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) 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 3.17(a) of the Descartes Disclosure Schedule sets forth (i) all employee representative bodies, including all labor unions, labor organizations and works councils that represent Ag 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 Ag Business Employees (including works council agreements) (each, an “Ag Labor Agreement”). Descartes has made available to Fermat correct and complete copies of each Ag 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 Ag Business Employees is not available prior to the date hereof, a copy of such works council agreement shall be made available to Fermat no later than fifteen (15) Business Days following the date hereof. To the Knowledge of Descartes, there are no current union organizing efforts with respect to Ag Business Employees.
(b) Each material Ag Benefit Plan in effect as of the date of this Agreement is set forth on Section 3.17(b) of the Descartes Disclosure Schedule and as applicable is separately identified as a defined benefit pension plan or Transferred Ag Benefit Plan (or as both, as the case may be), and Descartes has made available to Fermat correct and complete copies or summaries of each material Ag Benefit Plan.
(c) Each U.S. Ag Benefit Plan and each Transferred Ag 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. Ag Benefit Plan or Transferred Ag 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. Ag Benefit Plan that is subject to Section 302 or Title IV or Section 412, 430 or 4971 of the Code (each, an “Ag Title IV Plan”), (i) there does not
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 3.16(a)(i) of the Seller Disclosure Schedules sets forth a complete and accurate list of each Business Employee as of the date hereof, and with respect to each such Business Employee, specifies (i) such Business Employee’s date of hire and service commencement date, if different; (ii) such Business Employee’s current base salary, wage rate or fees; (iii) such Business Employee’s target bonus percentage or amount for the current year; (iv) such Business Employee’s job title; (v) such Business Employee’s location and country of employment or service; and (vi) whether such Business Employee is covered by a Collective Bargaining Agreement (in the case of U.S. Business Employees) (the “Business Employee Census”). Between the date hereof and the Closing Date, Seller shall provide regular updates of the Business Employee Census to Purchaser that reflect changes in the Business Employees that shall also include, with respect to each such Business Employee, (i) such Business Employee’s paid time off, vacation, sick or similar entitlements, (ii) whether such Business Employee is an Inbound Employee, Carveout Employee or Functional Transfer Employee, (iii) each U.S. Business Employee’s exempt or non-exempt status (and for International Business Employees, analogous classifications, if applicable); and (iv) whether such Business Employee is an Active Employee or an Inactive Employee (and if an Inactive Employee, the nature of the leave of such individual and the anticipated end date of such leave), including a final Business Employee Census on the Closing Date. Section 3.16(a)(ii) of the Seller Disclosure Schedules sets forth a complete and accurate summary of the general terms of service for the Business Independent Contractor.
(b) Section 3.16(b) of the Seller Disclosure Schedules sets forth a list of each material Benefit Plan, and separately identifies each material Transferred Benefit Plan. Seller has made available to Purchaser correct and complete copies of each such Transferred Benefit Plan, including all material amendments thereto and any summary plan description (or, to the extent that no such copy exists, an accurate written description thereof). In addition, with respect to each such Transferred Benefit Plan, Seller has made available to Purchaser, to the extent applicable, (i) any related trust agreement or other funding instrument; (ii) the most recently issued ruling, determination or opinion letter by a Governmental Entity regarding the ta...
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) 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. 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) 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.
Labor Relations; Employees and Employee Benefit Plans. (a) The information regarding the Business Employees included in the census attached to Section 1.1(a) of the Seller Disclosure Schedules is true and complete. Each Business Employee listed on Section 1.1(a) of the Seller Disclosure Schedules is an employee of Seller who provides services primarily for the Business.
(b) Section 3.17(b) of the Seller Disclosure Schedules sets forth (and separately identifies), as of the date of this Agreement, a true and complete list of each material Seller Benefit Plan and each Transferred Benefit Plan, and the most recent summary plan description and any summary of material modification thereto for such Benefit Plans. Seller has made available to Purchaser copies of the following with respect to each Transferred Benefit Plan, to the extent applicable: (i) the plan document and any amendments thereto (or, to the extent that no such copy exists or Seller is not able to obtain such copy prior to the date hereof, a written description thereof), (ii) with respect to each Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code (a “Seller 401(a) Plan”), the most recent Internal Revenue Service determination or opinion letter and any pending request for such a letter, if applicable, (iii) any related trust agreement or other funding instrument and any amendments thereto, (iv) the most recent annual report on Form 5500 and attached schedules (if applicable), audited financial statements and actuarial valuation reports and (v) for any Transferred Benefit Plan, any non-routine filings made in respect of such Transferred Benefit Plan with any Governmental Entity. Each Transferred Benefit Plan, as listed on Section 3.17(b) of the Seller Disclosure Schedules, constitutes a Benefit Plan that is exclusively maintained for, or entered into with, one or more Transferred Business Employees.
(c) Each Transferred Benefit Plan and Seller 401(a) Plan has been operated in compliance in all material respects with its terms and applicable Law, and all contributions, premiums and expenses required to be made by applicable Law or by the terms of a Transferred Benefit Plan or a Seller 401(a) Plan have been timely made or accrued. To the Knowledge of Seller, there has been no “prohibited transaction” (within the meaning of Section 406 of ERISA or Section 4975 of the Code and other than a transaction that is exempt under a statutory or administrative exemption) with respect to any Transferred Benefit Plan or Sell...
