16Labor Matters Clause Samples

16Labor Matters. There are no strikes, lockouts or slowdowns against any Company pending or, to the knowledge of the Loan Parties, threatened that have resulted in, or would reasonably be expected to result in, a Material Adverse Effect. The hours worked by and payments made to employees of any Company have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other applicable Legal Requirement dealing with such matters in any manner that has resulted in, or would reasonably be expected to result in, a Material Adverse Effect. All payments due from any Company, or for which any claim may be made against any Company, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Company, except to the extent that the failure to do so has not resulted in, and would not reasonably be expected to result in, a Material Adverse Effect.
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16Labor Matters. (a) Section 3.16(a) of the Disclosure Schedules accurately sets forth, for each Business Employee and Business Contractor (including employees on leave of absence): (i) name and employer; (ii) job title; (iii) date of employment or engagement; (iv) classification as employee or independent contractor; (v) classification as exempt or non-exempt under the Fair Labor Standards Act and analogous state law; (vi) current annual salary rate or hourly pay rate for employees and annualized compensation rate for contractors; (vii) the number of hours of vacation time or paid time off currently accrued and the dollar amount thereof; and (viii) whether on leave and expected date of return. (b) Except as provided on Section 3.16(b) of the Disclosure Schedule, no Transferred Entity is a party to or bound by any Contract with an employee or other service provider, and no member of the Seller Group is a party to or bound by any Contract with a Business Employee or Business Contractor, that (i) is not terminable at will by the employer without prior notice; or (ii) imposes any obligation to pay any severance, retention bonus, change-of-control payment or other similar payment other than as required by applicable Law in each jurisdiction. The Transferred Entities have not entered into any senior executive employment contract (contrato de trabajo especial de alta dirección) with any of the Business Employees or with any other individual. (c) Except as provided on Section 3.16(c) of the Disclosure Schedule, each Transferred Entity, and each member of the Seller Group that employs any Business Employee or employed any Former Business Employee, is not now, and not been in the past three (3) years, a party to or bound by any collective bargaining agreement or other Contract, or any duty to bargain, with a Union. ​ ​ (d) There is not now, and has not been in the past three (3) years, any strike, lockout, concerted slowdown, work stoppage, picketing or other material labor dispute involving any Business Employee, any Transferred Entity or any member of the Seller Group that employs any Business Employee or employed any Former Business Employee. To the Knowledge of the Business, there is not now, and has not been in the past three (3) years, in respect of any Transferred Entity or any Business Employee or Former Business Employee, any pending or threatened (i) demand for recognition of a Union as bargaining representative, (ii) written petition for election before the National Labo...
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Related to 16Labor Matters

  • Labor Matters No labor problem or dispute with the employees of the Company or any of its subsidiaries exists or is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, that could have a Material Adverse Effect.

  • Employees; Labor Matters (a) Neither the Company nor any Company Subsidiary is party to, bound by, or in the process of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organization. (b) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none of the employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or any Company Subsidiary, (ii) no written demand for recognition of any employees of the Company or any Company Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

  • Employment and Labor Matters (a) The Company has made available to Parent a true and complete listing of each current employee of the Company or any of its Subsidiaries and any future employee who has formally accepted a written offer of employment with the Company or any of its Subsidiaries, including for each: (i) name (unless located in a non-U.S. jurisdiction); (ii) work location; (iii) date of hire or expected start date; (iv) job title; (v) annual base salary or hourly wage rate; (vi) target annual bonus or incentive compensation for the current fiscal year (or other applicable bonus or incentive period); (vii) exempt classification status under the Fair Labor Standards Act (if applicable), (viii) full-time or part-time status; (ix) whether on a work visa; and (x) employing entity. The Company has made available a list of each natural Person who currently serves as an independent contractor, consultant, PEO Staff or other non-employee service provider of the Company or any Subsidiary. (b) Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or other agreement with a labor union, works council or other employee representative body, and there are no such agreements which pertain to employees of the Company or any of its Subsidiaries in existence or in negotiation. No employees of the Company or any of its Subsidiaries are represented by a labor union, works council or other employee representative body. Neither the Company nor any of its Subsidiaries have experienced any strike or material grievance, claim of unfair labor practices, or other collective bargaining dispute within the past two (2) years, and to the Company’s knowledge, no such strike or material grievance, claim of unfair labor practices, or other collective bargaining dispute is threatened. Neither the Company nor any of its Subsidiaries will incur any notice, consultation or consent obligations with respect to any labor union, works council or other employee representative body in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby. There are no, and for the past two (2) years there have been no, Actions or material disputes (A) between the Company or any of its Subsidiaries and any of their respective employees, independent contractors or PEO Staff or (B) by or before any Governmental Body affecting the Company or any of its Subsidiaries concerning employment matters. To the Company’s knowledge, (i) there are no Actions or any material disputes threatened (A) between the Company or any its Subsidiaries and any of their respective employees, independent contractors or PEO Staff or (B) by or before any Governmental Body affecting the Company or any of its Subsidiaries concerning employment matters, and (ii) there is no current campaign being conducted to solicit cards from or otherwise organize employees of the Company or any of its Subsidiaries or to authorize a labor union, works council or other employee representative body to request that the National Labor Relations Board (or any other Governmental Body) certify or otherwise recognize such a body with respect to employees of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries have been subject to an application by a labor union, works council or other employee representative body to be declared a common or related employer under labor relations legislation. (c) The Company and its Subsidiaries are in compliance in all material respects with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, human rights, discrimination, pay equity, employment equity, workers’ compensation, safety and health, worker classification (including employee-independent contractor classification and the proper classification of employees as exempt employees and non-exempt employees), the Worker Adjustment and Retraining Notification Act (“WARN”) and any similar foreign, state, provincial or local “mass layoff” or “plant closing” Law. There has been no “mass layoff” or “plant closing” (as defined by WARN or any similar foreign, state, provincial or local Laws) with respect to the Company or any of its Subsidiaries within the two (2) years prior to the Closing Date. As of the date of this Agreement, to the Company’s knowledge, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to the Company or any of its Subsidiaries to terminate employment with the Company or any of its Subsidiaries within the next twelve (12) months. To the Company’s knowledge, no employee, independent contractor or PEO Staff of the Company or any of its Subsidiaries is a party to, or is otherwise bound by, any agreement, including any confidentiality or non-competition agreement, that in any material way prohibits, adversely affects or restricts the performance of such Person’s duties as presently conducted. (d) To the Company’s knowledge, in the last three (3) years prior to the date of this Agreement, no allegations of sexual harassment or sexual misconduct have been made to the Company or any of its Subsidiaries against any director, officer, employee, independent contractor or PEO Staff of the Company or any of its Subsidiaries. In the last three (3) years prior to the date of this Agreement, neither the Company or any Subsidiary has entered into any settlement agreements related to allegations of sexual harassment or misconduct by a director, officer, employee, independent contractor or PEO Staff of the Company or any of its Subsidiaries.

  • Employee and Labor Matters There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

  • Employees and Labor Matters (a) Except as otherwise disclosed in Section 3.13 of the Partnership Disclosure Schedule, Section 3.14(a) of the Partnership Disclosure Schedule contains a true and complete list of all employment or employment related Contracts with any current or former officer, director, employee or consultant that involve an unsatisfied Liability of the Partnership in excess of $2,000, and true and complete copies of all such employment or employment related Contracts have been delivered to Purchaser. (b) Except for the employment agreements set forth in Section 3.14(b) of the Partnership Disclosure Schedule or as otherwise set forth in such Section of the Disclosure Schedule, neither Purchaser nor the Partnership will have any responsibility for continuing any person in the employ (or retaining any person as a consultant) of the Partnership from and after the Closing or have any Liability for any severance payments to or similar arrangements (including bonuses) with any such person who shall cease to be an employee or consultant of the Partnership at or prior to the Closing. (c) Except as set forth in Section 3.14(c) of the Partnership Disclosure Schedule, (i) there is not occurring, and there has not occurred during the previous five years, or, to the knowledge of the Partnership, been threatened, any strike, slow down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against either Partnership or its premises or products; (ii) there are, and during the previous five years have been, no complaints or grievances known to the Partnership by any union, other group, or class of employees or other persons which are unsettled or unresolved; and (iii) to the knowledge of the Partnership, no union or other labor organization has attempted to organize any of the employees of the Partnership. (d) Except as set forth in Section 3.14(d) of the Partnership Disclosure Schedule, the Partnership has complied with all legal requirements relating to employment and labor. Except as set forth in Section 3.14(d) of the Partnership Disclosure Schedule, there are, and since the formation of the Partnership have been, and to the knowledge of the Partnership in the two years prior to the formation of the Partnership, no complaints or grievances that have been formally filed with the Partnership or any Governmental Entity by any employee, consultant, customer or vendor of the Partnership or former employee, consultant, vendor or customer of the Partnership which are unsettled or unresolved relating to claims of sexual harassment or related claims arising out of the same facts and circumstances concerning any officer or director of the Partnership. Except as otherwise disclosed in Section 3.14(d) of the Partnership Disclosure Schedule, to the knowledge of the Partnership and Sellers, no facts or circumstances exist that would reasonably be expected to result in a claim of wrongful termination, employment discrimination, sexual harassment or other related claim by any current or former employee of the Partnership against the Partnership or partner of the Partnership in their capacity as a director or officer.