summary plan descriptions, including any summary of material modifications, (iii) with re...

Labor Relations; Employees and Employee Benefit Plans. (a) Section 4.17(a) of the Fermat Disclosure Schedule sets forth (i) all employee representative bodies, including all labor unions, labor organizations and works councils that represent H&N Business Employees and (ii) all collective bargaining agreements, union contracts and similar labor agreements with a labor union or labor organization in effect that cover any H&N Business Employees (including works council agreements) (each, an “H&N Labor Agreement”). Fermat has made available to Descartes correct and complete copies of each H&N Labor Agreement (other than national, trade or industry-wide agreements that are publicly available); provided, that to the extent a works council agreement covering International H&N Business Employees is not available prior to the date hereof, a copy of such works council agreement shall be made available to Descartes no later than fifteen (15) Business Days following the date hereof. To the Knowledge of Fermat, there are no current union organizing efforts with respect to H&N Business Employees. (b) Each material H&N Benefit Plan in effect as of the date of this Agreement is set forth on Section 4.17(b) of the Fermat Disclosure Schedule and as applicable is separately identified as a defined benefit pension plan or Transferred H&N Benefit Plan (or as both, as the case may be), and Fermat has made available to Descartes correct and complete copies or summaries of each material H&N Benefit Plan. (c) Each U.S. H&N Benefit Plan and each Transferred H&N Benefit Plan has been operated in all material respects in compliance with applicable Law and the applicable plan 1414958.12A-NYCSR03A - MSW document. All contributions, premiums and expenses required to be made by Law to any U.S. H&N Benefit Plan or Transferred H&N Benefit Plan or by the terms of such plans or any agreement relating thereto have been timely made in all material respects. (d) With respect to each U.S. H&N Benefit Plan that is subject to Section 302 or Title IV or Section 412, 430 or 4971 of the Code (each, an “H&N Title IV Plan”), (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived, (ii) no such H&N Title IV Plan is currently in “at risk” status within the meaning of Section 430 of the Code or Section 303(i) of ERISA, (iii) all premiums to the PBGC have been timely paid in full, (iv) no material liability (other than for premiums to the PBGC) has been or, to the ...

Labor Relations; Employees and Employee Benefit Plans. No Employee is subject to or covered by any collective bargaining agreement. The Seller has not experienced in the last twelve (12) months, nor to Sellers’s Knowledge, is there now threatened, any strike, walkout, grievance, unfair labor practice claim, picketing, or other material employee (or former employee) or labor dispute relating to the Business. To the Seller’s Knowledge, there has not been in the last twelve (12) months nor is there currently any organizational effort presently being made or threatened in writing by or on behalf of any labor union with respect to Employees. No union or other collective bargaining unit or employee organizing entity has been certified or recognized by the Seller as representing any of its Employees.

Labor Relations; Employees and Employee Benefit Plans. (a) Section 3.6(a) of the NanoString Disclosure Letter sets forth, as of the date hereof, each Benefit Plan (separately identifying each International Plan). (b) Other than as may be required by applicable Law, neither the execution and delivery of this Agreement nor the consummation of the Transactions (either alone or in conjunction with any other event, including, but not limited to the termination of employment or services of a Continuing Employee with NanoString and/or the commencement of employment of a Continuing Employee with Veracyte) will (i) result in any payment (including severance and unemployment compensation, forgiveness of indebtedness or otherwise) becoming due to any Continuing Employee under any Benefit Plan or otherwise, (ii) increase any benefits otherwise payable under any Benefit Plan, or (iii) result in any acceleration of the time of payment, funding or vesting of any such benefits. (c) Section 3.6(c) of the NanoString Disclosure Letter contains a true and complete list of (i) each International Plan that provides for defined benefit, severance or termination indemnity benefits, (ii) each Business Employee that is a participant in such International Plan and (iii) the total defined benefit, severance or termination indemnity benefits such Business Employee is entitled to as of November 20, 2019 (assuming, for purposes of Section 3.6(c)(iii) of the NanoString Disclosure Letter, that the Transactions have been consummated). (d) With respect to the Business Employees, neither NanoString nor any of its affiliates is a party to, any collective bargaining agreement or other Contract with a labor union, works council or labor organization (each, a “Collective Bargaining Agreement”). With respect to the Business Employees, (i) neither NanoString nor any of its Subsidiaries is (or has during the past two (2) years been) subject to a labor dispute, strike or work stoppage and (ii) there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or, to NanoString’s Knowledge, threatened in writing involving any Business Employees. (e) NanoString has provided to Veracyte a complete and accurate list of each Business Employee and Business Service Provider as of the date hereof, and, with respect to each such individual, the following information, if applicable: (i) name and title or position (redacted where required by applicable Law); (ii) original date of hire or original commencement of ...

Labor Relations; Employees and Employee Benefit Plans. (a) As of the date hereof, Seller has delivered to Purchaser a true and complete anonymized list of each Business Employee employed by Seller or any of its Affiliates as of the date hereof setting forth, to the extent permitted by applicable Data Protection Legislation, each such Business Employee’s (i) title/position, (ii) principal place of employment, (iii) status (active or on leave; full-time or part-time), (iv) hire date, (v) annual base salary or base wage rate, and (vi) target cash incentive compensation opportunity for 2022. No later than two (2) Business Days prior to the anticipated Closing Date, Seller shall deliver a revised version of such list which includes the name of each Business Employee employed by Seller or any of its Affiliates as of such date. 52 (b) Section 3.14(b) of the Seller Disclosure Schedules sets forth a list of each material Benefit Plan as of the date of this Agreement. With respect to each such material Benefit Plan, Seller has made available, or will make available as soon as reasonably practicable, to Purchaser (as applicable) the plan document embodying such material Benefit Plan and all amendments thereto (or, with respect to each material Benefit Plan that is not an Assumed Plan, a summary of the terms thereof). With respect to each Assumed Plan, Seller has made available to Purchaser (i) the most recent annual report and accompanying schedules, (ii) the most recent summary plan description and any summaries of material modifications relating to such Assumed Plan, (iii) the most recent determination or opinion letter received from the U.S. Internal Revenue Service (“IRS”) regarding the tax-qualified status of such Assumed Plan, (iv) the most recent written results of all required compliance testing and (v) copies of any material correspondence with the IRS, U.S. Department of Labor or other Governmental Entity. (c) Each Assumed Plan has been established, operated and funded in material compliance with applicable Law and the terms of such Assumed Plan, in each case, as it relates to the Business Employees. As of the date of this Agreement, there are no material Proceedings pending or, to the Knowledge of Seller, threatened in writing involving any Assumed Plan to the extent they relate to any Business Employees (other than routine claims for benefits). (d) With respect to each Assumed Plan that is intended to qualify under Section 401(a) of the Code, such plan, and its related trust, has at all times since its adopti...

Labor Relations; Employees and Employee Benefit Plans. Section 3.14(a)(i) of the Seller Disclosure Schedules sets forth, as of the date of this Agreement, a list of each material Seller Benefit Plan. Seller has made available to Purchaser copies of each such material Seller Benefit Plan (or a summary of the material terms thereof).

Labor Relations; Employees and Employee Benefit Plans. (a) Seller has made available to Purchaser a true, complete and accurate list of each Business Employee as of January 1, 2024, indicating the following for each such Business Employee (to the extent permitted by privacy law), their (i) name or identification number, (ii) date of hire, (iii) job title, (iv) status as being active or inactive (including type of leave and expected return date) and full-time or part-time, (v) work location, (vi) base annual salary or hourly wage (as applicable), (vii) incentive compensation eligibility, (viii) classification as exempt or non-exempt from overtime pay requirements (as applicable), (ix) employing entity, (x) visa type and status, (xi) accrued, unused vacation or other paid time off, and (xii) union affiliation (the “Business Employee List”). Except as set forth in Section 3.15(a) of the Seller Disclosure Schedules, there are no individuals employed by Seller or any of its Affiliates primarily dedicated to the Business other than the Business Employees. No Purchased Entity employs any individuals whose duties are not primarily dedicated to the Business. (b) Section 3.15(b) of the Seller Disclosure Schedules sets forth a list of each material Purchased Entity Benefit Plan and separately identifies each material Seller Benefit Plan. Except as noted on Section 3.15(b) of the Seller Disclosure Schedules, each Purchased Entity Benefit Plan is exclusive to the Business and does not cover any employees of Seller or its Affiliates who are not Business Employees. (c) With respect to each Purchased Entity Benefit Plan, Seller has made available to Purchaser, to the extent applicable, (i) a correct and complete copy of each such Purchased Entity Benefit Plan, (ii) any related trust agreement or other funding instrument, (iii) the most recent Internal Revenue Service determination letter, if applicable and (iv) the most recent (A) Form 5500 and attached schedules (if applicable) and (B) actuarial valuation reports. With respect to each material Seller Benefit Plan, Seller has made available to Purchaser a copy or summary of each such Seller Benefit Plan, and with respect to any Seller Benefit Plan intended to be qualified under Section 401(a) of the Code, a copy of the current IRS determination or opinion letter from the IRS. (d) Each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code has received a favorable determination letter as to its qualification and, to the Knowledge of Sell...

Labor Relations; Employees and Employee Benefit Plans. (a) Section 4.17(a) of the Fermat Disclosure Schedule sets forth (i) all employee representative bodies, including all labor unions, labor organizations and works councils that represent H&N Business Employees and (ii) all collective bargaining agreements, union contracts and similar labor agreements with a labor union or labor organization in effect (b) Each material H&N Benefit Plan in effect as of the date of this Agreement is set forth on Section 4.17(b) of the Fermat Disclosure Schedule and as applicable is separately identified as a defined benefit pension plan or Transferred H&N Benefit Plan (or as both, as the case may be), and Fermat has made available to Descartes correct and complete copies or summaries of each material H&N Benefit Plan. (c) Each U.S. H&N Benefit Plan and each Transferred H&N Benefit Plan has been operated in all material respects in compliance with applicable Law and the applicable plan document. All contributions, premiums and expenses required to be made by Law to any U.S. H&N Benefit Plan or Transferred H&N Benefit Plan or by the terms of such plans or any agreement relating thereto have been timely made in all material respects. (d) With respect to each U.S. H&N Benefit Plan that is subject to Section 302 or Title IV or Section 412, 430 or 4971 of the Code (each, an “H&N Title IV Plan”), (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived, (ii) no such H&N Title IV Plan is currently in “at risk” status within the meaning of Section 430 of the Code or Section 303(i) of ERISA, (iii) all premiums to the PBGC have been timely paid in full, (iv) no material liability (other than for premiums to the PBGC) has been or, to the Knowledge of Fermat, is expected to be incurred by Fermat or any of its ERISA Affiliates and (v) the PBGC has not instituted proceedings to terminate any such H&N Title IV Plan. Neither Fermat nor any of its ERISA Affiliates has maintained, established or contributed to, or otherwise incurred any liability or obligation (including any contingent liability) under any Multiemployer Plan within the last six years. There does not now exist, nor do any circumstances exist that would reasonably be expected to result in, any Controlled Group Liability following the Closing of Descartes, any of its Subsidiaries or any of their respective ERISA Affiliates.