Employees; Employee Benefits. (a) Schedule 3.13(a) hereto sets forth the names of all current employees of the Company (the “Employees”) and such Employee’s job title, the location of employment of such Employee, such Employee’s current salary, the amount of any bonuses or other compensation paid since December 31, 2003 to such Employee, the date of employment of such Employee and the accrued vacation time of such Employee. Schedule 3.13(a) hereto sets forth a true and correct statement of the liability, if any, of the Company for accrued but unused sick pay. There are no outstanding loans from the Company to any officer, director, employee, agent or consultant of the Company, or to any other Related Person. Schedule 3.13(a) hereto sets forth a complete and correct description of all severance policies of the Company. Complete and correct copies of all written agreements (or, in the case of oral agreements, a complete and correct description) with Employees and all employment policies, and all amendments and supplements thereto, have previously been delivered to the Parent, and a list of all such agreements and policies is set forth on Schedule 3.13(a). None of the Employees has, to the knowledge of the Company and the Sole Stockholder, indicated a desire to terminate his or her employment, or any intention to terminate his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement. Except as set forth on Schedule 3.13(a) hereto, since December 31, 2003, the Company has not (i) increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, except in the ordinary course of business consistent with past practice, (ii) increased the term or tenure of employment for any Employee, except in the ordinary course of business consistent with past practice, (iii) increased the amounts payable to any of the Employees upon the termination of any such person’s employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan (as such term is defined herein).
Employees; Employee Benefits. (a) Buyer shall be entitled to discuss potential post-Closing employment opportunities and responsibilities with any Business Employee provided that any employment offers are conditioned upon Closing, and further provided that Buyer shall continue to comply with the non-solicitation provisions of the non-disclosure agreement signed by Buyer and Seller if this Agreement is terminated in accordance with Section 10.1. Prior to the Closing Date and as contemplated by Section 3.2, Seller shall effect a restructuring of the Business by terminating certain Business Employees as described in Schedule 8.8(a) (the “Restructuring”). Prior to the Closing Date, Seller shall also transfer to the Companies (i) all Business Employees whose employment has not been or will not be terminated as part of the Restructuring and who have agreed to become employed by Buyer or either of the Companies at Closing and (ii) all employees of Seller who have agreed to become employed by Buyer or either of the Companies at Closing. Seller shall pay all costs associated with the Restructuring in accordance with Seller’s current policies and practices. Buyer will take no post-closing actions that will trigger obligations or liabilities on the part of Seller with respect to the Restructuring, including without limitation obligations and liabilities under the Worker Adjustment and Retraining Notification Act, as amended. Because the Companies do not directly employ most of their respective employees as of the date of the Agreement and most employees who perform services for the Business are employed directly by Seller, certain Intellectual Property Rights and Technology directly related to and used primarily in the current operation of the Business may be owned by Seller pursuant to confidentiality, nondisclosure and invention assignment agreements between Seller and such Business Employees and by virtue of the employer—employee relationship between Seller and the Business Employees. Prior to the Closing, Seller shall assign to the Companies all of Seller’s right, title and interest in and to Intellectual Property Rights and Technology used primarily in the current operations of the Business that was developed or created by the Business Employees, and Seller shall assign to the Companies all applicable right, title and interest of Seller under such agreements between Seller and such Business Employees. Prior to Closing, Seller must also record the assignment of all Patents and Trademarks purs...
Employees; Employee Benefits. 17 Section 3.12
Employees; Employee Benefits. 37 5.10 Employee Pension Plan..........................................39 5.12 Welfare Benefits...............................................41 5.13 Taxes..........................................................42 5.14
Employees; Employee Benefits. (a) Schedule 2.12(a) sets forth the names of all employees of Seller as of the date of this Agreement (the "Employees") and, with respect to each Employee, such Employee's job title and the date of commencement of employment of such Employee. Seller has accrued on its books and records all obligations for salaries, vacations, benefits and other compensation with respect to its Employees and any of its Former Employees (as defined below), to the extent required by GAAP, including, but not limited to, severance, bonuses, incentive and deferred compensation, and all commissions and other fees payable to salespeople, sales representatives and other agents. Seller does not currently offer, and has never offered, retiree health and insurance benefits to Employees and Former Employees, and Seller has no liabilities (contingent or otherwise) with respect thereto. Except as set forth in the Schedule 2.12(a), there are no outstanding loans from Seller to any of its affiliates. Complete and correct copies of all material written agreements with or concerning Employees, including, without limitation, union and collective bargaining agreements, and all employment policies, and all amendments and supplements thereto, have been delivered to Buyer, and a list of all such agreements and policies is set forth in the Schedule 2.12(a) Except as set forth in Schedule 2.12(a), none of the Employees has, to the best knowledge of Seller and each Seller Stockholder, indicated a desire to terminate his or her employment other than at normal retirement age, or any intention to terminate his or her employment in connection with the transactions contemplated by this Agreement. Except as set forth in the Seller Schedules, since September 30, 1999, Seller has not (i) except in the ordinary course of business and consistent with past practice, increased the salary or other compensation payable or to become payable to or for the benefit of any of the Employees, (ii) provided any of the Employees with any increased security or tenure of employment, (iii) increased the amounts payable to any of the Employees upon the termination of any such person's employment or (iv) adopted, increased, augmented or improved benefits granted to or for the benefit of any of the Employees under any Benefit Plan.
Employees; Employee Benefits. (a) The Acquired Companies do not have, and since their formation have not ever had, any employees. Each of the Acquired Companies is not a party to nor bound by, and since its formation has never been party to nor bound by, any collective bargaining agreements or any other labor-related agreements with any labor union or labor organization. There are no strikes, lockouts, work stoppages, slowdowns or other material labor disputes against or affecting, in any material respect, any Acquired Company or the Project.
Employees; Employee Benefits. 16 5.9 Insurance...................................................................18 5.10
Employees; Employee Benefits. (a) Schedule 2.13(a) hereto sets forth the names of all current employees of and independent contractors providing services to the Company (the “Employees”). Any person who has provided or is providing services to the Company and who has not or will not receive an IRS W-2 form has been classified as an independent contractor in full compliance with federal and state wage and hour laws and the Company has fully and accurately reported such independent contractors compensation on IRS forms 1099 when required to do so.
Employees; Employee Benefits. (a) Abraxas has no collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to Abraxas’ knowledge, threatened with respect to Abraxas. To Abraxas’ knowledge, no employee of each of Abraxas and its Subsidiaries, nor any consultant with whom each of Abraxas and its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, each of Abraxas and its Subsidiaries because of the nature of the business to be conducted by each of Abraxas and its Subsidiaries; and to Abraxas’ knowledge the continued employment by each of Abraxas and its Subsidiaries of its present employees, and the performance of each of Abraxas and its Subsidiaries’ contracts with its independent contractors, will not result in any such violation. Neither Abraxas nor any of its Subsidiaries received any notice alleging that any such violation has occurred. Neither Abraxas nor any of its Subsidiaries is aware that any officer, key employee or group of employees intends to terminate his, her or their employment with each of Abraxas and its Subsidiaries, nor does each of Abraxas and its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.
Employees; Employee Benefits. (a) Parent agrees that individuals who are employed by the Company as of the Effective Time shall become employees of the Surviving Corporation following the Effective Time (each such employee, an "Affected Employee"); provided, however, that nothing contained in this Section 7.8 shall require the Surviving Corporation to continue the employment of any Affected Employee for any period of time following the Effective Time.
