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.
Employee and Labor Matters. Except as set forth on Schedule 6.01(p), (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (v) to the knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 Loan Party or Subsidiary.
Employee and Labor Matters. (a) Schedule 5.13(a) lists all collective bargaining agreements, works council agreements, labor union contracts, trade union agreements, and other agreements (each a “Collective Bargaining Agreement”) with any union, works council, or labor organization (each a “Union” and collectively “Unions”) to which Seller is a party or by which it is bound with respect to the Business.
(b) With respect to the Business, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(i) to Seller’s Knowledge, in the past three (3) years, no Union or group of employees of Seller has sought to organize any employees for purposes of collective bargaining, made a demand for recognition or certification, sought to bargain collectively with Seller, or filed a petition for recognition with any Governmental Body;
(ii) as of the date hereof, no Collective Bargaining Agreement is being negotiated by Seller;
(iii) in the past three (3) years there have been no strikes, lockouts, slowdowns, work stoppages, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins, sick-outs, or other forms of organized labor disruption with respect to Seller;
(iv) Seller is in compliance with all Legal Requirements, including under the Fair Labor Standards Act, relating to (A) the legal eligibility to work for all employees; (B) proper classification of each “independent contractor,” consultant, subcontractor or other contingent worker; and (C) each employee classified as “exempt” from overtime;
(v) within the past three (3) years, Seller has not failed to provide advance notice of layoffs or terminations as required by the Worker Adjustment and Retraining Notification (“WARN”) Act or any state or local Legal Requirements, regarding the termination or layoff of employees or has incurred any liability or obligation under such Legal Requirements;
(vi) Seller is in compliance with all applicable Legal Requirements relating to labor and employment, including all Legal Requirements relating to employment practices; the hiring, promotion, assignment, and termination of employees; discrimination; equal employment opportunities; disability; labor relations; wages and hours; hours of work; payment of wages; immigration; workers’ compensation; employee benefits; working conditions; occupational safety and health; family and medical leave; or employee terminations; data privacy and data protection; and
(vii) there are no pending or Thre...
Employee and Labor Matters. As of the Effective Date, there is (i) no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party which arises out of or under any collective bargaining agreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance in existence or, to any Loan Party’s knowledge, pending or threatened against any Loan Party or (iii) to the best knowledge of each Loan Party, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party. No Loan Party or any of its Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party 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 any Loan Party 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 Loan Party, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Employee and Labor Matters. (a) Section 2.20(a) to the Disclosure Schedule contains a complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunder, and to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunder.
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution period.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(d) To the Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to the Disclosure Schedule, all amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(e) Except as set forth in Section 2.20(e) to the Disclosure Schedule, there is no employment-related Proceeding of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation or breach.
(f) Section 2.20(f) to the Disclosure Schedule sets forth a complete l...
Employee and Labor Matters. (a) Neither AmSurg nor any of its Subsidiaries is a party to or bound by any material collective bargaining agreement or material labor contract, no labor union, labor organization, or group of employees of AmSurg or any of its Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority with respect to any individuals employed by or otherwise performing services for AmSurg or any of its Subsidiaries (the “AmSurg Business Personnel”), and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation pending or, to the Knowledge of AmSurg, threatened in writing against AmSurg or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any present or former AmSurg Business Personnel which is reasonably likely to materially interfere with the business activities of AmSurg and its Subsidiaries, taken as a whole. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of AmSurg, threatened against or affecting AmSurg or any Subsidiary which would, individually or in the aggregate, reasonably be expected to have an AmSurg Material Adverse Effect.
(b) AmSurg and its Subsidiaries are and for the past five years have been in compliance with all applicable Laws respecting employment and employment practices, including, without limitation, the Worker Adjustment and Retraining Notification Act, as amended, and any similar Federal, state or local Law or regulation, all Laws respecting terms and conditions of employment, health and safety, wage payment, Form I-9 matters, wages and hours, child labor, collective bargaining, immigration and work authorizations, employment discrimination, retaliation, civil rights, veterans’ rights, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, social welfare obligations, proper classification of employees as exempt and non-exempt and as employees and independent contractors, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as ...
Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party which arises out of or under any collective bargaining agreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened against any Loan Party or (iii) to the best knowledge of each Loan Party, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party. No Loan Party or any of its ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements. All material payments due from any Loan Party 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 Loan Party.
Employee and Labor Matters. (a) The Company is not, and has not been within the past three (3) years, a party to any collective bargaining agreement or other labor-related Contract with a union, works council, labor organization, or other employee representative (each, a “Labor Agreement”) with regard to any of the employees of the Company or any of its Subsidiaries (“Employees”).
(b) No union, labor organization, works council, or group of employees is presently serving as a collective bargaining agent for or otherwise representing any Employee. There are no, and there has not been within the past three (3) years, any, strikes, work stoppages, walkouts, pickets, lockouts, unfair labor practice charges, material labor grievances or arbitrations, or other labor disputes, or organizing activities, pending or, to the Company’s Knowledge, threatened, as to current or former Employees or against the Company. The Company has no legal or contractual requirement to provide notice or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreement.
(c) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no, and there has not been within the past three (3) years, any, pending or, to the Company’s Knowledge, threatened charge, complaint, or Proceeding relating to payment of wages and hours, employment discrimination, or other term or condition of employment, against the Company or any of its Subsidiaries with regard to the Employees or any independent contractors of the Company or any of its Subsidiaries, before any federal, state, or local agency, court, or administrative or arbitral tribunal.
(d) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries is and, for the past three (3) years has been, in compliance with all federal, state, provincial and local Laws respecting employment and employment practices, terms and conditions of employment, immigration, work authorization, and workplace safety, the payment of wages or salaries or other compensation, background checks, wage notices or statements, meals and r...
Employee and Labor Matters. (a) Part 2.18(a) of the Target Disclosure Schedule accurately sets forth, with respect to each employee of any Target Company (including any employee of any Target Company who is on a leave of absence or on layoff status):
(i) the name of such employee and the date as of which such employee was originally hired by the respective Target Company;
(ii) such employee's title, and a description of such employee's duties and responsibilities;
(iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the Target Companies with respect to services performed in 2004;
(iv) such employee's annualized compensation as of the date of this Agreement;
(v) each Target Employee Plan in which such employee participates or is eligible to participate; and
(vi) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the applicable Target Company's business.
(b) Except as set forth in Part 2.18(b) of the Target Disclosure Schedule, the employment of each of the Target Companies' employees who will be employed by the Purchaser on the Closing Date is terminable by the applicable Target Company at will and any such termination would not result in any amount of severance or other payment owing to such employee. The Shareholders have delivered or made available to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Target Companies.
(c) To the best of the knowledge of the Shareholders, as to each employee of any Target Company who will be employed by the Purchaser on the Closing Date:
(i) such employee does not intend to terminate his employment with the applicable Target Company;
(ii) such employee has not received an offer to join a business that may be competitive with the business of any Target Company; and
(iii) such employee is not a party to or is not bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than the applicable Target Company) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Target Company; or (B) the Target Company's business or oper...
Employee and Labor Matters. (a) Compost has provided Purchaser with a true and complete list dated as of October 31, 1999 (the "Employee Schedule") of all employees of the Company listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, the Company vehicles, club memberships or other material compensation or perquisites payable to such persons, all employee benefits received by such employees and any other material terms of any written agreement between such employees and the Company. As of the date of this Agreement, the combined projected annual payroll for the calendar year ending April 30, 1999 of the Company required to operate its business is not materially different from that as listed on the Employee Schedule, and except as described in Schedule 5.14, the Company has not entered into any agreement or agreements pursuant to which the combined annual payroll of the Company for non-hourly employees or the wage rates per hour for other employees, including projected pay increases, overtime and fringe benefit costs, required to operate its business (including all administrative and support personnel) would be greater than as listed on the Employee Schedule.
(b) Except as set forth on Schedule 5.14, the Company is not a party to or bound by any written employment agreements or commitments, other than on an at-will basis. The Company is in compliance with all applicable laws respecting the employment and employment practices, terms and conditions of employment and wages and hours of its employees and is not engaged in any unfair labor practice. All employees of the Company who work in the United States are to the best of Compost's and the Company's knowledge after reasonable investigation, lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge of Compost and the Company, threatened against the Company with respect to the Business and, during the past five years, the Company has not experienced a work stoppage.
(c) Except as set forth on Schedule 5.14, (i) the Company is not a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any employee of the Company and no such agreement or contract has been requested by any employee or group of employees of the Company, nor has there been any discussion with respect thereto by management of the Company with any employees of the Compa...
