Laserfiche WebLink
Case 1:20-bk-12043 Doc 465-1 Filed 10/09/20 Entered 10/09/20 14:01:47 Desc <br /> Exhibit 1 - Sale Agreement between certain Debtors and the Stalking Horse Bidder Page 51 of 207 <br /> relationship; (iii) except as set forth on Schedule 5.11(d)(iii), there are no pending claims against <br /> the Sellers under any workers' compensation plan or policy or for long term disability; (iv) each <br /> of the Employees has presented documentation sufficient under the Laws of the jurisdiction in <br /> which they perform employment services for or on behalf of the Sellers authorizing the <br /> Employees to lawfully work within the jurisdictions they perform employment services for or on <br /> behalf of the Sellers; (v)to Sellers' Knowledge, no individual has been improperly excluded <br /> from, or wrongly denied benefits under, any Seller Benefit Plan; (vi) all Employees and former <br /> employees, as well as independent contractors have been properly classified under the Fair Labor <br /> Standards Act and other applicable labor and employment Laws; and (vii) Sellers are not <br /> delinquent, in any respect, in payments to any of its Employees or former employees for any <br /> wages, salaries, commissions, bonuses, profit sharing, benefits, vacation pay, fees, sums, or other <br /> compensation for any services performed for the Sellers or any of their Affiliates or amounts <br /> required to be reimbursed to such Employees. <br /> (e) Sellers have delivered to Purchaser a true, complete, and accurate schedule <br /> containing the name, title, employment status, leave status, union affiliation (if any), wage rate, <br /> and place of employment of each Employee. <br /> Section 5.12. Employee Benefits. <br /> (a) The Sellers have made available to Purchaser a true and complete list of each Seller <br /> Benefit Plan under which any current Employee employed in connection with any of the <br /> Purchased Operations has any present or future right to benefits (the "Applicable Seller Benefit <br /> Plans"). <br /> (b) Each Applicable Seller Benefit Plan and related trust has been established, <br /> maintained, operated and administered in accordance with its terms and the requirements of all <br /> applicable Laws (including ERISA and the Code) in all material respects. Each Applicable Seller <br /> Benefit Plan that is intended to be qualified under Section 401(a) of the Code (a "Qualified <br /> Benefit Plan") has received a favorable determination letter from the Internal Revenue Service, <br /> or with respect to a prototype or volume submitter plan, can rely on an opinion letter from the <br /> Internal Revenue Service to the prototype or volume submitter plan sponsor, to the effect that <br /> such Qualified Benefit Plan is so qualified. No action or other claim (other than claims for <br /> benefits in the ordinary course) is pending or, to the Knowledge of Seller, threatened with <br /> respect to any Applicable Seller Benefit Plan that would reasonably be expected to result in <br /> material liability to Purchaser or any Designated Purchasers. With respect to each Applicable <br /> Seller Benefit Plan, all reports, returns, notices and other documentation that are required to have <br /> been filed with or furnished to the Internal Revenue Service, the United States Department of <br /> Labor, or any other Governmental Body, or to the participants or beneficiaries of such <br /> Applicable Seller Benefit Plan have been filed or furnished on a timely basis in all material <br /> respects. <br /> 46 <br /> 4844-9981-3577v6 <br /> 4821-9091-9881.v1 <br />