Employees and Compensation. Schedule 3.12 contains a true and complete list of all employees of the Station, their job description, date of hire, salary and amount and date of last salary increase. Schedule 3.12 also contains a true and complete list as of the date of this Agreement of all employee benefit plans or arrangements applicable to the employees of the Station and all fixed or contingent liabilities or obligations of Seller with respect to any person now or formerly employed by Seller at the Station, including pension or thrift plans, individual or supplemental pension or accrued compensation arrangements, contributions to hospitalization or other health or life insurance programs, incentive plans, bonus arrangements, and vacation, sick leave, disability and termination arrangements or policies, including workers' compensation policies, and a description of all fixed or contingent liabilities or obligations of Seller with respect to any person now or formerly employed at the Station or any person now or formerly retained as an independent contractor at the Station.
Employees and Compensation. Company will not do or agree to do any of the following acts: (i) grant any increase in salaries payable or to become payable by either of them, to any officer, employee, sales agent, or representative; (ii) increase benefits payable to any officer, employee, sales agent, or representative under any bonus or pension plan or other contract or commitment; or (iii) enter into or modify any collective bargaining agreement to which it is a party or by which it may be bound.
Employees and Compensation. Schedule 3.11 contains a true and complete list as of the date of this Agreement of all employees of the Seller engaged in the Intermittent Testing Business (collectively, the "Employees") and a description of all compensation arrangements affecting them, including all written or oral employment agreements, all accrued vacation and other obligations that have accrued as of the date of this Agreement, such schedule to be updated prior to the Closing pursuant to Section 5.12. Except as set forth in Schedule 3.11, all Employees of the Seller are employed "at will" and may be terminated at any time with or without cause, without payment of additional compensation beyond accrued salary and vacation, and with no more than two weeks notice. There is no organized labor strike, dispute, slowdown or stoppage, collective bargaining or unfair labor practice claim, union representation question or arbitration or grievance proceeding, (collectively, "Labor Matters"), pending, or to the knowledge, of the Seller threatened, against or affecting the Seller. Schedule 3.11 lists each Labor Matter that involves a claim or potential claim against, or that enjoins or compels or seeks to enjoin or to compel any activity by the Seller with respect to the Intermittent Testing Business. The Seller is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination, occupational safety and health, and unfair labor practices. There is no unemployment discrimination or unfair labor practice charge or complaint against the Seller pending or, to the knowledge of the Seller, threatened before the National Labor Relations Board, Office of Federal Contract Compliance Programs, U.S. Equal Employment Opportunity Commission, or any comparable state, local or foreign agency. The Seller has not experienced any material work stoppage in the last 18 months. The Seller is not delinquent in payments to any of its Employees for any wages, salaries, commissions, bonuses or other compensation for any services performed by them or amounts required to be reimbursed to such Employees. Upon termination of the employment of any of the Employees of the Seller before or after the Closing Date, neither the Purchaser, or except as set forth in Schedule 3.11, the Seller, will be liable to such employees for severance...
Employees and Compensation. (a) The Company is in compliance in all material respects with all applicable Legal Requirements respecting employment and employment practices in the jurisdictions within which they operate including the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, ERISA, the Code and state fair employment practices laws.
Employees and Compensation. The Company has no employees and has never had any employees.
Employees and Compensation. Schedule 3.14 contains a true and complete list of all employees of Sellers employed at the Stations as of June 30, 1999 who earned in excess of $20,000 in 1998 or whose present rate of pay would cause them to earn more than that amount in 1999, and indicates the salary and bonus, if any, to which each such Employee is currently entitled (limited in the case of Employees who are compensated on a commission basis to a general description of the manner in which such commissions are determined). As of the date of this Agreement, Sellers have no knowledge that any General Manager, Sales Manager, or Program Director employed at the Stations currently plans to terminate employment, whether by reason of the transactions contemplated by this Agreement or otherwise. Schedule 3.14 also contains a true and complete list of all employee benefit plans or arrangements covering the employees employed at the Stations (the "EMPLOYEES"), including, with respect to the Employees any:
Employees and Compensation. 8 (b) Labor Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 (c) Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 3.13 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 3.14
Employees and Compensation. Schedule 3.14.1 delivered hereunder sets forth a complete and accurate list as of the date hereof of all individuals who are employed by or otherwise working in the Business including any person on leave (specifying any on either short or long term disability), and Seller shall update such list prior to Closing and such updated list shall be deemed the final and complete list of all such employees (the "Employees"). Schedule 3.14.1 correctly lists each Employee's present rate of compensation, date of hire, date of birth, job title and whether such Employee is classified as an exempt or non-exempt employee all as of the date of such Schedule. Seller has delivered or made available to Buyer prior to the date of this Agreement complete and correct copies of all written employment agreements covering any Employee.
Employees and Compensation. (a) Each Company is in compliance in all material respects with the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, ERISA, and state fair employment practices, laws and regulations and other laws prohibiting employment discrimination.
Employees and Compensation. Schedule 2.13 sets forth a ------------ -------------------------- ------------- complete and accurate list of (a) all employment and consulting contracts, arrangements or plans with any employee of or consultant to the Company or any Subsidiary and (b) all employees of and consultants to the Company or any Subsidiary, with 1998 compensation in excess of $100,000, showing date of hire, hourly rate or salary or other basis of compensation and other benefits accrued as of a recent date, each increase and bonus granted since January 1, 1998, and job function of salaried employees. None of the employees of the Company or any Subsidiary is represented by a union, and there is no labor strike, dispute, slowdown, stoppage, organizational effort, dispute or proceeding by or with any employee or former employee of the Company or any Subsidiary or any labor union pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary.
