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.
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.
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.
Labor Relations; Employees and Employee Benefit Plans. (a) Section 3.15(a) of the Seller Disclosure Schedules sets forth a list of each Benefit Plan and separately identifies as such each Purchased Company Benefit Plan. Sellers have made available to Buyer correct and complete copies of each Benefit Plan (or, to the extent that no such copy exists, an accurate written description thereof). In addition, with respect to each Purchased Company Benefit Plan, Sellers have made available to Buyer, to the extent applicable, (i) any related trust agreement or other funding instrument; (ii) the currently effective summary plan description required under ERISA, (iii) the most recent IRS determination letter; and (iv) the most recent (A) Form 5500 and attached schedules, (B) audited financial statements and (C) actuarial valuation reports.
Labor Relations; Employees and Employee Benefit Plans. (a) Section 3.14(a) of the Seller Disclosure Schedules sets forth a list, as of the date of this Agreement, of each material Benefit Plan. Seller has made available to Purchaser correct and complete copies of each such material Benefit Plan (or, to the extent that no such copy exists, an accurate written description thereof). EXHIBIT 2.1
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). -
Labor Relations; Employees and Employee Benefit Plans. (a) Section 3.15(a) of the Seller Disclosure Schedules sets forth a true and complete list of each material Benefit Plan and separately identifies each material Purchased Company Benefit Plan and with respect to each such Benefit Plan, Seller has made available to Purchaser, to the extent applicable, (i) a correct and complete copy of each such plan (or a description, if such plan is not written) and all amendments thereto, (ii) any related trust agreement or other funding instrument and amendments thereto, (iii) the most recent IRS determination letter or opinion letter, (iv) the current prospectus or summary plan description and all summaries of material modifications, (v) the most recent (A) Form 5500 and attached schedules and (B) actuarial valuation report, (vi) all material documents and correspondence relating thereto received from or provided to the IRS, the U.S. Department of Labor, the PBGC or any other Governmental Entity or the plan sponsor of any Multiemployer Plan during the past year, and (vii) if such plan is an International Benefit Plan, documents that are substantially comparable (taking into account differences in applicable Law and practices) to the documents required to be provided in clauses (i) through (vi).
Labor Relations; Employees and Employee Benefit Plans. (a) Transferor has made available to Transferee a complete and accurate census that sets forth each Platform Employee as of a date that is not more than three (3) Business Days prior to the date hereof and, in each case, to the extent permitted by applicable Law, (i) name or employee identification number; (ii) job title; (iii) employing entity; (iv) work location; (v) current annual salary or hourly wage rate, as applicable; (vi) exempt or non-exempt status; (vii) commission, bonus or other cash incentive-based compensation opportunity; (viii) active or leave status; and (ix) visa status (if applicable). The Platform Employees are sufficient in number to operate in all material respects the Transferred Assets and the Mortgage Servicing Platform in substantially the same manner as conducted by the Transferring Entities and their Affiliates prior to the Closing. Each Platform Employee primarily or exclusively devotes his or her working time to performing services to or on behalf of the Transferred Assets and the Mortgage Servicing Platform, and the Transferring Entities and their Affiliates do not employ any individuals who primarily devote their time to performing services on behalf of the Transferred Assets and the Mortgage Servicing Platform who are not listed on Section 3.9(a) of the Transferor Disclosure Schedule.
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
