Employee Matters and Benefits. 25 5.25 Guaranties.................................................................................. 30 5.26 Environment, Health, and Safety............................................................. 30 5.27 Certain Business Relationships With the Company............................................. 32 5.28 Year 2000 Compliance........................................................................ 32 5.29 No Adverse Developments..................................................................... 32 5.30 Full Disclosure............................................................................. 33
Employee Matters and Benefits. 35 5.26 Guaranties............................................ 39 5.27 Environment, Health, and Safety....................... 40 5.28 Certain Business Relationships With the Company....... 41 5.29
Employee Matters and Benefits. 29 Section 4.01 Employment...................................................................... 29 Section 4.02
Employee Matters and Benefits. (a) Schedule 3.15 of the Disclosure Schedules lists: (i) all employees and independent contractors (part-time and full-time) of the Company who had compensation in 2005 greater than $75,000 or who are expected to have annualized compensation in 2006 greater than $75,000; (ii) the rate of compensation (both salary, bonus and other compensation) payable to each such employee and independent contractor; and (iii) the accrued vacation pay, paid-time off and accrued sick days payable by the Company to each employee and independent contractor listed thereon as of September 19, 2006. Except as set forth on Schedule 3.15 of the Disclosure Schedules, (A) since December 25, 2005, the Company has not made any promise or commitment, whether oral or in writing, to increase any employee’s or independent contractor’s compensation (other than in connection with regular salary reviews), xxxxx xxxxxxxxx pay or grant any bonus to any employee, (B) the employment or engagement of each employee or independent contractor of the Company is terminable at will and the Company is not a party to nor does it have any obligations under any agreement, collective bargaining or otherwise, with any party regarding the rates of pay or working conditions of any of its employees, and (C) the Company will not owe any amounts to any of its employees or independent contractors as of the Closing Date, including, without limitation, any amounts incurred for wages, commissions, bonuses, vacation pay, sick leave or severance obligations.
Employee Matters and Benefits. Section 9.01. Xxx Xxxxxx Business Employees 123 Section 9.02. Employee Matters 126
Employee Matters and Benefits. None of the Company’s employees are covered by any collective bargaining agreement, no collective bargaining agreement is currently being negotiated and to the Company’s Knowledge, no attempt is currently being made or threatened to be made to organize any of its employees to form or enter into any labor union, employee association or similar organization. There are no strikes, slowdowns or work stoppages pending or, to the Knowledge of the Company, threatened against the Company or affecting the Company’s employees or facilities. The Company does not have any defined employee pension benefit plan (as defined in the Employee Retirement Income Security Act of 1974, as amended or recodified from time to time (“ERISA”)) maintained or contributed to by the Company, except to the extent provided and maintained by TriNet. To the Company’s Knowledge, the Company is in compliance with the applicable provisions of ERISA, except where the failure to so comply has not had, and would not reasonably be expected to have, a Material Adverse Effect.
Employee Matters and Benefits. 52 -ii- EXECUTION VERSION TABLE OF CONTENTS (continued)
Employee Matters and Benefits. (a) Except as set forth in the Disclosure Statement, neither the Company nor any of the Company Subsidiaries is a party to any collective bargaining agreement, nor to the knowledge of the Company, subject to any application for certification or threatened union-organizing campaigns for employees not covered under a collective bargaining agreement nor are there any current or, to the knowledge of the Company, threatened strikes or lockouts or work stoppages affecting the Company or any of the Company Subsidiaries or any complaints of unfair labour practices or any grievances (other than routine individual grievances). There has been delivered or otherwise disclosed or made available to the Purchaser true, correct and complete copies of all collective bargaining agreements (other than statutory collective bargaining agreements covering employees in Italy and France), together with all written amendments, modifications or supplements thereto.
Employee Matters and Benefits. Section 8.01. Identified Employees ..................................................................................... 55 Section 8.02. Employee Matters .......................................................................................... 55
Employee Matters and Benefits. 28 5.26 GUARANTIES....................................................................... 32 5.27 ENVIRONMENT, HEALTH, AND SAFETY.................................................. 32 5.28 CERTAIN BUSINESS RELATIONSHIPS WITH THE COMPANY.................................. 34 5.29
