Employees and Compensation Sample Clauses
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. Schedule 3.14 contains a true and complete list of all employees of Seller (collectively, the "Employees") and a description of all compensation arrangements affecting them. Schedule 3.14 also contains a true and complete list of all employee benefit plans or arrangements applicable to the Employees, including any:
(a) Employee welfare benefit plan," as defined in Section 3(1) of ERISA, that is maintained or administered by Seller or to which Seller contributes or is required to contribute and that covers any Employee or under which Seller has any liability (a "Welfare Plan");
(b) Multiemployer pension plan," as defined in Section 3(37) of ERISA, that is maintained or administered by Seller or to which Seller contributes or is required to contribute and which covers any Employee or under that Seller has any liability (a "Multiemployer Plan");
(c) Employee pension benefit plan," as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), to which Seller contributes or is required to contribute (a "Pension Plan");
(d) Employee plan that is maintained in connection with any trust described in Section 501(c)(9) of the Internal Revenue Code of 1986, as amended; and
(e) Employment, severance, or other similar contract, arrangement, or policy and each plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, or retirement benefits or for deferred compensation, profit-sharing, bonuses, stock options, stock appreciation rights, stock purchases, or other forms of incentive compensation or post-retirement insurance, compensation, or benefits that (A) is not a Welfare Plan, Pension Plan, or Multiemployer Plan, (B) is entered into, maintained, contributed to, or required to be contributed to by Seller or under which Seller has any liability, and (C) covers any Employee (collectively, "Benefit Arrangements").
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:
(i) Employee welfare benefit plan," as defined in Section 3(1) of ERISA, that is maintained or administered by Sellers or to which Sellers contribute or are required to contribute (a "WELFARE PLAN");
(ii) Multiemployer pension plan," as defined in Section 3(37) of ERISA, that is maintained or administered by Sellers or to which Sellers contribute or are required to contribute (a "MULTIEMPLOYER PLAN" and, together with the Welfare Plans, the "BENEFIT PLANS");
(iii) Employee pension benefit plan," as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), to which Sellers contribute or are required to contribute (a "PENSION PLAN");
(iv) Employee plan that is maintained in connection with any trust described in Section 501(c)(9) of the Internal Revenue Code of 1986, as amended; and
(v) Employment, severance, or other similar contract, arrangement, or policy and each plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, or retirement benefits or arrangement for deferred compensation, profit-sharing, bonuses, stock options, stock appreciation rights, stock purchases, or other forms of incentive compensation or post-retirement insurance, compensation, or benefits that (A) is not a Welfare Plan, Pension Plan, or Multiemployer Plan, and (B) is entered into, maintained, contributed to, or required to be contributed to by any Seller or u...
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. The Corporation will not do, nor will it agree to do, any of the following: (a) make any change in compensation payable to or to become payable, to any officer, employee (except in the Ordinary Course of Business), sales agent, or representative; or (b) make any change in benefits payable to any officer, employee (except in the Ordinary Course of Business), sales agent, or representative under any bonus or pension plan or other contract or commitment.
Employees and Compensation. (a) Commencing immediately upon the Closing Date, Purchaser shall cause the Transferred Companies or their respective Subsidiaries to continue the employment of each Transferred Company Employee. The provisions of this Article VI are solely for the benefit of the parties to the Agreement, and no employee or former employee of the Transferred Companies or their respective Subsidiaries or any other individual associated therewith shall be regarded for any purpose as a third party beneficiary of this Agreement as a result of this Article VI. In no event shall any provision of this Article VI be deemed to create or amend any employee benefit plan or to create any enforceable rights under any such plan.
(b) From and after the Closing Date, Purchaser shall assume and honor, and shall cause the Transferred Companies or their respective Subsidiaries to assume and honor, (i) all Employment Agreements and Transferred Company Benefit Plans and all liabilities thereunder in accordance with their terms as in effect immediately before Closing, and (ii) all collective bargaining agreements (and Multiemployer Plan obligations) in respect of Transferred Company Employees. Without limiting the generality of the foregoing, Purchaser agrees following the Closing Date to cause the Transferred Companies or their respective Subsidiaries to assume and honor, each of the agreements and plans listed on Section 6.1(b)(i) of the Parent Disclosure Schedule (the “Retention Arrangements”) and not to make any amendment or modification to any of the Retention Arrangements that would be adverse to participants without the consent of the affected parties. Notwithstanding the foregoing, Parent shall reimburse Purchaser for the payment of the retention and/or transaction bonuses specifically identified on Section 6.1(b)(ii) of the Parent Disclosure Schedule (the “Retention Payments”) and paid to the Transferred Company Employees pursuant to the terms of and subject to the satisfaction of the conditions of the Retention Arrangements. Following the Closing Date (and at least two weeks prior to the payment date for any Retention Payment), Parent shall provide Purchaser with a retention payment spreadsheet(s) setting forth (i) the names of the Transferred Company Employees eligible for Retention Payments under the applicable Retention Arrangements, (ii) the amount(s) of any such retention payment, (iii) the date of payment thereof and (iv) whether a release of claims is required (the “Retention S...
Employees and Compensation. The Company has no employees and has never had any employees.
Employees and Compensation. 24 3.14.2 Certain Labor Matters........................25 3.14.3 Employee Benefit Plans; ERISA................25 Section 3.15 Compliance with Law...................................27 3.15.1 General......................................27 3.15.2 Permits......................................27 3.15.3
Employees and Compensation. 22 5.5 Dividends; Changes in Stock................................. 22 5.6 Issuance of Securities...................................... 22 5.7
Employees and Compensation. 8 (b) Labor Relations9 (c) Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 3.13 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 3.14