Common use of Certain Employment Matters Clause in Contracts

Certain Employment Matters. (a) Schedule 2.26 contains a true and complete list of names and current hourly wage, monthly salary or other compensation of all directors, officers, management employees, consultants, independent contractors or managers of the Company, with a summary of existing bonuses, additional compensation and other benefits (whether current or deferred), if any, paid or payable to each such person for services rendered in the fiscal year ended December 31, 1996, or, determined as of the date hereof, to be rendered in the fiscal year ended December 31, 1997. Schedule 2.26 contains a true and complete listing and summary description of all employment, compensation, non-competition, confidentiality, consulting and independent contractor agreements between the Company or any Subsidiary thereof and its directors, officers, employees, independent contractors and consultants. (b) Except as set forth in Schedule 2.26, the Company and its Subsidiaries have complied in all material respects with all applicable laws relating to the payment and withholding of taxes, including income and social security taxes, and has withheld (and paid over to the appropriate authorities) all amounts required by local, state or federal law or by other agreement to be withheld from the wages or salaries of its employees. Neither the Company nor any Subsidiary thereof has any liability or obligation for any arrears of wages or benefits or any taxes or penalties for failure to comply with any of the foregoing. (c) Except as set forth on Schedule 2.26, the Company and its Subsidiaries are not parties to any contract with any labor organization, nor have they agreed to, been required to or been asked to recognize or negotiate any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified as representing any of their respective employees. Neither the Company nor any Subsidiary thereof has knowledge of any organization currently being made, pursued or threatened by or on behalf of any labor union with respect to their respective employees. Except as set forth on Schedule 2.26, neither the Company nor any Subsidiary thereof has, within the last three years, experienced any strike, work stoppage, slow down, lockout, grievance proceeding, claim of unfair labor practices or other significant labor difficulty of any nature, nor are any claims pending or, to the best knowledge of the Company, threatened between the Company or its Subsidiaries and any of their respective employees. (d) Except as set forth on Schedule 2.26, neither the Company nor any Subsidiary thereof has received notification that any of its current employees presently plan to terminate or otherwise resign from employment, whether by reason of the transactions contemplated hereby or otherwise. Except as set forth on Schedule 2.26, the employment of all persons presently employed or retained by the Company is terminable at will, and neither the Company nor any of its Subsidiaries will be, pursuant to any current contract, arrangement or understanding (including collective bargaining agreements), applicable law, or otherwise, obligated to pay any severance pay or other benefit by reason of the voluntary or involuntary termination of employment of any present or former employee (including managers), consultant, independent contractor or agent, prior to, on or after the Effective Date.

Certain Employment Matters. (a) Schedule 2.26 SCHEDULE 2.27 contains a true and complete list of names and current hourly wage, monthly salary or other compensation of all directors, officers, management employees, consultants, independent contractors consultants or managers of the Company, with a summary of existing bonuses, additional compensation and other benefits (whether current or deferred), if any, paid or payable to each such person for services rendered in the fiscal year ended December 31, 19961995, or, determined as of the date hereof, to be rendered in the fiscal year ended December 31, 19971996. Schedule 2.26 SCHEDULE 2.27 contains a true and complete listing and summary description of all employment, deferred compensation, non-competitionnoncompensation, confidentiality, confidential information and consulting and independent contractor agreements between the Company or any Subsidiary thereof and its directors, officers, management employees, independent contractors consultants and consultantsmanagers. (b) Except as set forth in Schedule 2.26SCHEDULE 2.27, the Company and its Subsidiaries have complied in all material respects with all applicable laws relating to the payment and withholding of taxes, including income and social security taxes, and has withheld (and paid over to the appropriate authorities) all amounts required by local, state or federal law or by other agreement to be withheld from the wages or salaries of its employees. Neither the Company nor any Subsidiary thereof has any liability or obligation for any arrears of wages or benefits or any taxes or penalties for failure to comply with any of the foregoing. (c) Except as set forth on Schedule 2.26SCHEDULE 2.27, the Company and its Subsidiaries are not parties to any contract with any labor organization, nor have they agreed to, been required to or been asked to recognize or negotiate any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified as representing any of their respective employees. Neither the Company nor any Subsidiary thereof has knowledge of any organization currently being made, pursued made or threatened by or on behalf of any labor union with respect to their respective employees. Except as set forth on Schedule 2.26SCHEDULE 2.27, neither the Company nor any Subsidiary thereof has, within the last three years, experienced any strike, work stoppage, slow down, lockout, grievance proceeding, claim of unfair labor practices or other significant labor difficulty of any nature, nor are any material claims pending or, to the best knowledge of the Company, threatened between the Company or its Subsidiaries and any of their respective employees. (d) Except as set forth on Schedule 2.26SCHEDULE 2.27, neither the Company nor any Subsidiary thereof has received notification that any of its current management employees presently plan to terminate or otherwise resign from employment, whether by reason of the transactions contemplated hereby or otherwise. Except as set forth on Schedule 2.26SCHEDULE 2.27, the employment of all persons presently employed or retained by the Company is terminable at will, and neither the Company nor any of its Subsidiaries will be, pursuant to any current contract, arrangement or understanding (including collective bargaining agreements)understanding, applicable law, or otherwise, obligated to pay any severance pay or other benefit by reason of the voluntary or involuntary termination of employment of any present or former employee (including managers)employee, consultant, independent contractor agent or agentmanager, prior to, on or after the Effective Date.

Certain Employment Matters. (a) Schedule 2.26 SCHEDULE 2.24(A) contains a true and complete list of names and current hourly wage, monthly salary or other compensation of all directors, officers, management employees, consultants, independent contractors consultants or managers of the Company, with a summary of existing bonusesbonus programs and arrangements, additional compensation and other benefits (whether current or deferred), if any, paid or payable to each such person for services rendered in the fiscal year ended December 31, 1996, or, determined as of the date hereof, to be rendered in the fiscal year ended December 31, 1997. Schedule 2.26 SCHEDULE 2.24(A) contains a true and complete listing and summary description of all employment, deferred compensation, non-competition, confidentiality, confidential information and consulting and independent contractor agreements between the Company or any Subsidiary thereof and its directors, officers, management employees, independent contractors consultants and consultantsmanagers. (b) Except as set forth in Schedule 2.26SCHEDULE 2.24(B), the Company and its Subsidiaries have complied in all material respects with all applicable laws relating to the payment and withholding of taxes, including income and social security taxes, and has withheld (and paid over to the appropriate authorities) all amounts required by local, state or federal law or by other agreement to be withheld from the wages or salaries of its employees. Neither the Company nor any Subsidiary thereof has any liability or obligation for any arrears of wages or benefits or any taxes or penalties for failure to comply with any of the foregoing. (c) Except as set forth on Schedule 2.26SCHEDULE 2.24(C), the Company and its Subsidiaries are not parties to any contract with any labor organization, nor have they agreed to, been required to or been asked to recognize or negotiate any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified as representing any of their respective employees. Neither the Company nor any Subsidiary thereof has knowledge of any organization currently being madeunion organizing drive, pursued union election or threatened by or on behalf of any labor union demand for recognition with respect to their respective employees. Except as set forth on Schedule 2.26SCHEDULE 2.24(C), neither the Company nor any Subsidiary thereof has, within the last three years, experienced any strike, work stoppage, slow down, lockout, grievance proceeding, claim of unfair labor practices or other significant labor difficulty of any nature, nor are any material claims pending or, to the best knowledge of the Company, threatened between the Company or its Subsidiaries and any of their respective employees. (d) Except as set forth on Schedule 2.26SCHEDULE 2.24(D), neither the Company nor any Subsidiary thereof has received notification that any of its current management employees presently plan to terminate or otherwise resign from employment, whether by reason of the transactions contemplated hereby or otherwise. Except as set forth on Schedule 2.26SCHEDULE 2.24(D), the employment of all persons presently employed or retained by the Company is terminable at will, and neither the Company nor any of its Subsidiaries will be, pursuant to any current contract, arrangement or understanding (including collective bargaining agreements)understanding, applicable law, or otherwise, obligated to pay any severance pay or other benefit by reason of the voluntary or involuntary termination of employment of any present or former employee (including managers)employee, consultant, independent contractor agent or agentmanager, prior to, on or after the Effective Date.

Certain Employment Matters. (a) Schedule 2.26 SCHEDULE 2.24 contains a true and complete list of names and current hourly wage, monthly salary or other compensation of all directors, officers, management employees, consultants, independent contractors consultants or managers of the Company, with a summary of existing bonuses, additional compensation and other benefits (whether current or deferred), if any, paid or payable to each such person for services rendered in the fiscal year ended December 31, 19961997, or, determined as of the date hereof, to be rendered in the fiscal year ended December 31, 19971998. Schedule 2.26 SCHEDULE 2.24 contains a true and complete listing and summary description of all employment, deferred compensation, non-competitionnoncompetition, confidentiality, confidential information and consulting and independent contractor agreements between the Company or any Subsidiary thereof and its directors, officers, management employees, independent contractors consultants and consultantsmanagers. (b) Except as set forth in Schedule 2.26SCHEDULE 2.24, the Company and its Subsidiaries have complied in all material respects with all applicable laws relating to the payment and withholding of taxes, including income and social security taxes, and has withheld (and paid over to the appropriate authorities) all amounts required by local, state or federal law or by other agreement to be withheld from the wages or salaries of its employees. Neither the Company nor any Subsidiary thereof has any liability or obligation for any arrears of wages or benefits or any taxes or penalties for failure to comply with any of the foregoing. (c) Except as set forth on Schedule 2.26SCHEDULE 2.24, the Company and its Subsidiaries are not parties to any contract with any labor organization, nor have they agreed to, been required to or been asked to recognize or negotiate any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified as representing any of their respective employees. Neither the Company nor any Subsidiary thereof has knowledge of any organization currently being made, pursued made or threatened by or on behalf of any labor union with respect to their respective employees. Except as set forth on Schedule 2.26SCHEDULE 2.24, neither the Company nor any Subsidiary thereof has, within the last three years, experienced any strike, work stoppage, slow down, lockout, grievance proceeding, claim of unfair labor practices or other significant labor difficulty of any nature, nor are any material claims pending or, to the best knowledge of the Company, threatened between the Company or its Subsidiaries and any of their respective employees. (d) Except as set forth on Schedule 2.26SCHEDULE 2.24, neither the Company nor any Subsidiary thereof has received notification that any of its current management employees presently plan to terminate or otherwise resign from employment, whether by reason of the transactions contemplated hereby or otherwise. Except as set forth on Schedule 2.26SCHEDULE 2.24, the employment of all persons presently employed or retained by the Company is terminable at will, and neither the Company nor any of its Subsidiaries will be, pursuant to any current contract, arrangement or understanding (including collective bargaining agreements)understanding, applicable law, or otherwise, obligated to pay any severance pay or other benefit by reason of the voluntary or involuntary termination of employment of any present or former employee (including managers)employee, consultant, independent contractor agent or agentmanager, prior to, on or after the Effective Date.

Certain Employment Matters. (a) Schedule 2.26 SCHEDULE 2.25(A) contains a true and complete list of names and current hourly wage, monthly salary or other compensation of all directors, officers, management employees, consultants, independent contractors consultants or managers of the Company, with a summary of existing bonuses, additional compensation and other benefits (whether current or deferred), if any, paid or payable to each such person for services rendered in the fiscal year ended December 31, 1996, or, determined as of the date hereof, to be rendered in the fiscal year ended December 31, 1997. Schedule 2.26 SCHEDULE 2.25(A) contains a true and complete listing and summary description of all employment, deferred compensation, non-competitioncompensation, confidentiality, confidential information and consulting and independent contractor agreements between the Company or any Subsidiary thereof and its directors, officers, management employees, independent contractors consultants and consultantsmanagers. (b) Except as set forth in Schedule 2.26SCHEDULE 2.25(B), the Company and its Subsidiaries have complied in all material respects with all applicable laws relating to the payment and withholding of taxes, including income and social security taxes, and has withheld (and paid over to the appropriate authorities) all amounts required by local, state or federal law or by other agreement to be withheld from the wages or salaries of its employees. Neither the Company nor any Subsidiary thereof has any liability or obligation for any arrears of wages or benefits or any taxes or penalties for failure to comply with any of the foregoing. (c) Except as set forth on Schedule 2.26SCHEDULE 2.25(c), the Company and its Subsidiaries are not parties to any contract with any labor organization, nor have they agreed to, been required to or been asked to recognize or negotiate any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified as representing any of their respective employees. Neither the Company nor any Subsidiary thereof has knowledge of any organization currently being madeunion organizing drive, pursued union election or threatened by or on behalf of any labor union demand for recognition with respect to their respective employees. Except as set forth on Schedule 2.26SCHEDULE 2.25(C), neither the Company nor any Subsidiary thereof has, within the last three years(3)years, experienced any strike, work stoppage, slow down, lockout, grievance proceeding, claim of unfair labor practices or other significant labor difficulty of any nature, nor are any material claims pending or, to the best knowledge of the Company, threatened between the Company or its Subsidiaries and any of their respective employees. (d) Except as set forth on Schedule 2.26SCHEDULE 2.25(d), neither the Company nor any Subsidiary thereof has received notification that any of its current management employees presently plan plans to terminate or otherwise resign from employment, whether by reason of the transactions contemplated hereby or otherwise. Except as set forth on Schedule 2.26SCHEDULE 2.25, the employment of all persons presently employed or retained by the Company is terminable at will, and neither the Company nor any of its Subsidiaries will be, pursuant to any current contract, arrangement or understanding (including collective bargaining agreements)understanding, applicable law, or otherwise, obligated to pay any severance pay or other benefit by reason of the voluntary or involuntary termination of employment of any present or former employee (including managers)employee, consultant, independent contractor agent or agentmanager, prior to, on or after the Effective Date.

Certain Employment Matters. (a) Schedule 2.26 contains a true and complete list of names and current hourly wage, monthly salary or other compensation of all directors, officers, management employeesemployees (all such Company employees as of the date hereof, the "Company Employees"), managers, consultants, independent contractors or managers of the Company, with a summary of existing bonuses, additional compensation and other benefits (whether current or deferred), if any, paid or payable to each such person for services rendered in the fiscal year ended December 31, 19962002, or, determined as of the date hereof, to be rendered in the fiscal year ended December 31, 19972003. Schedule 2.26 contains a true and complete listing and summary description of all employment, compensation, non-competition, confidentiality, consulting and independent contractor agreements between the Company or any Subsidiary thereof and its directors, officers, employees, independent contractors and consultants. (b) The Company, as of the Closing, will have paid all wages when due and owing and made provision for the payment of any form of accrued, but unpaid, compensation. (c) Except as set forth in Schedule 2.26, the Company and its Subsidiaries have complied in all material respects with all applicable laws laws, rules and regulations relating to the employment of labor, including those relating to wages, hours, collective bargaining and relating to the payment and withholding of taxes, including income and social security taxes, and has withheld (and paid over to the appropriate authorities) all amounts required by local, state or federal law or by other agreement to be withheld from the wages or salaries of its employees. Neither the Company nor any Subsidiary thereof has any liability or obligation for any arrears of wages or benefits or any taxes or penalties for failure to comply with any of the foregoing. (cd) Except as set forth on Schedule 2.26, the Company and its Subsidiaries are not parties to any contract with any labor organization, nor have they agreed to, been required to or been asked to recognize or negotiate any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified as representing any of their respective employees. Neither the Company nor any Subsidiary thereof has knowledge of any organization currently being made, pursued or threatened by or on behalf of any labor union with respect to their respective employees. Except as set forth on Schedule 2.26, neither the Company nor any Subsidiary thereof has, within the last three years, experienced any strike, work stoppage, slow down, lockout, grievance proceeding, claim of unfair labor practices or other significant labor difficulty of any nature, nor are any claims pending or, to the best knowledge of the Company, threatened between the Company or its Subsidiaries and any of their respective employees. (de) Except as set forth on Schedule 2.26, neither the Company nor any Subsidiary thereof has received notification that any of its current employees presently plan to terminate or otherwise resign from employment, whether by reason of the transactions contemplated hereby or otherwise. Except as set forth on Schedule 2.26, the employment of all persons presently employed or retained by the Company is terminable at will, and neither the Company nor any of its Subsidiaries will be, pursuant to any current contract, arrangement or understanding (including collective bargaining agreements), applicable law, or otherwise, obligated to pay any severance pay or other benefit by reason of the voluntary or involuntary termination of employment of any present or former employee (including managers), consultant, independent contractor or agent, prior to, on or after the Effective Date.

Certain Employment Matters. (a) Schedule 2.26 3.24 contains a true and complete list of names and current hourly wage, monthly salary or other compensation of all directors, officers, management employees, consultants, independent contractors or managers employees of the Company, with a summary of existing bonusesbonus programs and arrangements, additional compensation and other benefits (whether current or deferred), if any, paid or payable to each such person for services rendered in the fiscal year ended December 31, 1996, or, determined as of the date hereof, to be rendered in the fiscal year ended December 31, 19972000. Schedule 2.26 3.24 contains a true and complete listing and summary description of all employment, deferred compensation, non-competition, confidentiality, confidential information and consulting and independent contractor agreements between the Company or any Subsidiary thereof and its directorsemployees (excluding any bonuses or other compensation that the Company may pay to its employees in connection with the transaction contemplated by this Agreement, officers, employees, independent contractors and consultantswhich shall be described in the Closing Date Balance Sheet). (b) Except as set forth in on Schedule 2.263.24, the Company and its Subsidiaries have has complied in all material respects with all applicable laws relating to the payment and withholding of taxes, including income and social security taxes, and has withheld (and paid over to the appropriate authorities) all amounts required by local, state or federal law or by other agreement to be withheld from the wages or salaries of its employees. Neither the The Company nor any Subsidiary thereof has does not have any liability or obligation for any arrears of wages or benefits or any taxes or penalties for failure to comply with any of the foregoing. (c) Except as set forth on Schedule 2.263.24, the Company and its Subsidiaries are is not parties party to any contract with any labor organization, nor have they has it agreed to, been required to or been asked to recognize or negotiate any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified as representing any of their respective its employees. Neither the The Company nor any Subsidiary thereof has does not have knowledge of any organization currently being madeunion organizing drive, pursued union election or threatened by or on behalf of any labor union demand for recognition with respect to their respective employees. Except as set forth on Schedule 2.263.24, neither the Company nor any Subsidiary thereof hashas not, within the last three (3) years, experienced any strike, work stoppage, slow down, lockout, grievance proceeding, claim of unfair labor practices or other significant labor difficulty of any nature, nor are any material claims pending or, to the best knowledge of the Company, threatened between the Company or and its Subsidiaries and any of their respective employees. (d) Except as set forth on Schedule 2.263.24, neither the Company nor any Subsidiary thereof has not received notification that any of its current management employees presently plan to terminate or otherwise resign from employment, whether by reason of the transactions contemplated hereby or otherwise. Except as set forth on Schedule 2.263.24, the employment of all persons presently employed or retained by the Company is terminable at will, and neither the Company nor any of its Subsidiaries will not be, pursuant to any current contract, arrangement or understanding (including collective bargaining agreements)understanding, applicable law, or otherwise, obligated to pay any severance pay or other benefit by reason of the voluntary or involuntary termination of employment of any present or former employee (including managers)employee, consultant, independent contractor agent or agentmanager, prior to, on or after the Effective Closing Date.

Certain Employment Matters. (a) Schedule 2.26 contains a true and complete list of names and current hourly wage, monthly salary or other compensation of all directors, officers, management employeesemployees (all such Company employees as of the date hereof, the “Company Employees”), managers, consultants, independent contractors or managers of the Company, with a summary of existing bonuses, additional compensation and other benefits (whether current or deferred), if any, paid or payable to each such person for services rendered in the fiscal year ended December 31, 19962004 or payable thereafter, or, determined as of the date hereof, to be rendered in the fiscal year ended December 31, 19972005. Schedule 2.26 contains a true and complete listing and summary description of all employment, compensation, non-competition, severance, confidentiality, consulting and independent contractor agreements between the Company or any its Subsidiary thereof and its directors, officers, employees, independent contractors and consultants. (b) The Company, as of the Closing, will have paid all wages when due and owing and made provision for the payment of any form of accrued, but unpaid, compensation. (c) Except as set forth in Schedule 2.26, the Company and its Subsidiaries Subsidiary have complied in all material respects with all applicable laws laws, rules and regulations relating to the employment of labor, including those relating to wages, hours, collective bargaining and relating to the payment and withholding of taxes, including income and social security taxes, and has withheld (and paid over to the appropriate authorities) all amounts required by local, state or federal law or by other agreement to be withheld from the wages or salaries of its employees. Neither the Company nor any its Subsidiary thereof has any liability or obligation for any arrears of wages or benefits or any taxes or penalties for failure to comply with any of the foregoing. (cd) Except as set forth on Schedule 2.26, the Company and its Subsidiaries Subsidiary are not parties to any contract with any labor organization, nor have they agreed to, been required to or been asked to recognize or negotiate any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified as representing any of their respective employees. Neither the Company nor any its Subsidiary thereof has knowledge of any organization currently being made, pursued or threatened by or on behalf of any labor union with respect to their respective employees. Except as set forth on Schedule 2.26, neither the Company nor any its Subsidiary thereof has, within the last three years, experienced any strike, work stoppage, slow down, lockout, grievance proceeding, claim of unfair labor practices or other significant labor difficulty of any nature, nor are any claims pending or, to the best knowledge of the Company, threatened between the Company or its Subsidiaries Subsidiary and any of their respective employees. (de) Except as set forth on Schedule 2.26, neither the Company nor any its Subsidiary thereof has received notification that any of its current employees presently plan to terminate or otherwise resign from employment, whether by reason of the transactions contemplated hereby or otherwise. Except as set forth on Schedule 2.26, the employment of all persons presently employed or retained by the Company is terminable at will, and neither the Company nor any of its Subsidiaries Subsidiary will be, pursuant to any current contract, arrangement or understanding (including collective bargaining agreements), applicable law, or otherwise, obligated to pay any severance pay or other benefit by reason of the voluntary or involuntary termination of employment of any present or former employee (including managers), consultant, independent contractor or agent, prior to, on or after the Effective Date.