Employees and Related Agreements. (a) Except as described in Schedule 5.15, Seller is not, with respect to the Business, a party to or bound by any oral or written:
Employees and Related Agreements. ERISA. (a) Schedule 3.15 sets forth each Plan (as hereinafter defined) which MGI or any of the Subsidiaries or any ERISA Affiliate (as hereinafter defined) maintains or contributes to, or has any obligation to contribute to, or during the six year period ending on the date hereof, maintained, contributed to, or had any obligation to contribute to, and each Plan as to which MGI or any of the Subsidiaries has any material liability (including, without limitation, a liability arising out of an indemnification, guarantee, hold harmless or similar agreement) or obligation. Except as set forth in Schedule 3.15, none of these Plans is a Single Employer Defined Benefit Plan (as hereinafter defined), a Multiemployer Plan (as hereinafter defined) or a severance pay plan.
Employees and Related Agreements. (a) (a) Schedule 3.5 lists each written employment, consulting or other similar contract between the Seller and any of the employees listed on Schedule II hereto. The Seller has, with respect to all such contracts, performed all obligations required to be performed by it and is not in default under any such contract.
Employees and Related Agreements. (a) Section 5.12 of the Disclosure Schedule contains a true and full list of the names of all the current employees of Sellers, to the extent employed with respect to the Business (the "Employees"), which list includes each Employee's salary or wage rate, date of hire and, with respect to each inactive employee, the reason for his or her absence and expected return date. Except as set forth in Section 5.12 of the Disclosure Schedule, no such employee is entitled to compensation on termination of his or her employment by Sellers (or their Affiliates, as the case may be), nor is any such employee entitled to special or additional compensation or other payment or acceleration of vesting in connection with Buyer's acquisition of the Business and the Purchased Assets or the consummation of the transactions contemplated hereunder.
Employees and Related Agreements. (a) Except as described in Schedules 5.16(A) and 5.16(B), neither Seller nor any member of Seller's Controlled Group is a party to or bound by any implied, oral or written collective bargaining agreement, employment agreement, severance agreement, consulting, advisory, independent contractor or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete, or other contract or agreement relating to employment or compensation which, individually or in the aggregate, is material to the Business. There are no material controversies pending, or, to the Knowledge of Seller, threatened between Seller or any member of its Controlled Group and its employees or former employees.
Employees and Related Agreements. (a) Schedule 5.14(A) sets forth a list of each Plan maintained in connection with the Business or in which at least one of the Business Employees participates. Sellers have made available to Buyers true and correct copies of each such Plan document and the most recent summary plan description for each such Plan (if applicable).
Employees and Related Agreements. ERISA 35 5.15 Employee Relations 37 5.16 Contracts 38 5.17 Status of Contracts 39 5.18 No Violation or Litigation 39 5.19 Significant Business Partners 40 5.20 No Finder 40 5.21 Health Care Laws and Privacy Laws 40 5.22 Exclusivity of Representations 41 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER 41
Employees and Related Agreements. (a) Schedule II.A.14 lists each Employee Benefit Plan. For these purposes, "Employee Benefit Plan" means any "employee benefit plan" (within the meaning of Section 3(3) of ERISA), stock option plan, severance agreement, employment contract, stock purchase plan, bonus program, incentive plan, cafeteria or flexible benefit plan, deferred compensation arrangement, and all other similar employee benefit plans, programs, arrangements, policies, or agreements, whether or not subject to ERISA, that WCE sponsors, maintains, or contributes to, or to which WCE has any liability thereunder.
Employees and Related Agreements. ERISA. (a) SCHEDULE 3.15 sets forth each Plan which Xxxxxxxx or any of the Subsidiaries or any ERISA Affiliate maintains or contributes to, or has any obligation to contribute to, or during the six year period ending on the date hereof, maintained, contributed to, or had any obligation to contribute to, and each Plan as to which Xxxxxxxx or any of the Subsidiaries has any material liability (including, without limitation, a liability arising out of an indemnification, guarantee, hold harmless or similar agreement) or obligation. Except as set forth in SCHEDULE 3.15, none of these Plans is a Single Employer Defined Benefit Plan, a Multiemployer Plan or a severance pay plan.
Employees and Related Agreements. (a) Section 5.13 of the Disclosure Schedule contains a true and full list of the names and salaries of all the current employees of Seller except the Retained Employees. Except as set forth in Section 5.13 of the Disclosure Schedule and except for any agreements entered into by Buyer and any such employee pursuant to Section 8.4, no such employee is entitled to compensation on termination of his or her employment by Seller, nor is any such employee entitled to special or additional compensation or other payment in connection with Buyer's acquisition of the Business (excluding the Excluded Assets and the Excluded Liabilities) and the Purchased Assets or the consummation of the transactions contemplated hereunder.
