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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationship.
Appears in 5 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement (Laclede Group Inc)
Employee and Labor Matters. (a) Except as set forth on Schedule 5.13(a4.17(a) lists all collective bargaining agreementsof the Disclosure Schedule, works council agreementssince December 31, 2012, (i) there has not been nor is there pending, or the Knowledge of the Acquired Entities, threatened, any labor union contractsstrike, trade union agreementswalk-out, slowdown, work stoppage, lockout or other material labor dispute involving employees of an Acquired Entity or any of its Subsidiaries, (ii) no Acquired Entity nor any of its Subsidiaries has received written notice of any unfair labor practice charges against such Acquired Entity or any of its Subsidiaries that are pending before the National Labor Relations Board or any similar state, local or foreign Governmental Authority, and other agreements (each a “Collective Bargaining Agreement”iii) with no Acquired Entity nor any unionof its Subsidiaries has received written notice of any pending or in progress and, 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 BusinessKnowledge of the Acquired Entities, threatened, suits, actions or other proceedings in connection with an Acquired Entity or any of its Subsidiaries before any court, the Equal Employment Opportunity Commission or any similar state, local or foreign Governmental Authority responsible for the prevention of unlawful employment practices, except, in the case of each of clauses (ii) and (iii) above, for any such matters that would not reasonably be expected to be Material.
(b) With respect None of the Acquired Entities or any of their Subsidiaries is, or has since December 31, 2012 been, a party or bound to any collective bargaining agreement. To the Business, except as would not, individually or in Knowledge of the aggregate, reasonably be expected to have a Material Adverse Effect:
(i) to Seller’s Knowledge, in the past three (3) yearsAcquired Entities, 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 Sellerunion organizing efforts are currently being, or filed a petition for recognition with any Governmental Body;
(ii) as of the date hereofsince December 31, no Collective Bargaining Agreement is being negotiated by Seller;
(iii) in the past three (3) years there have been no strikes2012 been, lockouts, slowdowns, work stoppages, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins, sick-outs, or other forms of organized labor disruption conducted with respect to Seller;any employees of an Acquired Entity or Subsidiary of an Acquired Entity.
(ivc) Seller is Except as set forth on Schedule 4.17(c) of the Disclosure Schedule, each Acquired Entity and its Subsidiaries are, and have been, in compliance in all material respects with all Legal RequirementsApplicable Laws respecting employment practices, including under the Fair Labor Standards Act, provisions thereof relating to terms and conditions of employment and wages and hours (A) including the legal eligibility to work for all employees; (B) proper classification of each “persons as employees or independent contractor,” consultant, subcontractor contractors 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “tempnon-exempt” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipunder Applicable Law).
Appears in 3 contracts
Samples: Transaction Agreement (MSG Entertainment Spinco, Inc.), Transaction Agreement (MSG Entertainment Spinco, Inc.), Transaction Agreement (Madison Square Garden Co)
Employee and Labor Matters. (a) Schedule 5.13(aExcept as set forth on Section 4.19(a) lists all collective bargaining agreementsof the Company Disclosure Schedule, works council agreementsneither the Company nor any of its Subsidiaries is a party to or subject to, labor union contractsor is currently negotiating in connection with entering into, trade union agreements, and other agreements (each a “any Collective Bargaining Agreement”) with any union. To the Company’s Knowledge, works councilas of the date hereof, or there is no labor organization (each a “Union” and collectively “Unions”) to which Seller is a party or by which it is bound union organizing activity being conducted with respect to any segment of the Business.
(b) With respect Company Employees and, since January 1, 2020, there has been no labor dispute, grievance, arbitration, unfair labor practice or strike, lockout, picketing, hand billing, slowdown, concerted refusal to work overtime, or work stoppage against or affecting the BusinessCompany or any of its Subsidiaries, in each case, pending or threatened in writing, except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect:.
(b) Neither the Company nor any of its Subsidiaries has, (i) to Seller’s Knowledge, in the past last three (3) years, no Union or group of employees of Seller has sought to organize effectuated any employees for purposes of collective bargainingplant closing, 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-outsmass layoff, or other forms of organized labor disruption with respect reduction in force subject 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 similar state, local, or local Legal Requirementsforeign Applicable Law (collectively, regarding the termination “WARN Act”) without complying with the notice and other provisions of the WARN Act; or layoff of employees or has (ii) incurred any liability or obligation under such Legal Requirements;the WARN Act that remains unsatisfied, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(vic) Seller is The Company and its Subsidiaries are, and since January 1, 2019, have been, in compliance with all applicable Legal Requirements relating to Applicable Laws respecting labor and employment, including all Legal Requirements provisions thereof relating to fair employment practices; the hiring, promotionterms and conditions of employment, assignmentcollective bargaining, unfair labor practices, reductions in force, equal employment opportunity, employment discrimination, harassment, civil rights, safety and health, disability, employee benefits, immigration, background checks, paid or unpaid leave, classification of employees and independent contractors, and termination of employees; discrimination; equal employment opportunities; disability; labor relations; wages and hours; hours , and since March 1, 2020, have been in compliance with all Applicable Laws respecting COVID-19, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as provided in Section 4.19(c) of work; payment the Company Disclosure Schedule, since January 1, 2019, no Legal Action or other written notice of wages; immigration; workers’ compensation; employee benefits; working conditions; occupational safety and health; family and medical leave; any non-compliance with any Applicable Law relating to labor or employee terminations; data privacy and data protection; andemployment has been made or, to the Company’s Knowledge, threatened in writing against the Company or any of its Subsidiaries, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(viid) there are (i) To the Company’s Knowledge, since January 1, 2020, no pending officer, director or Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class Key Employee of the foregoing, Company has been or any Governmental Body, in each case is being investigated in connection with his any misconduct or her affiliation withcover-up of misconduct related to discrimination or harassment based on sex, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employmentrace, or any other discriminatoryprohibited characteristic, wrongful, or tortious conduct nor subject to any disciplinary action in connection with such misconduct, that could reasonably be expected to cause any material damage to the reputation or business of the Company or its Subsidiaries; (ii) no charges or written complaints of discrimination or harassment based on sex, race, or any other prohibited characteristic have been made against the Company, its Subsidiaries, or any of their officers, directors or Key Employees, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; and (iii) neither the Company nor any of its Subsidiaries have entered into any written settlement with any Company Service Provider relating to a charge or complaint by such Company Service Provider alleging discrimination or harassment based on sex, race, or any other prohibited characteristic.
(e) The Company has made available to Parent a true, complete and accurate list of each Company Service Provider from January 1, 2020 until the date of this Agreement, including, to the extent applicable and permissible by Applicable Law, employee or service provider name or unique identifier, job title, hire date, current employment relationshipstatus, exempt/non-exempt status, employment location and base salary.
(f) As of the date hereof, neither the Company nor any of its Subsidiaries have implemented, in response to COVID-19, any material workforce reductions, material reductions in or material changes to compensation or to Company Plans, nor has the Company or any of its Subsidiaries applied for or received loans or payments under the Coronavirus Aid, Relief, and Economic Security Act, as signed into law by the President of the United States on March 27, 2020 (the “CARES Act”), claimed any tax credits under the CARES Act, or deferred any Taxes under the CARES Act.
Appears in 3 contracts
Samples: Merger Agreement (Washington Dennis R), Merger Agreement (Sokol David L), Merger Agreement (Atlas Corp.)
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 Neither the Company nor any union, works council, or labor organization (each a “Union” and collectively “Unions”) to which Seller of its Subsidiaries is a party to or bound by which it a collective bargaining agreement, agreement with any works council or other labor-related contract or arrangement with any labor or trade union, labor organization or works council (each, a “Labor Agreement”), nor is bound any such Labor Agreement presently being negotiated, nor, to the Knowledge of the Company, are there any employees of the Company or any of its Subsidiaries represented by a labor or trade union, labor organization or works council with respect to their employment with or service to the BusinessCompany or any of its Subsidiaries. With respect to the employees of the Company and its Subsidiaries, there are no pending or, to the Knowledge of the Company, threatened (i) representation or certification proceedings or unfair labor practice complaints brought before or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (ii) labor organizing efforts or campaigns, nor have there been any such labor organizing efforts or campaigns since January 1, 2016, or (iii) labor strike, dispute, lockout, slowdown, stoppage or other material organized work interruption or labor-related grievance, nor have there been any such labor issues since January 1, 2016.
(b) With respect Except where any non-compliance has not had, and would not reasonably be expected to the Business, except as would nothave, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance with all Labor Agreements and applicable Laws respecting employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, independent contractor classification, classification of employees as exempt versus nonexempt, equal pay, child labor, immigration and work authorizations, employment discrimination and harassment, employee leave issues, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, social welfare obligations and unemployment insurance.
(c) Except where any breach has not had, and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect:
, to the Knowledge of the Company, no key employee of the Company or any of its Subsidiaries has materially breached any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to Seller’s Knowledgethe Company or any of its Subsidiaries or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company or any of its Subsidiaries or (B) to the knowledge or use of trade secrets or proprietary information.
(d) To the Knowledge of the Company, in the past three last five (35) years, no Union allegations of sexual harassment or group similar misconduct have been made against (i) any officer of employees of Seller has sought to organize any employees for purposes of collective bargaining, made a demand for recognition the Company or certification, sought to bargain collectively with Seller, its Subsidiaries in his or filed a petition for recognition with any Governmental Body;
her capacity as such or (ii) as an employee of the date hereof, no Collective Bargaining Agreement is being negotiated by Seller;
(iii) Company or its Subsidiaries at a level of Vice President or above 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class capacity as an employee of the foregoing, Company or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipits Subsidiaries.
Appears in 3 contracts
Samples: Merger Agreement (Iac/Interactivecorp), Merger Agreement (Care.com Inc), Merger Agreement (Iac/Interactivecorp)
Employee and Labor Matters. (a) Schedule 5.13(a) lists all Neither the Company nor any of its Subsidiaries is a party to or subject to, has voluntarily applied to enter into, or is currently negotiating in connection with entering into, any collective bargaining agreementsagreement, works council agreementssocial plan or other agreement with any labor union, labor union contracts, trade union agreements, and other agreements (each a “Collective Bargaining Agreement”) with any union, organization or works council, and no such contract is presently being negotiated other than industry-wide or national agreements. Neither the Company nor any Subsidiary of the Company has established any works council or other employee representative body, and no employees of the Company or any of its Subsidiaries are represented by any labor union or other labor organization. To the knowledge of the Company, there are no current nor have there been at any time during the last three (3) years any campaign or other union organizing activity to authorize representation by any labor union or labor organization (each a “Union” and collectively “Unions”) to which Seller is a party or by which it is bound with respect to any Company Service Provider, and neither the BusinessCompany nor any Subsidiary of the Company is or has been in default of any requirement to establish any works council or other employee representative body. There are no current and there have not been any labor strikes, slowdowns, work stoppages, lockouts or any similar activity or dispute affecting the Company or any of its Subsidiaries during the last three (3) years, and to the knowledge of the Company, no such labor strike, slowdown, work stoppage, lockout or any similar activity or dispute is threatened.
(b) With respect Except for matters that would not have or reasonably be expected to the Business, except as would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect:
(i) to Seller’s Knowledge, in the past Company and each of its Subsidiaries is, and during the last three (3) years, no Union or group has been, in compliance with all applicable Laws relating to employment and employment practices (including equal employment opportunity Laws), terms and conditions of employees of Seller has sought to organize any employees for purposes of collective bargainingemployment, made a demand for recognition or certificationimmigration, sought to bargain collectively with Sellerworkers’ compensation, or filed a petition for recognition with any Governmental Body;long term disability, occupational safety, plant closings, compensation and benefits, worker classification, exempt and non-exempt status, affirmative action, employee and data privacy, and wages and hours (“Employment Practices”).
(iic) Except for matters that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date hereofof this Agreement, (i) there are no Actions pending or scheduled by any Governmental Authority or, to the knowledge of the Company, threatened, pertaining to the Employment Practices of the Company or any of its Subsidiaries, (ii) no complaints relating to Employment Practices of the Company or any of its Subsidiaries have been filed with any Governmental Authority or submitted in writing to the Company or any of its Subsidiaries and, to the knowledge of the Company, no Collective Bargaining Agreement is being negotiated by Seller;
such complaints are threatened and (iii) there is no unfair labor practice charge against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or any similar labor relations authority.
(d) To the knowledge of the Company, as of the date of this Agreement, no Company Service Provider at or above the Grade 9 level has advised the Company or any of its Subsidiaries in writing of his or her intention to terminate his or her relationship or status as a Company Service Provider for any reason, including because of the consummation of the Transactions, and the Company and its Subsidiaries have no plans or intentions as of the date of this Agreement to terminate any such Company Service Provider.
(e) Except for matters that would not have or reasonably be expected to have, individually or in the past three aggregate, a Company Material Adverse Effect, (3i) years there have been no strikes, lockouts, slowdowns, work stoppages, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins, sick-outs, or other forms neither the Company nor any of organized labor disruption with respect to Seller;
(iv) Seller is in compliance with all Legal Requirements, including its Subsidiaries has incurred any Liability 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 Act of 1988, 29 U.S.C. § 2101, et seq., or any similar state or local Law (collectively, “WARN”) Act that remains unsatisfied and (ii) there has been no “mass layoff” or “plant closing,” as defined by WARN, with respect to the Company or any state or local Legal Requirements, regarding of its Subsidiaries within the termination or layoff six months prior to the date 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining this Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationship.
Appears in 3 contracts
Samples: Purchase Agreement, Purchase Agreement (Qualcomm Inc/De), Purchase Agreement (NXP Semiconductors N.V.)
Employee and Labor Matters. (a) Schedule 5.13(a5.14(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 or the Subsidiary 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 or the Subsidiary has sought to organize any employees for purposes of collective bargaining, made a demand for recognition or certification, sought to bargain collectively with SellerSeller or the Subsidiary, or filed a petition for recognition with any Governmental Body;
(ii) except as set forth in Schedule 5.14(b)(ii), to Seller’s Knowledge, as of the date hereof, no Collective Bargaining Agreement is being negotiated by SellerSeller or the Subsidiary;
(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 or the Subsidiary is in compliance in all material respects 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 or the Subsidiary 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, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(vi) Seller or the Subsidiary is in compliance in all material respects with all applicable Legal Requirements relating to labor and employment, including to 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 material pending or Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any material administrative investigations, charges, claims, actions, or proceedings), against Seller or the Subsidiary brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of SellerSeller or the Subsidiary, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, SellerSeller or the Subsidiary, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationship.
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Southern Union Co), Purchase and Sale Agreement (Laclede Group Inc)
Employee and Labor Matters. (a) Schedule 5.13(aExcept as set forth in Section 3.19(a) lists all of the Company Letter, neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreementsagreement or other labor-related agreement with any labor union, labor organization or works council agreements, (a “Labor Agreement”); neither the Company nor any Subsidiary of the Company has established any works council or other employee representative body; and to the knowledge of the Company no employees of the Company or any of its Subsidiaries are represented by any labor union contractsor other labor organization. To the knowledge of the Company, trade there are no current nor have there been at any time during the last three (3) years campaigns or other union agreements, and other agreements (each a “Collective Bargaining Agreement”) with organizing activities to authorize representation by any union, works council, labor union or labor organization (each a “Union” and collectively “Unions”) to which Seller is a party or by which it is bound with respect to any employees of the BusinessCompany or any of its Subsidiaries. Neither the Company nor any Subsidiary of the Company is or has been in default of any requirement to establish any works council or other employee representative body. There are no current or, to the knowledge of the Company, threatened labor strikes, slowdowns, work stoppages, lockouts or any similar activity or dispute affecting the Company or any of its Subsidiaries.
(b) With respect Except for matters that would not have or reasonably be expected to the Business, except as would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect:
(i) to Seller’s Knowledge, in the past Company and each of its Subsidiaries is, and during the last three (3) years, no Union or group of employees of Seller has sought to organize any employees for purposes of collective bargainingbeen, 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, Agreements and applicable Laws relating to labor, employment and employment practices (A) the legal eligibility to work for all employees; (B) proper classification including discrimination and equal employment opportunity Laws), terms and conditions 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 hiringimmigration, 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 , long term disability, occupational safety, plant closings and layoffs, compensation and benefits; working conditions; occupational safety , worker classification, exempt and health; family non-exempt status, affirmative action and medical leave; or employee terminations; data privacy wages and data protection; andhours (“Employment Practices”).
(viic) As of the date of this Agreement, (i) there are no material Actions pending or Threatened lawsuitsscheduled before any Governmental Authority or, grievancesto the knowledge of the Company, threatened pertaining to the Employment Practices of the Company or any of its Subsidiaries, (ii) no material complaints relating to Employment Practices of the Company or any of its Subsidiaries have been filed with any Governmental Authority or submitted in writing to the Company or any of its Subsidiaries and (iii) there are no material unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), charges against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, the Company or any group or class of its Subsidiaries pending or, to the knowledge of the foregoingCompany, threatened before the National Labor Relations Board or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any similar labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshiprelations authority.
Appears in 3 contracts
Samples: Purchase Agreement (Thermo Fisher Scientific Inc.), Purchase Agreement (Patheon N.V.), Purchase Agreement (Patheon N.V.)
Employee and Labor Matters. (a) Schedule 5.13(aWith respect to each Eligible Employee (as each such term is defined in Section 9.1), to the extent not prohibited by applicable Legal Requirements, the Seller has provided the Purchaser with the following information: (i) lists all collective bargaining agreementsthe name; (ii) date of hire; (iii) aggregate amounts of the compensation (including wages, works council agreementssalary, labor union contractscommissions, trade union agreementsdeferred compensation, housing or car allowances, bonuses, profit-sharing payments and other agreements (each a “Collective Bargaining Agreement”payments) with received by such employee from the Seller or any union, works council, or labor organization (each a “Union” and collectively “Unions”) to which Affiliate of the Seller is a party or by which it is bound with respect to services performed in the Businessyear ended December 31, 2012; (iv) such employee’s annualized base salary and bonus opportunity as of the date of this Agreement; (v) the location of such employee’s principal place of business; (vi) exempt/non-exempt status; (iv) union membership or work council coverage; (viii) execution status of Intellectual Property Right assignments to the Seller or its Affiliates (including description thereof); and (ix) any accrued holiday and/or overtime entitlement.
(b) With respect to Except as set forth in Part 2.10(b) of the Business, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
Disclosure Letter: (i) to neither the Seller nor any Affiliate of the Seller’s Knowledge, in the past three (3) yearsis bound by, no Union or group of employees of Seller a party to, or has sought to organize any employees for purposes of collective bargaining, made a demand for recognition or certification, sought duty to bargain collectively with Selleror consult with, any works council, labor union, association or filed a petition for recognition with other employee group, employee representative committee or similar body representing any Governmental Body;
Eligible Employees, and (ii) no labor union or employee organization has been certified or recognized as the collective bargaining representative of the date hereof, no Collective Bargaining Agreement is being negotiated by Seller;any Eligible Employees.
(iiic) in During the past three (3) years there have not been any and, to the Knowledge of the Seller, there are, with respect to the Seller and its Affiliates, no threatened, strikes, lockouts, slowdowns, work stoppages, boycottsslowdowns, handbillinglockouts, picketingunion organizing campaigns, walkouts, demonstrations, leafleting, sit-ins, sick-outsdemands for recognition, or other forms of organized labor disruption with respect to Seller;representation proceedings regarding or affecting any Eligible Employees. No mass layoffs (as defined by the Worker Readjustment and Notification Act (29 U.S.C. § 2101)) have been announced since January 1, 2013 or are being planned.
(ivd) The Seller is and the Affiliates of Seller are, and for the past three (3) years have been, in compliance in all material respects with all applicable Legal RequirementsRequirements respecting the employment of the Eligible Employees, including under the Fair Labor Standards Actincluding, but not limited to Legal Requirements relating to (A) equal employment opportunity, discrimination and/or harassment on the legal eligibility to work for all employees; (B) proper classification basis of each “independent contractor,” consultantrace, subcontractor national origin, religion, gender, disability, age, workers’ compensation, or any other contingent worker; protected classification, affirmative action, hiring practices, immigration, workers’ compensation, unemployment compensation, the withholding and (C) each payment of payroll taxes and union dues, the payment of social security contributions, employment of minors, health and safety, labor relations, collective bargaining agreements, payment of wages, hours worked, pay equity, employee classified as “exempt” from overtime;classification, leaves of absence, plant closings, and mass layoffs.
(ve) within The Seller and any Affiliate of Seller are, and for the past three (3) years have been, in compliance in all material respects with all applicable collective bargaining agreements and other agreements respecting the Eligible Employees.
(f) Except as set forth on Part 2.10(f) of the Disclosure Letter, all of the Eligible Employees employed in the United States are employed at will.
(g) Except as set forth on Part 2.10(g) of the Disclosure Letter, during the past three (3) years, there have not been any material claims, demands, or proceedings asserted against the 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 Affiliate of Seller by or local Legal Requirementson behalf of any Eligible Employee, 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 employmentincluding, 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 Threatened lawsuitsbut not limited to, grievances, arbitration proceedings, unfair labor practice charges, arbitrations, discrimination charges, investigationswage and hour complaints, hearingsand safety complaints.
(h) Except as set forth in this Agreement, actionsno proposal, claims assurance or proceedings (including without limitation commitment has been communicated to any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of Eligible Employee regarding any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with material change to his or her affiliation withterms of employment agreement or working conditions or regarding the continuance, introduction, increase or the performance improvement of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, benefits or any Governmental Body, discretionary arrangement or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshippractice.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Oclaro, Inc.), Option Agreement (Oclaro, Inc.), Asset Purchase Agreement (Ii-Vi Inc)
Employee and Labor Matters. (a) Part 2.18(a) of the Seller Disclosure Schedule 5.13(a) lists all collective bargaining agreementsaccurately sets forth, 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 each employee of the BusinessSeller who will be employed by the Purchaser on the Closing Date (including any employee of the Seller 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 Seller;
(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 Seller with respect to services performed in 2004;
(iv) such employee's annualized compensation as of the date of this Agreement;
(v) each Seller 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 Seller's business.
(b) With respect Except as set forth in Part 2.18(b) of the Seller Disclosure Schedule, the employment of each of the Seller's employees who will be employed by the Purchaser on the Closing Date is terminable by the Seller at will and any such termination would not result in any amount of severance or other payment owing to such employee. The Seller has delivered to the BusinessPurchaser accurate and complete copies of all employee manuals and handbooks, except disclosure materials, policy statements and other materials relating to the employment of the current and former employees of the Seller.
(c) To the best of the knowledge of the Seller and the Members, as would not, individually or in to each employee of the aggregate, reasonably Seller who will be expected to have a Material Adverse Effectemployed by the Purchaser on the Closing Date:
(i) such employee does not intend to terminate his employment with the 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) such employee has not received an offer to join a business that may be competitive with the Seller's business; 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 Seller) 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 Seller; or (B) the Seller's business or operations.
(d) Part 2.18(d) of the Seller Disclosure Schedule accurately sets forth, with respect to each independent contractor of the Seller whose services will be continued by the Purchaser after the Closing Date:
(i) the name of such independent contractor and the date as of which such independent contractor was originally hired by the date hereof, no Collective Bargaining Agreement is being negotiated by Seller;
(ii) a description of such independent contractor duties and responsibilities;
(iii) in the past three aggregate dollar amount of the compensation (3including all payments or benefits of any type) 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 received by such independent contractor from the Seller with respect to Sellerservices performed in 2004;
(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 terms of each “compensation of such independent contractor,” consultant, subcontractor or other contingent worker; and (C) each employee classified as “exempt” from overtime;and
(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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his Authorization that is held by such independent contractor and that relates to or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct is useful in connection with the Seller's business.
(e) Except as set forth in Part 2.18(e) of the Seller Disclosure Schedule, the Seller is not a party to or bound by, and the Seller has never been a party to or bound by, any employment relationshipagreement or any union contract, collective bargaining agreement or similar Contract.
(f) There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting the Seller, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the best of the knowledge of the Seller and the Members, no event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the best of the knowledge of the Seller and the Members, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Seller Employee, including, without limitation, charges of unfair labor practices or discrimination complaints.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Local Matters Inc.), Asset Purchase Agreement (Local Matters Inc.), Asset Purchase Agreement (Local Matters Inc.)
Employee and Labor Matters. (a) Section 3.12(a) of the Company Disclosure Schedule 5.13(a) lists contains a true and complete list of all collective bargaining agreementscurrent employees of the Company, works council agreementswhether full time, labor union contractspart time or otherwise as of the Effective Date (the “Employees”), trade union agreementsspecifying their job title/position, date of hire and salary (or 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 Businesscompensation measure).
(b) With respect to Except as set forth on Section 3.12(b) of the BusinessCompany Disclosure Schedule, except as would the Company is 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 and 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 not 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 a party to any collective bargaining agreement or any written employment or compensation agreements with regard to any of the Employees.
(c) Except as set forth on Section 3.12(c) of the Company Disclosure Schedule, the, to the Knowledge of the Company, no union is presently serving as a collective bargaining agent for any Employee. There are no, and there has not failed been within the past three (3) years, any, strikes, work stoppages, walkouts, pickets, lockouts, or other labor disputes, organizing activities pending or, to provide advance notice the Knowledge of layoffs the Company, threatened in writing, as to the Employees.
(d) Except as set forth on Section 3.12(c) of the Company Disclosure Schedule, there is no, and there has not been within the past three (3) years, any, pending or terminations as required by threatened in writing charge, complaint, or Proceeding relating to payment of wages and hours, employment discrimination, against the Company with regard to the Employees or any independent contractors of the Company, before any federal, state, or local agency, court, or administrative or arbitral tribunal.
(e) To the Knowledge of the Company, the Company is and, for the past three (3) years has been, in compliance in all material respects with all federal, state, and local Laws respecting employment and employment practices, terms and conditions of employment, immigration, work authorization, COVID-19, and workplace safety, equal opportunity employment, non-discrimination, non-retaliation, anti-harassment, disability accommodation, classification of Service Providers, the payment of wages or overtime wages or salaries or other compensation, background checks, wage notices or statements, meals and rest breaks, hours, benefits, the Worker Adjustment and Retraining Notification (“WARN”) Act or any of 1988 and similar state or local Legal Requirementslaws, 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 employmentcollective bargaining, 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; , unemployment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety and health; family and medical leave; or employee terminations; data privacy and data protection; andsafety.
(viif) there are no pending Since October 1, 2021, to the Knowledge of the Company, the Company and its Subsidiaries have not received or Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actionsbeen subject to any material complaints, claims or proceedings (including without limitation any administrative investigationsactions alleging sexual harassment, charges, claims, actionssexual misconduct, or proceedings)discrimination committed by any director, against Seller brought by officer or on behalf other senior managerial employee of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, the Company or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipits Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Emcore Corp), Merger Agreement (Emcore Corp)
Employee and Labor Matters. (a) Schedule 5.13(aWith respect to each Eligible Employee and each Company Employee (as each such term is defined in Section 9.1), to the extent not prohibited by applicable Legal Requirements, the Seller has provided the Purchaser with the following information: (i) lists all collective bargaining agreementsthe name; (ii) date of hire; (iii) aggregate amounts of the compensation (including wages, works council agreementssalary, labor union contractscommissions, trade union agreementsdeferred compensation, housing or car allowances, bonuses, profit-sharing payments and other agreements (each a “Collective Bargaining Agreement”payments) with any unionreceived by such employee from the Company, works councilthe Seller, or labor organization (each a “Union” and collectively “Unions”) to which any Affiliate of the Seller is a party or by which it is bound with respect to services performed in the Businessyear ended December 31, 2012; (iv) such employee’s annualized base salary and bonus opportunity as of the date of this Agreement; (v) the location of such employee’s principal place of business; (vi) exempt/non-exempt status; (iv) union membership or work council coverage; (viii) execution status of Intellectual Property Right assignments to the Company, Seller or its Affiliates (including description thereof); and (ix) any accrued holiday and/or overtime entitlement.
(b) With respect to Except as set forth in Part 2.11(b) of the Business, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
Disclosure Letter: (i) to Seller’s Knowledgeneither the Seller nor the Company, in the past three (3) yearsnor any Affiliate of either such entity, no Union is bound by, or group of employees of Seller a party to, or has sought to organize any employees for purposes of collective bargaining, made a demand for recognition or certification, sought duty to bargain collectively with Selleror consult with, any works council, labor union, association or filed a petition for recognition with other employee group, employee representative committee or similar body representing any Governmental Body;
Eligible Employees or Company Employees, and (ii) no labor union or employee organization has been certified or recognized as the collective bargaining representative of the date hereof, no Collective Bargaining Agreement is being negotiated by Seller;any Eligible Employees or Company Employees.
(iiic) in During the past three (3) years there have not been any and, to the Knowledge of the Seller, there are, with respect to the Seller, its Affiliates and the Company, no threatened, strikes, lockouts, slowdowns, work stoppages, boycottsslowdowns, handbillinglockouts, picketingunion organizing campaigns, walkouts, demonstrations, leafleting, sit-ins, sick-outsdemands for recognition, or other forms of organized labor disruption with respect to Seller;representation proceedings regarding or affecting any Eligible Employees or Company Employees. No mass layoffs (as defined by the Worker Readjustment and Notification Act (29 U.S.C. § 2101)) have been announced since January 1, 2013 or are being planned.
(ivd) The Company, Seller is and the Affiliates of Seller are, and for the past three (3) years have been, in compliance in all material respects with all applicable Legal RequirementsRequirements respecting the employment of the Eligible Employees and Company Employees, including under the Fair Labor Standards Actincluding, but not limited to Legal Requirements relating to (A) equal employment opportunity, discrimination and/or harassment on the legal eligibility to work for all employees; (B) proper classification basis of each “independent contractor,” consultantrace, subcontractor national origin, religion, gender, disability, age, workers’ compensation, or any other contingent worker; protected classification, affirmative action, hiring practices, immigration, workers’ compensation, unemployment compensation, the withholding and (C) each payment of payroll taxes and union dues, the payment of social security contributions, employment of minors, health and safety, labor relations, collective bargaining agreements, payment of wages, hours worked, pay equity, employee classified as “exempt” from overtime;classification, leaves of absence, plant closings, and mass layoffs.
(ve) within The Company, Seller and any Affiliate of Seller are, and for the past three (3) years have been, in compliance in all material respects with all applicable collective bargaining agreements and other agreements respecting the Eligible Employees and Company Employees.
(f) Except as set forth on Part 2.11(f) of the Disclosure Letter, all of the Eligible Employees and Company Employees employed in the United States are employed at will.
(g) Except as set forth on Part 2.11(g) of the Disclosure Letter, during the past three (3) years, there have not been any material claims, demands, or proceedings asserted against the Company, 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 Affiliate of Seller by or local Legal Requirementson behalf of any Eligible Employee, regarding the termination Company Employee 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 employmentformer Company Employee, including all Legal Requirements relating to employment practices; the hiringincluding, 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 Threatened lawsuitsbut not limited to, grievances, arbitration proceedings, unfair labor practice charges, arbitrations, discrimination charges, investigationswage and hour complaints, hearings, actions, claims or proceedings and safety complaints.
(including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or h) Except as set forth on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class Part 2.11(h) of the foregoingDisclosure Letter, no employee of the Company employed in the United States has a notice period longer than six months nor is there a termination compensation payable for termination on due notice, which would exceed the equivalent of six months’ salary. All employment agreements are substantially on standard terms as disclosed in Part 2.11(h) of the Disclosure Letter. Since January 1, 2013, there has been no unusual change in the number of employees of the Company or in the terms and conditions of their employment or remuneration other than in the ordinary course of business. There are no material salary increases resolved but not yet implemented. There are no employment or benefit agreements, plans or arrangements entitling any Governmental Bodyemployee to severance or other payment consequent upon a change of control of the Company.
(i) Except as set forth in this Agreement, in each case in connection with no proposal, assurance or commitment has been communicated to any Eligible Employee or Company Employee regarding any material change to his or her affiliation withterms of employment agreement or working conditions or regarding the continuance, introduction, increase or improvement of any benefits or any discretionary arrangement or practice, and the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class sale of the foregoingShares pursuant to this Agreement will not entitle any employee of the Company to severance payment, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employmentunemployment compensation, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipform of payment.
Appears in 2 contracts
Samples: Share and Asset Purchase Agreement (Oclaro, Inc.), Share and Asset Purchase Agreement (Ii-Vi Inc)
Employee and Labor Matters. (a) Section 4.15(a) of the Disclosure Schedule 5.13(a) lists contains a list of 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) persons who are Affected Employees as of the date hereof, no Collective Bargaining Agreement is being negotiated by Seller;
and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) in hire date; and (iv) current annual base compensation or hourly rate of pay. As of the past three (3) years there date hereof, all compensation, including wages, commissions and bonuses payable and due to employees, independent contractors or consultants of the Business for services performed on or prior to the date hereof have been no strikes, lockouts, slowdowns, work stoppages, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins, sick-outs, paid in full.
(b) Seller has not agreed to recognize any union or other forms of organized labor disruption collective bargaining unit with respect to Seller;
(ivthe Business, nor has any union or other collective bargaining unit been certified as representing any Affected Employees. Except as set forth on Section 4.15(b) of the Disclosure Schedule, since December 31, 2009, the Business and Seller with respect to the Business is and has been in compliance compliance, in all material respects, with all Legal Requirementsapplicable Laws regarding employment and employment practices, including under the Fair Labor Standards Act, and those Laws relating to terms and conditions of employment, wages and hours, and plant closing, occupational safety and health, collection and payment of withholding and/or social security Taxes and any similar Tax, labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance and workers’ compensation and is not engaged, nor has it engaged, in any unfair labor practices. Except as set forth on Section 4.15(b) of the Disclosure Schedule, since December 31, 2009, the Business and Seller with respect to the Business has not and has not had any (Ai) unfair labor practice charges or complaints pending or, to the legal eligibility to work for all employeesKnowledge of Seller, threatened against it before the National Labor Relations Board; (Bii) proper classification labor grievances or arbitrations pending or, to the Knowledge of each “independent contractor,” consultantSeller, subcontractor or other contingent workerthreatened against it; and (Ciii) each employee classified as “exempt” from overtime;
(v) within charges pending or, to the past three (3) yearsKnowledge of Seller, Seller has not failed to provide advance notice of layoffs or terminations as required by threatened against it before the Worker Adjustment and Retraining Notification (“WARN”) Act Equal Employment Opportunity Commission or any state or local Legal Requirementsagency responsible for the investigation or prevention of unlawful employment practices; (iv) investigations, regarding charges or claims made or pending or, to the termination Knowledge of Seller, threatened against it by the Occupational Safety and Health Administration or layoff any comparable state or local agency; (v) investigations, charges or claims made or pending or, to the Knowledge of employees Seller, threatened against it by the United States Department of Labor or has incurred any liability other state or obligation under such Legal Requirements;
local agency with authority to investigate claims or charges in any way relating to hours of employment or wages; (vi) Seller is in compliance with all applicable Legal Requirements relating investigations, charges or claims made or pending or, to labor and employmentthe Knowledge of Seller, including all Legal Requirements relating to employment practicesthreatened against it by the Office of Federal Contract Compliance or any corresponding state agency; 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 Threatened lawsuitslabor strike, grievancesslowdown, unfair labor practice chargeswalk-out, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actionslockout, or proceedings), work stoppage that occurred or was threatened against Seller brought by or on behalf it; and (viii) Knowledge of the occurrence of any applicant for employmentunion organizational effort or representation petition with respect to any Affected Employees.
(c) Each Affected Employee hired after December 31, 2009, and employed in the United States, has completed and Seller has retained an Immigration and Naturalization Service Form I-9 in accordance with applicable rules and regulations.
(d) Seller has provided or discharged any current and all notifications, benefits, and liabilities, if any, to Seller’s employees and governmental entities required by the WARN Act or former employee, representative, agents, consultant, independent contractor, subcontractor, by any other applicable law relating to plant closings or leased employee, volunteer, employee separations or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging severance pay that are first required to be a current provided or former employeedischarged on or prior to the Closing Date.
(e) Other than pursuant to Section 4.18, any group or class of Buyer acknowledges that the foregoingrepresentations and warranties contained in this Section 4.15 are the only representations and warranties being made by Seller with respect to unions, or any Governmental Body, or alleging violation of any labor or collective bargaining and Laws regarding employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshippractices.
Appears in 2 contracts
Samples: Asset Purchase Agreement (CF Industries Holdings, Inc.), Asset Purchase Agreement (Mosaic Co)
Employee and Labor Matters. (a) Section 3.15 of the Seller Disclosure Schedule 5.13(a) lists all collective bargaining agreementsBusiness Employees as of the date of this Agreement, works council agreementsincluding (i) date of hire, labor union contracts(ii) work location, trade union agreements(iii) annual salary or hourly wage rate, as applicable, (iv) bonus, commission and other incentive opportunities (including 2016 bonus and/or commissions), (v) treatment as exempt or non-exempt under the federal Fair Labor Standards Act, (vi) job title, and other agreements (vii) status as active, on leave, etc. Each of Seller and its Affiliates, including, without limitation, the Company, and, in each a “Collective Bargaining Agreement”) with any unioncase, 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.
Business Employees and Former Business Employees, is and has been in material compliance with all applicable Laws respecting labor, employment and employment practices, including, provisions thereof respecting terms and conditions of employment, health and safety, wages and hours, immigration, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, plant closures and layoffs (b) including the WARN Act, workers compensation, labor relations, employee leave issues and unemployment insurance), and, to the Seller’s and the Company’s knowledge, there is no basis for any material claim alleging a violation with any such Law. With respect to the Business, except as would not, individually or in Business and the aggregate, reasonably be expected to have a Material Adverse Effect:
Company: (i) there is not and there has not been, any labor strike, work stoppage, walkout, lockout, or labor dispute pending or, to the knowledge of Seller’s Knowledge, in threatened against Seller or the past three Company with respect to the Business Employees or Former Business Employees, (3ii) yearsto the knowledge of Seller, there is and has been no Union union organizing activity with respect to, or amongst, the Business Employees or Former Business Employees, (iii) no union or works council or group of employees of Seller Business Employees or Former Business Employees, 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 an election or certification with the National Labor Relations Board or any other labor relations tribunal or authority relating to Business Employees or Former Business Employees, (iv) there are, and have not been, any pending, or to the knowledge of Seller, threatened material charges against Seller or the Company before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, in either case, with respect to any Business Employees or Former Business Employees, (v) neither Seller nor the Company has received notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct any material investigation, and no such investigation is in progress, in either case, with respect to any Business Employees or Former Business Employees, and (vi) there is no collective bargaining agreement, works council agreement or similar Contract with any Governmental Body;
labor organization, works council or similar employee representative covering any Business Employee. With respect to the Business and the Company, all Former Business Employees who were terminated from employment since February 9, 2015 have signed a release agreement in favor of the Company. Except as would not result in material Losses for Seller or the Company: (i) the Company and Seller, in either case, with respect to the Business, have paid all material wages, salaries, wage premiums, commissions, bonuses, expense reimbursements, severance, fees, and other compensation that has come due and payable to its current and former Business Employees, Former Business Employees, and any other service providers to the Business, including, contractors, consultants, and other service providers; and (ii) each individual who is providing or since February 9, 2015 has provided services to the Company or to Seller, in either case, for the Business, who is or was classified and treated as of the date hereofan independent contractor, 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-outsconsultant, or other forms non-employee service provider, is and was properly classified and treated as such for all applicable purposes. Other than those disclosed in Section 3.15 of organized labor disruption the Seller Disclosure Schedule, each Business Employee whose primary place of employment is in the United States is an “at will” employee. Other than those disclosed in Section 3.15 of the Seller Disclosure Schedule, there are no written employee handbooks in effect applicable to Seller (with respect to the Business) or the Company. The Business Employees are sufficient in number and skill to allow Purchaser to conduct the Business after the Closing in substantially the same manner as it was conducted by Seller prior to the Closing Date. To the knowledge of Seller;
, no current Business Employee intends to terminate his or her employment prior to the one (iv1) Seller year anniversary of the Closing. To the knowledge of Seller, no person is in compliance with all Legal Requirementsmaterial violation of any term of any employment agreement, including under the Fair Labor Standards Actnondisclosure agreement, relating to (A) the legal eligibility to work for all employees; (B) proper classification of each “independent contractor,” consultantcommon law nondisclosure obligation, subcontractor fiduciary duty, noncompetition agreement, restrictive covenant or other contingent worker; and material obligation: (Ci) each employee classified as “exempt” from overtime;
to Seller (vwith respect to the Business) within or the past three Company or (3ii) yearswith respect to any person who is a current Business Employee or independent contractor providing services to the Business of Seller or the Company, Seller has not failed to any third party with respect to such person’s right to be employed or engaged to provide advance notice services to the Business by Seller or the Company or to the knowledge or use of layoffs trade secrets or terminations as required by proprietary information of the Worker Adjustment and Retraining Notification Business. Neither Seller (“WARN”with respect to the Business) Act or nor the Company has implemented any state or local Legal Requirements, regarding the termination plant closing or layoff of employees that could implicate the WARN Act, nor are any such actions currently planned, contemplated, or has incurred any liability or obligation under such Legal Requirements;
announced. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees who currently have work visas by (vii) Seller is in compliance with all applicable Legal Requirements relating to labor and employmentname, including all Legal Requirements relating to employment practices; the hiring(ii) visa type, promotion, assignment(iii) sponsoring entity, and termination of employees; discrimination; equal employment opportunities; disability; labor relations; wages (iv) expiration date, and hours; hours of work; payment of wages; immigration; workers’ compensation; employee benefits; working conditions; occupational safety and health; family and medical leave; the transactions contemplated by this Agreement will not affect their ability to continue to work in the Business or employee terminations; data privacy and data protection; and
(vii) there are no pending for the Company after the Closing Date. Each Business Employee is authorized to work in the jurisdiction in which he or Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of she provides services to the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipBusiness.
Appears in 2 contracts
Samples: Unit Purchase Agreement, Unit Purchase Agreement (Yelp Inc)
Employee and Labor Matters. Since January 1, 2006 through (and including) the date of this Agreement, (a) Schedule 5.13(a) lists all collective bargaining agreementsthere has not been nor is there pending or, works council agreementsto the knowledge of the Seller, threatened any labor union contractsstrike, trade union agreementswalk-out, and other agreements (each a “Collective Bargaining Agreement”) with any unionslowdown, works council, work stoppage or labor organization (each a “Union” and collectively “Unions”) to which Seller is a party or by which it is bound lockout with respect to the Business.
, (b) With respect the Seller has not received written notice of any unfair labor practice charges against the Business that are pending before the National Labor Relations Board or any similar state, local or foreign Governmental Entity and (c) the Seller has not received written notice of any pending or in progress and, to the knowledge of the Seller, there are no threatened, suits, actions or other proceedings in connection with the Business before the Equal Employment Opportunity Commission or any similar state, local or foreign Governmental Entity responsible for the prevention of unlawful employment practices, except, in the case of each of clauses (a), (b) and (c) above, for any such matters that, individually or in the aggregate, are not reasonably likely to be material to the Business, except taken as would a whole. Except as is not, individually or in the aggregate, reasonably likely to be expected material to have the Business, taken as a Material Adverse Effect:
(i) to Seller’s Knowledgewhole, 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 operating the Business in compliance with all Legal Requirementsapplicable foreign, including under the Fair Labor Standards Actfederal, state and local Laws relating to employment, employment standards, employment of minors, employment discrimination, health and safety, labor relations, withholding, wages and hours, workplace safety and insurance and/or pay equity (Acollectively, “Labor Laws”). As of the date of this Agreement, no Business Employee, at the officer level or above, has given notice to the Seller that such employee intends to terminate his or her employment with the Seller (other than as a result of a transfer of employment to the Purchaser and its affiliates). To the knowledge of the Seller, no employee of the Business is in any material respect in violation of any material term of any employment contract, non-disclosure agreement or non-competition agreement. Prior to the Closing, the Seller shall (in consultation with the Purchaser) 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 have provided notice of layoffs or terminations as the transactions contemplated by this Agreement to each labor union that represents any Business Employees and shall have satisfied in all material respects any bargaining obligations relating to the transactions contemplated by this Agreement, in each case, to the extent required by applicable Law or any applicable collective bargaining agreement identified on Section 3.18 of the Seller Letter (collectively, the “CBAs”). The Seller is currently operating the Business in a manner that, if continued by the Purchaser, would not reasonably be expected to result in a “plant closing” or “mass layoff”(within the meaning of the Worker Adjustment and Retraining Notification (Act of 1988, as amended, the “WARNWARN Act”) 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 respect 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipBusiness Employee.
Appears in 2 contracts
Samples: Purchase Agreement (Global Brass & Copper Holdings, Inc.), Purchase Agreement (Olin Corp)
Employee and Labor Matters. (a) Schedule 5.13(aThe Company has provided Parent a materially complete and correct list, as of the date hereof, of each employee of the Company or one of its Subsidiaries, as well as the following information for each such employee: (i) lists job title; (ii) employing entity; (iii) primary work location; (iv) union or non-union status; (v) base annual salary or hourly wage rate, as applicable; and (vi) annual bonus or other incentive compensation received with respect to 2023, if applicable. The Company has provided (or will provide pursuant to Section 5.19) Parent a materially complete and correct list, as of the date hereof or the date of delivery pursuant to Section 5.19, as applicable, setting forth all collective bargaining agreementsindividuals engaged directly (whether individually or through an entity that they own or control) by the Company or its Subsidiaries to provide services to the Company or its Subsidiaries on an independent contractor basis, works council agreements, labor union contracts, trade union agreements, and other agreements who received or are expected to receive more than $50,000 in annualized compensation (each a the “Collective Bargaining AgreementContractor Schedule”).
(b) with any No union, works council, or similar representative of labor organization is recognized or certified as the representative of any employee of the Company or its Subsidiaries. The Company has provided Parent true, complete and correct copies of all collective bargaining agreements or similar Contracts with a union, works council, or similar representative of labor to which the Company or any of its Subsidiaries is a party or bound (each a “Union” and collectively “UnionsLabor Contract”) to which Seller is ), excluding Labor Contracts that apply on a party national or by which it is bound with respect to otherwise mandatory basis outside of the Business.
(b) United States. With respect to the Businessemployees of the Company and its Subsidiaries in the last three (3) years there have been no, and as of the date hereof, there are no pending or, to the Knowledge of the Company, threatened (i) representation or certification proceedings brought before or filed with the National Labor Relations Board or any other labor relations tribunal or authority, or (ii) except as would not, individually or in the aggregate, reasonably be expected to be material to the Company or its Subsidiaries, taken as a whole, (1) labor organizing efforts or campaigns, (2) unfair labor practice complaints brought before or filed with the National Labor Relations Board or any other labor relations tribunal or authority or (3) labor strikes, disputes, lockouts, slowdowns, stoppages or other material organized work interruptions or labor-related grievances.
(c) The Company and its Subsidiaries are, and for the last three (3) years have been, in compliance with all applicable Laws respecting employment and employment practices, including all applicable Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, immigration and work authorizations, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, social welfare obligations and unemployment insurance, except as would not, individually or in the aggregate, reasonably be expected to have be material to the Company and its Subsidiaries, taken as a Material Adverse Effect:
(i) to Seller’s Knowledgewhole. There is no, and 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 last three (3) years there have been no strikesProceedings pending or, lockoutsto the Knowledge of the Company, slowdowns, work stoppages, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins, sick-outs, threatened against the Company or other forms of organized labor disruption its Subsidiaries with respect to Seller;any Laws respecting employment or employment practices, except as has not resulted or would not reasonably be expected to result, individually or in the aggregate, in material liability to the Company and its Subsidiaries, taken as a whole.
(ivd) Seller is in compliance with all Legal Requirements, including under In 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 last three (3) years, Seller has not failed to provide advance notice the Company and its Subsidiaries have promptly, thoroughly and impartially investigated, and, if warranted taken appropriate corrective action with respect to, all allegations of layoffs sexual harassment against any officers, directors or terminations as required by executive or senior management-level employees of the Worker Adjustment and Retraining Notification (“WARN”) Act Company or any state its Subsidiaries of which the Company 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, assignmentits Subsidiaries was aware, 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation do not reasonably expect any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of material liabilities with respect to any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipsuch allegations.
Appears in 2 contracts
Samples: Merger Agreement (Waste Management Inc), Agreement and Plan of Merger (Stericycle Inc)
Employee and Labor Matters. There are no strikes, boycotts, grievances, work stoppages, slowdowns, lockouts or other job actions existing, pending (a) Schedule 5.13(a) lists all collective bargaining agreementsor, 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.
(bknowledge of any Loan Party, threatened) With respect to the Businessagainst or involving any Loan Party or any Subsidiary of any Loan Party, except as would notfor those that could not reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(i) to Seller’s Knowledge. Except as set forth on Schedule 4.22, or except as could not reasonably be expected, individually or in the past three (3) yearsaggregate, no Union or group of employees of Seller has sought to organize any employees for purposes of collective bargaininghave a Material Adverse Effect, 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 hereofClosing Date, (a) there is no memorandum of understanding, collective bargaining or similar agreement, and there is no ongoing negotiation or duty to negotiate, with any union, labor organization, works council or similar representative covering any Employee or otherwise binding any Loan Party or any Subsidiary of any Loan Party, (b) to the Loan Parties’ knowledge, no Collective Bargaining Agreement petition for certification or election of any such representative 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, existing or other forms of organized labor disruption pending with respect to Seller;
any Employee, (ivc) Seller to the Loan Parties’ knowledge, no such representative has sought certification or recognition with respect to any Employee, and (d) to the Loan Parties’ knowledge, no Employee or his or her representative is engaged in any organizing efforts. Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all current and former Employees are and have been correctly classified as exempt or non-exempt under, and are and have been paid in accordance with, all applicable federal, state, and local wage and hour laws. Further, all individuals who perform or have performed services for any Loan Party or any Subsidiary of any Loan Party are or were correctly classified under each Employee Benefit Plan, ERISA, the Internal Revenue Code and other Applicable Law as common law employees, independent contractors or other non-employee basis, or leased employees, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Each Loan Party and Subsidiary of any Loan Party are in material 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 Applicable Laws concerning employment, including all Legal Requirements relating to employment practices; the without limitation hiring, promotionbackground checks, assignmentcompensation, benefits, wages (including payment of overtime), wage deductions and withholdings, classification, immigration, work authorization, employment eligibility verification, reporting, taxation, occupational health and safety, equal rights, labor relations, accommodations, breaks, notices, employment policies, paid or unpaid time off work, accessibility, privacy, 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; , except for such noncompliance that could not reasonably be expected, individually or employee terminations; data privacy and data protection; and
(vii) there are no pending or Threatened lawsuitsin the aggregate, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be have a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipMaterial Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Endologix Inc /De/), Credit Agreement (Endologix Inc /De/)
Employee and Labor Matters. (a) Schedule 5.13(aSection 5.11(a) lists of the Seller Disclosure Letter contains a true and complete list of all collective bargaining agreements, works council agreements, labor union contracts, trade union agreements, and other agreements (each a individually and collectively “Collective Bargaining Agreement”) with any union, works council, or labor organization (each a “Union” and collectively “Unions”) to which Seller Seller, PGC, PFMC or PGW is a party or by which it is bound with respect to the Business.
(b) With Except as set forth in Section 5.11(b) of the Seller Disclosure Letter, 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 or PGW has sought to organize any employees for purposes of collective bargaining, made a demand for recognition or certification, sought to bargain collectively with Seller, PGC, PFMC or PGW 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, PGC, PFMC or PGW;
(iii) there is no pending or, to Seller’s Knowledge, Threatened and 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, PGC, PFMC or PGW;
(iv) Seller each of Seller, PGC, PFMC and PGW is in compliance with all Legal Requirements, including under the Fair Labor Standards Act, relating to 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 neither Seller, nor PGC, nor PFMC nor PGW has not failed to provide advance notice of layoffs or terminations as required by the Worker Adjustment and Retraining Notification (“WARN”) 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 each of Seller, PGC, PFMC and PGW 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 or, to Seller’s Knowledge, Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims Claims or proceedings (including without limitation any administrative investigationsProceedings against Seller, chargesPGC, claims, actions, PFMC or proceedings), against Seller PGW brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, PGC, PFMC or PGW, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, PGC, PFMC or PGW, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationship.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Uil Holdings Corp), Asset Purchase Agreement
Employee and Labor Matters. (a) Schedule 5.13(a(i) lists Neither Parent nor any of the Parent Subsidiaries is a party to or bound by any collective bargaining agreement, agreement with any works council, or labor contract; (ii) no labor union, labor organization, works council, or group of employees of Parent or any of the Parent Subsidiaries has made a pending demand for recognition or certification; (iii) to the Knowledge of Parent, 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 involving Parent or any of its Subsidiaries; (iv) neither Parent nor any of its Subsidiaries has engaged in any material unfair labor practice with respect to any individuals employed by or otherwise performing services for Parent or any of its Subsidiaries (“Parent Business Personnel”); (v) there is no material unfair labor practice charge, material grievance or other material labor-related or employment-related administrative, arbitral or judicial complaint, action or investigation pending or, to the Knowledge of Parent, threatened in writing against Parent or any of its Subsidiaries by the National Labor Relations Board, any arbitration body or any other Governmental Entity (which for the purpose of this representation shall include arbitration proceedings) with respect to the Parent Business Personnel; (vi) to the Knowledge of Parent, there are no labor union organizing activities with respect to any Parent Business Personnel; (vii) there is no labor strike, lockout, slowdown or stoppage pending or, to the Knowledge of Parent, threatened against or affecting Parent or any of the Parent Subsidiaries and no such strike, lockout, slowdown or stoppage has occurred in the past five (5) years.
(b) Parent and the Parent Subsidiaries are and have been in compliance with 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”) contracts to which Seller Parent or any of the Parent Subsidiaries is a party or by which it is bound and with respect to the Business.
(b) With respect to the Businessall applicable Laws respecting employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations and unemployment insurance, except as would notfor noncompliance as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationship.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Hillshire Brands Co)
Employee and Labor Matters. (a) Schedule 5.13(a(i) lists all collective bargaining agreements, works council agreements, labor union contracts, trade union agreementsThere is not, and other agreements since the Relevant Date there has not been, any labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Contributors, threatened, against or affecting any Contributed Company or Subsidiary thereof; (each a “Collective Bargaining Agreement”) with any union, works council, or labor organization (each a “Union” and collectively “Unions”ii) to which Seller the Knowledge of the Contributors, no union organizational campaign is a party or by which it is bound in progress with respect to the Business.
employees of any Contributed Company or Subsidiary thereof and no question concerning representation of such employees exists; (biii) With respect no Contributed Company or Subsidiary thereof is engaged in any unfair labor practice; (iv) there are no unfair labor practice charges or complaints against any Contributed Company or Subsidiary thereof pending, or, to the BusinessKnowledge of the Contributors, except threatened, before the National Labor Relations Board; (v) there are no pending, or, to the Knowledge of the Contributors, threatened, union grievances against any Contributed Company or Subsidiary thereof as would notto which there is a reasonable possibility of adverse determination, and that, if so determined, individually or in the aggregate, could reasonably be expected to have a Contributed Company Material Adverse Effect:
; (ivi) there are no pending, or, 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 Knowledge of the date hereofContributors, no Collective Bargaining Agreement is being negotiated by Seller;
(iii) in threatened, charges against any Contributed Company or Subsidiary thereof or any of their current or former employees before 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 Equal Employment Opportunity Commission or any state or local Legal Requirementsagency responsible for the prevention of unlawful employment practices that could reasonably be expected to have a Contributed Company Material Adverse Effect; (vii) no Contributor or Contributed Company or Subsidiary thereof has received any communication since the Relevant Date of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting any Contributed Company or Subsidiary thereof and, regarding to the termination or layoff Knowledge of employees or has incurred any liability or obligation under the Contributors, no such Legal Requirements;
investigation is in progress; and (viviii) Seller each Contributed Company and Subsidiary thereof is in compliance in all material respects with all applicable Legal Requirements relating to labor Laws respecting employment and employment practices, terms and conditions of employment, including all Legal Requirements relating to employment practices; the hiringworker classification, promotionwages, 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; , withholding and occupational safety and health; family and medical leave; or employee terminations; data privacy and data protection; and.
(viib) there are PELP has provided PEGC I OP a list of each employee of the Contributed Companies and Subsidiaries thereof as of the date of this Agreement, by position, together with (i) full- or part-time status, (ii) date of commencement of service, (iii) base salary or wages, and (iv) the 2017 annual incentive opportunity, and the amount of annual incentive paid for 2016 for each such Person. PEGC I OP agrees to keep such list confidential and to make it available only to those individuals at PEGC I OP and its advisors who need such information for economic modeling or human resource purposes.
(c) To the Knowledge of the Contributors, no pending or Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf activity of any applicant for employment, employee of any current Contributed Company or former employee, representative, agents, consultant, independent contractor, subcontractor, Subsidiary thereof as or leased employee, volunteer, while an employee of any Contributed Company or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be Subsidiary thereof has caused a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor employment Contract, confidentiality agreement, patent disclosure agreement or employment Legal Requirementsother Contract to which such employee was a party. To the Knowledge of the Contributors, neither the execution and delivery of this Agreement, nor the consummation of the Transactions, will contravene, conflict with or result in a breach of any Collective Bargaining Agreementthe terms, breach of any express conditions or implied contract of employment, wrongful termination of employmentprovisions of, or constitute a default under, any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipContract under which any such employee is obligated.
Appears in 2 contracts
Samples: Contribution Agreement (Phillips Edison Grocery Center Reit I, Inc.), Contribution Agreement (Phillips Edison Grocery Center Reit I, Inc.)
Employee and Labor Matters. (a) Schedule 5.13(a) lists all The employees of the Company and its Subsidiaries are not members of any collective bargaining agreementsunit or any employer-recognized union. There are no pending charges against the Company, works council agreementsany of its Subsidiaries or any current or former employees of the Company or and of its Subsidiaries (based on conduct relating to their employment by the Company or any Subsidiary) before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices nor, 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 BusinessSeller’s Knowledge, does any basis exist therefor. Neither Seller nor any of its Affiliates (including the Company or any of its Subsidiaries) have received written notice (or, to the Knowledge of Seller, other notice) of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of the Company or any of its Subsidiaries and, to the Knowledge of the Seller, no such investigation is in progress or has been threatened.
(b) With respect The Company and its Subsidiaries have complied in all material respects with all applicable Laws relating to employment and terms and conditions of employment including without limitation all Laws governing wages, hours, overtime, commissions, labor relations, immigration, equal opportunity, affirmative action, sexual harassment, leaves of absence, occupational health and safety, disability, benefits, workers’ compensation, unemployment insurance, Taxes, plant closings and mass layoffs. The Company and its Subsidiaries have complied in all material respects with all Laws governing the employment of personnel by United States companies and the employment of non-United States nationals in the United States, including, but not limited to, the Immigration and Nationality Act and its implementing regulations.
(c) There is no labor strike, slowdown, stoppage, picketing or lockout actually pending or 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 threatened against the past three (3) yearsCompany or any of its Subsidiaries. Neither the Seller, the Company nor any of its Subsidiaries have been a party to any collective bargaining or other similar Contract with any labor union, works council or other collective bargaining representative respect to any employee of the Company and, there is no Union pending or group of employees of Seller has sought to organize any employees for purposes of collective bargainingthe Seller’s Knowledge, made a threatened demand for recognition of a collective bargaining representative with respect to any Company or certificationSubsidiary employee. No labor union has been certified by the National Labor Relations Board as bargaining agent for any employee of the Company or any Subsidiary and, sought to bargain collectively with Seller’s Knowledge no preceding requesting such certification has been filed or threatened. To Seller’s Knowledge, no other union organizing efforts are underway or have been threatened. Neither the Company nor any of its Subsidiaries have experienced a material work stoppage or other material labor difficulty during the three-year period ended on the date of this Agreement.
(d) To the Knowledge of the Seller, no activity of any employee of the Company or filed any of its Subsidiaries as or while an employee of the Company or any of its Subsidiaries has caused a petition for recognition with violation of any Governmental Body;employment or noncompetition Contract or agreement, confidentiality agreement, or patent disclosure agreement.
(iie) Section 3.20(e)(1) of the Disclosure Schedule contains a true and complete list of the names, positions and rates of base compensation and incentive compensation (including commissions) of all officers, directors, employees and consultants of the Company and its Subsidiaries, as of the date hereofof this Agreement, excluding any officers and directors of the Company and its Subsidiaries who will remain employees of the Seller, showing each such person’s name, positions, status (employee, independent contractor or consultant) and annualized remuneration for the current fiscal year. The individuals who will cease to be officers or directors of the Company or its Subsidiaries as of the Closing Date and will continue as employees of the Seller after the Closing Date are listed in Section 3.20(e)(2) of the Disclosure Schedule, without any compensation information provided. Except as set forth on Section 3.20(e)(1) of the Disclosure Schedule, the Company and its Subsidiaries have no Collective Bargaining Agreement is being negotiated Contracts with any employees of the Company or any of its Subsidiaries or any policies requiring payment by Seller;
(iii) the Company or any of its Subsidiaries to any of their employees in the past three (3event he or she is terminated from employment by the Company or any of its Subsidiaries. Except as set forth on Section 3.20(e)(1) years of the Disclosure Schedule, there have been are no strikesunpaid bonus, lockoutsretention, slowdowns, work stoppages, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins, sick-outs, deferred compensation or other forms of organized labor disruption transaction based amounts payable with respect to Seller;current or former employees of the Company or any of its Subsidiaries.
(ivf) Seller is Neither the Company nor any of its Subsidiaries have engaged 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation within the meaning of the National Labor Relations Act and have not violated any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf legal requirement prohibiting discrimination of any applicant for employmentkind or nature, any including, but not limited to, on the basis of race, color, national origin, sex, religion, age, marital status, sexual orientation, current or former employee, representative, agents, consultant, independent contractor, subcontractor, military service or leased employee, volunteer, physical or “temp” of Seller, mental disability in its employment conditions or practices that would result in any material liability to the Company or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipits Subsidiaries.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Kforce Inc)
Employee and Labor Matters. (a) Schedule 5.13(a) lists Pursuant to an e-mail from Mxxxx Xxxxxx to Bxxxxxx Xxxxx on November 6, 2011, the Company has provided to the Purchasers a true and complete list of all collective bargaining agreementsof the employees of the Company and its Subsidiaries as of the date of this Agreement, works council agreementsspecifying the annual salary, labor union contractshourly wages, trade union agreementsbonuses, commissions or fees and other agreements (each a “Collective Bargaining Agreement”) with position for such employee. Neither the Company nor any union, works council, of its Subsidiaries has made any written or labor organization (each a “Union” and collectively “Unions”) oral commitment to which Seller is a party or by which it is bound any employee with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the Businesstransactions contemplated by this Agreement.
(b) With Schedule 3.21(b) of the Due Diligence Memorandum sets forth a complete and correct list of all Benefit Plans. True and complete copies of the following documents, to the extent applicable with respect to each Benefit Plan, have been provided to Purchasers: (i) the Businessdocuments embodying each such Benefit Plan, except including any amendments thereto; (ii) the most current summary plan description, including any amendments thereto; (iii) actual deferral percentage and actual contribution percentage tests results and all Form 5500 annual reports filed; (iv) all current Contracts and agreements with service providers; (v) each trust instrument, insurance contract or other funding arrangement; (vi) the most recent IRS determination or opinion letter regarding the qualified status of any Benefit Plan intended to be qualified under Section 401(a) of the Code; and (vii) each other document pursuant to which a Benefit Plan is maintained, funded or administered.
(c) All Benefit Plans have been administered, operated and maintained in compliance in all material respects with ERISA, the Code and other applicable Laws and with the terms and provisions thereof. Each Benefit Plan that is subject to ERISA that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA intended to be qualified under Section 401(a) of the Code has received or may rely on a favorable determination or opinion letter from the IRS and no facts exist that could reasonably jeopardize such status. There has no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code and not otherwise exempt under Section 408 of ERISA, including pursuant to an individual or class exemption) with respect to any Benefit Plan.
(d) Except as would notset forth on Schedule 3.21(d) of the Due Diligence Memorandum, individually no Benefit Plan is or has been a multiemployer plan, as defined in Section 3(37) of ERISA, or a benefit plan subject to Title IV of ERISA, Section 412 of the Code, or Section 302 of ERISA.
(e) There is no pending or, to the Knowledge of the Company, threatened litigation or administrative action (other than for routine plan claims and benefits) relating to the Benefit Plans. Neither the Company nor any of its Subsidiaries provides or has any obligation to provide post-employment medical or other post-employment welfare benefits to any person under any Benefit Plan (other than required by Part 6 of Subtitle I of ERISA or similar state law).
(f) Neither the execution of this Agreement nor the consummation of the transactions contemplated herein will, either alone or in conjunction with any other event, (i) entitle any employees to severance pay or any increase in severance pay upon any termination of employment after the aggregatedate hereof or (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, reasonably increase the amount payable or result in any other material obligation pursuant to, any of the Benefit Plans.
(g) All contributions, premiums or payments required to be expected made with respect to any Benefit Plan have a Material Adverse Effect:been made on or before their due dates. All required governmental reports, filings, registrations and notices with respect to any Benefit Plan have been properly, accurately and timely filed, distributed or posted.
(h) No Benefit Plan is maintained for individuals who do not reside in the United States.
(i) The employees of the Company and its Subsidiaries and the independent contractors providing services to Seller’s Knowledgethe Company and its Subsidiaries have never been, in the past three (3) yearsand currently are not, no Union represented by any labor organization or group whatsoever. Neither the Company nor any of its Subsidiaries has been, and none is, a signatory to any collective bargaining agreement. There has not ever been, there is not pending and, to the Knowledge of the Company, there is not threatened, any union organizing campaign or other attempt to organize or establish a labor union, employee organization or labor organization involving or representing employees of Seller the Company or any of its Subsidiaries or any independent contractor providing services to the Company or any of its Subsidiaries. There has sought not been, there is not pending and, to organize the Knowledge of the Company, there is not threatened any employees for purposes labor strike, labor dispute, walkout, work stoppage, slowdown or lockout involving the Company or any 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;its Subsidiaries.
(iij) as No workers’ compensation or retaliation claim, complaint, charge or investigation has been filed or is pending, or, to the Knowledge of the date hereofCompany, no Collective Bargaining Agreement is being negotiated threatened, against the Company or any of its Subsidiaries, and the Company and its Subsidiaries has maintained and currently maintains adequate insurance as required 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 applicable Law with respect to Seller;workers’ compensation claims and unemployment benefits claims.
(ivk) Seller is The Company and its Subsidiaries are in compliance with in 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 material respects with all applicable Legal Requirements relating Laws and Contracts concerning or pertaining to labor and employment, including all Legal Requirements relating any Laws governing, concerning or pertaining to employment practices; the hiringterms and conditions of employment, promotiondiscrimination, assignmentharassment, and termination of employees; discrimination; equal employment opportunities; disability; labor relations; wages and retaliation, wages, hours; hours of work; payment of wages; immigration; workers’ compensation; employee benefits; working conditions; , occupational safety and health; family , employment practices, affirmative action, labor relations, immigration, temporary workers, independent contractors and medical leave; plant closings or layoffs (collectively, “Employment Laws”), and neither the Company nor any of its Subsidiaries is engaged in any unfair labor practice. No employee terminations; data privacy and data protection; and
(vii) there or independent contractor has been misclassified with respect to application of any Employment Laws or other Laws. There are no pending or Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actionsProceedings pending, or proceedings)to the Knowledge of the Company, threatened, against Seller brought by the Company or on behalf any of its Subsidiaries with respect to any employee, former employee, applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, consultant or any group or class employee of any of the foregoingforegoing arising out of employment, alleged employment, any Employment Laws or any Governmental Bodyalleged misclassification with respect to application of any other Law.
(l) To the Knowledge of the Company, in each case in connection with his no employee of the Company or her affiliation with, or the performance any of its Subsidiaries performs any services for any other Person whereby such services materially adversely affect such Person’s ability to perform his or her duties to, Seller, any person alleging to be a current or former employee, any group or class for the Company. To the Knowledge of the foregoingCompany, or any Governmental Body, or alleging violation no employee of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipCompany performs services for the Non-Company Parties.
Appears in 1 contract
Employee and Labor Matters. (a) Schedule 5.13(a(i) lists all collective bargaining agreements, works council agreements, labor union contracts, trade union agreementsThere is not, and other agreements during the three (each a “Collective Bargaining Agreement”3) with years immediately preceding the date of this Agreement there has not been, any unionlabor strike, works councildispute, work stoppage or labor organization lockout pending or, to the Knowledge of the Controlling Members, threatened, against or affecting any Company; (each a “Union” and collectively “Unions”ii) to which Seller the Knowledge of the Controlling Members, no union organizational campaign, petition or other unionization activities is a party or by which it is bound in progress with respect to the Businessemployees of any Company; (iii) there are not any unfair labor practice charges or complaints against any Company pending or, to the Knowledge of the Controlling Members, threatened, before the National Labor Relations Board or any other applicable Governmental Entity; (iv) there are not any pending or, to the Knowledge of the Controlling Members, threatened, charges against any Company or any of its employees before the Equal Employment Opportunity Commission or any state or local agency responsible for the prevention of unlawful employment practices; and (v) no Company has received any written (or, to the Knowledge of the Controlling Members, oral) communication during the twelve (12) months (or three years if such matter has not been fully resolved) immediately preceding the date of this Agreement of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of such Company and, to the Knowledge of the Controlling Members, no such investigation is in progress.
(b) With respect Each Company is, and since January 1, 2011, has been in compliance in all material respects with all applicable Laws respecting employment of labor, including those related to wages, hours, eligibility for and payment of overtime compensation, worker classification (including the Businessproper classification of independent contractors and consultants), except as would notTax withholding, individually or collective bargaining, unemployment insurance, workers’ compensation, immigration, harassment and discrimination in the aggregateemployment, reasonably be expected to have a Material Adverse Effect:disability rights and benefits, affirmative action, plant closing and mass layoff issues, occupational safety and health Laws.
(ic) Schedule 5.18(c) sets forth the name, location, base compensation payable, bonus opportunity, date of hire, employment status and job classification (exempt or non-exempt), of each employee of and consultant to Seller’s Knowledge, in the past each Company as of a date no earlier than three (3) years, no Union or group Business Days prior to the date 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;this Agreement.
(iid) as of the date hereof, The Transferred Subsidiary has 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 and since inception has never had any 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationship.
Appears in 1 contract
Employee and Labor Matters. (a) Schedule 5.13(aAs of the date hereof (i) lists all collective bargaining agreementsthere is not and has not been during the past five years any labor strike, works council agreementsdispute, labor union contractswork stoppage or lockout pending, trade union agreementsor, and other agreements to the knowledge of Sellers, threatened, against the Companies or their subsidiaries, (each a “Collective Bargaining Agreement”) with any union, works council, or labor organization (each a “Union” and collectively “Unions”ii) to which Seller the knowledge of Sellers, no union organizational campaign is a party or by which it is bound in progress with respect to the Businessemployees of any of the Companies or their subsidiaries and no question concerning representation has been presented to such employees, (iii) to the knowledge of Sellers, none of the Companies or their subsidiaries is engaged in any unfair labor practice and (iv) neither the Companies nor any of their subsidiaries has received any written notice that there is an unfair labor practice charge or complaint against any of them pending or threatened before the National Labor Relations Board.
(b) With respect The employees of the Companies and their subsidiaries have been since January 1, 2001, and currently are, properly classified in all material respects under the Fair Labor Standards Act of 1938, as amended, and under any comparable, state Applicable Law. The Companies and their subsidiaries are not delinquent to, and have not failed to pay any of its employees, consultants or contractors for any wages (including overtime), salaries, commissions, bonuses, benefits or other direct compensation for any services performed by them to the Businessdate hereof or amounts required to be reimbursed to such individuals except where the failure to pay any such wages, except as would notsalaries, individually commissions, bonuses, benefits or in the aggregate, other direct compensation could not reasonably be expected to have a Material Adverse Effect:result in criminal liability or material civil liability on the part of the Company or their subsidiaries or any officer or director thereof.
(ic) The Companies and their subsidiaries do not have an established severance pay practice or policy. The Companies and their subsidiaries are not liable for any severance pay, bonus compensation, acceleration of payment or vesting of any equity interest, or other payments (other than accrued salary, vacation, or other paid time off in accordance with the policies of the Companies and their subsidiaries) to Seller’s Knowledgeany employee or former employee arising from the termination of employment of such employee or former employee.
(d) The Companies and their subsidiaries are in compliance in all material respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, employee benefits, terms and conditions of employment and immigration matters, in the past three (3) yearseach case, no Union or group of employees of Seller has sought with respect 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;its employees.
(iie) As of the date hereof, neither the Companies nor any of their subsidiaries has communicated to any employee, at the managerial level or above (each a "Senior Company Employee" and collectively, the "Senior Company Employees"), an intention to terminate the employment of such employee. To the knowledge of the Sellers, as of the date hereof, no Collective Bargaining Agreement is being negotiated by Seller;
(iii) in Senior Company Employee has given the past three (3) years there have been no strikes, lockouts, slowdowns, work stoppages, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins, sick-outs, Companies or their subsidiaries notice or any 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, communication relating to (A) the legal eligibility such Senior Company Employee's intention 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with terminate his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipCompanies or their subsidiaries.
Appears in 1 contract
Samples: Purchase Agreement (Ionics Inc)
Employee and Labor Matters. (a) Section 3.15 of the Seller Disclosure Schedule 5.13(a) lists all collective bargaining agreementsBusiness Employees as of the date of this Agreement, works council agreementsincluding (i) date of hire, (ii) work location, (iii) annual salary or hourly wage rate, as applicable, (iv) bonus, commission and other incentive opportunities (including 2016 bonus and/or commissions), (v) treatment as exempt or non-exempt under the federal Fair Labor Standards Act, (vi) job title, and (vii) status as active, on leave, etc. Each of Seller and its Affiliates, including, without limitation, the Company, and, in each case, with respect to the Business Employees and Former Business Employees, is and has been in material compliance with all applicable Laws respecting labor, employment and employment practices, including, provisions thereof respecting terms and conditions of employment, health and safety, wages and hours, immigration, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, plant closures and layoffs (including the WARN Act, workers compensation, labor union contractsrelations, trade union agreementsemployee leave issues and unemployment insurance), and, to the Seller’s and other agreements (each the Company’s knowledge, there is no basis for any material claim alleging a “Collective Bargaining Agreement”) violation with any unionsuch Law. With respect to the Business and the Company: (i) there is not and there has not been, works councilany labor strike, work stoppage, walkout, lockout, or labor organization dispute pending or, to the knowledge of Seller, threatened against Seller or the Company with respect to the Business Employees or Former Business Employees, (each a “Union” and collectively “Unions”ii) to which the knowledge of Seller, there is and has been no union organizing activity WITH RESPECT TO, OR AMONGST, THE BUSINESS EMPLOYEES OR FORMER BUSINESS EMPLOYEES, (III) NO UNION OR WORKS COUNCIL OR GROUP OF BUSINESS EMPLOYEES OR FORMER BUSINESS EMPLOYEES, HAS MADE A DEMAND FOR RECOGNITION OR FILED A PETITION FOR AN ELECTION OR CERTIFICATION WITH THE NATIONAL LABOR RELATIONS BOARD OR ANY OTHER LABOR RELATIONS TRIBUNAL OR AUTHORITY RELATING TO BUSINESS EMPLOYEES OR FORMER BUSINESS EMPLOYEES, (IV) THERE ARE, AND HAVE NOT BEEN, ANY PENDING, OR TO THE KNOWLEDGE OF SELLER, THREATENED MATERIAL CHARGES AGAINST SELLER OR THE COMPANY BEFORE THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR ANY OTHER GOVERNMENTAL ENTITY RESPONSIBLE FOR THE PREVENTION OF UNLAWFUL EMPLOYMENT PRACTICES, IN EITHER CASE, WITH RESPECT TO ANY BUSINESS EMPLOYEES OR FORMER BUSINESS EMPLOYEES, (V) NEITHER SELLER NOR THE COMPANY HAS RECEIVED NOTICE OF THE INTENT OF ANY GOVERNMENTAL ENTITY RESPONSIBLE FOR THE ENFORCEMENT OF LABOR OR EMPLOYMENT LAWS TO CONDUCT ANY MATERIAL INVESTIGATION, AND NO SUCH INVESTIGATION IS IN PROGRESS, IN EITHER CASE, WITH RESPECT TO ANY BUSINESS EMPLOYEES OR FORMER BUSINESS EMPLOYEES, AND (VI) THERE IS NO COLLECTIVE BARGAINING AGREEMENT, WORKS COUNCIL AGREEMENT OR SIMILAR CONTRACT WITH ANY LABOR ORGANIZATION, WORKS COUNCIL OR SIMILAR EMPLOYEE REPRESENTATIVE COVERING ANY BUSINESS EMPLOYEE. WITH RESPECT TO THE BUSINESS AND THE COMPANY, ALL FORMER BUSINESS EMPLOYEES WHO WERE TERMINATED FROM EMPLOYMENT SINCE FEBRUARY 9, 2015 HAVE SIGNED A RELEASE AGREEMENT IN FAVOR OF THE COMPANY. EXCEPT AS WOULD NOT RESULT IN MATERIAL LOSSES FOR SELLER OR THE COMPANY: (I) THE COMPANY AND SELLER, IN EITHER CASE, WITH RESPECT TO THE BUSINESS, HAVE PAID ALL MATERIAL WAGES, SALARIES, WAGE PREMIUMS, COMMISSIONS, BONUSES, EXPENSE REIMBURSEMENTS, SEVERANCE, FEES, AND OTHER COMPENSATION THAT HAS COME DUE AND PAYABLE TO ITS CURRENT AND FORMER BUSINESS EMPLOYEES, FORMER BUSINESS EMPLOYEES, AND ANY OTHER SERVICE PROVIDERS TO THE BUSINESS, INCLUDING, CONTRACTORS, CONSULTANTS, AND OTHER SERVICE PROVIDERS; AND (II) EACH INDIVIDUAL WHO IS PROVIDING OR SINCE FEBRUARY 9, 2015 HAS PROVIDED SERVICES TO THE COMPANY OR TO SELLER, IN EITHER CASE, FOR THE BUSINESS, WHO IS OR WAS CLASSIFIED AND TREATED AS AN INDEPENDENT CONTRACTOR, CONSULTANT, OR OTHER NON-EMPLOYEE SERVICE PROVIDER, IS AND WAS PROPERLY CLASSIFIED AND TREATED AS SUCH FOR ALL APPLICABLE PURPOSES. OTHER THAN THOSE DISCLOSED IN Section 3.15 of the Seller Disclosure Schedule, each Business Employee whose primary place of employment is a party or by which it in the United States is bound an “at will” employee. Other than those disclosed in Section 3.15 of the Seller Disclosure Schedule, there are no written employee handbooks in effect applicable to Seller (with respect to the Business.
) or the Company. The Business Employees are sufficient in number and skill to allow Purchaser to conduct the Business after the Closing in substantially the same manner as it was conducted by Seller prior to the Closing Date. To the knowledge of Seller, no current Business Employee intends to terminate his or her employment prior to the one (b1) With year anniversary of the Closing. To the knowledge of Seller, no person is in material violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other material obligation: (i) to Seller (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 Company 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) any person who is a current Business Employee or independent contractor providing services to the Business of Seller is in compliance or the Company, to any third party with all Legal Requirements, including under the Fair Labor Standards Act, relating respect to (A) the legal eligibility such person’s right to work for all employees; (B) proper classification of each “independent contractor,” consultant, subcontractor be employed or other contingent worker; and (C) each employee classified as “exempt” from overtime;
(v) within the past three (3) years, Seller has not failed engaged to provide advance notice services to the Business by Seller or the Company or to the knowledge or use of layoffs trade secrets or terminations as required by proprietary information of the Worker Adjustment and Retraining Notification Business. Neither Seller (“WARN”with respect to the Business) Act or nor the Company has implemented any state or local Legal Requirements, regarding the termination plant closing or layoff of employees that could implicate the WARN Act, nor are any such actions currently planned, contemplated, or has incurred any liability or obligation under such Legal Requirements;
announced. Section 3.15 of the Seller Disclosure Schedule lists all Business Employees who currently have work visas by (vii) Seller is in compliance with all applicable Legal Requirements relating to labor and employmentname, including all Legal Requirements relating to employment practices; the hiring(ii) visa type, promotion, assignment(iii) sponsoring entity, and termination of employees; discrimination; equal employment opportunities; disability; labor relations; wages (iv) expiration date, and hours; hours of work; payment of wages; immigration; workers’ compensation; employee benefits; working conditions; occupational safety and health; family and medical leave; the transactions contemplated by this AGREEMENT WILL NOT AFFECT THEIR ABILITY TO CONTINUE TO WORK IN THE BUSINESS OR FOR THE COMPANY AFTER THE CLOSING DATE. EACH Business Employee is authorized to work in the jurisdiction in which he or employee terminations; data privacy and data protection; and
(vii) there are no pending or Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of she provides services to the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipBusiness.
Appears in 1 contract
Employee and Labor Matters. (a) Schedule 5.13(aSection 4.16(a) lists all collective bargaining agreements, works council agreements, labor union contracts, trade union agreements, of the Company Disclosure Letter sets forth a complete and other agreements correct list of each person who is an employee of the Company or any of its Subsidiaries immediately prior to the date of this Agreement (each a “Collective Bargaining AgreementCompany Employee”) with and each such Company Employee’s job title, principal place of employment, current annualized salary or hourly wage rate, as applicable (as well as, where applicable, bonus and other incentive compensation opportunity), designation as either exempt or non-exempt from the overtime requirements of the Fair Labor Standards Act, date of hire, and value of accrued vacation time. As of the date hereof, no Company Employee has provided 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 notice to the BusinessCompany or any of its Subsidiaries that he or she intends to leave the employment of or terminate his or her relationship with the Company.
(b) With respect to Neither the Business, except as would not, individually or Company nor any of its Subsidiaries is and has not been in the aggregate, reasonably be expected to have a Material Adverse Effect:
(i) to Seller’s Knowledge, in the past prior three (3) yearsyears a party to, or bound by, any Collective Bargaining Agreement, neutrality agreement or other Contract or understanding with a labor union or labor organization and there are no collective bargaining, neutrality or other Contracts with a labor union relating to any individuals employed by the Company or any of its Subsidiaries. Since January 1, 2014, no Union labor union, labor organization, or group of employees of Seller the Company or any of its Subsidiaries has sought to organize any employees for purposes of collective bargaining, made a demand for recognition or certification, sought and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to bargain collectively with Sellerthe Knowledge of the Company, threatened to be brought or filed a petition for recognition with the National Labor Relations Board or 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, other labor relations tribunal or other forms of organized labor disruption authority with respect to Seller;
(iv) Seller any individuals employed by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is experiencing, or has experienced 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 prior three (3) years, Seller has not failed (i) a strike, lock out, slowdown, work stoppage, concerted refusal to provide advance notice of layoffs work overtime or terminations as required by the Worker Adjustment and Retraining Notification (“WARN”) Act or any state or local Legal Requirementsother similar labor activity, 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationship.or
Appears in 1 contract
Employee and Labor Matters. (a) Schedule 5.13(a5.14(a) lists all each collective bargaining agreementsbargaining, works council agreements, labor union contracts, trade union agreements, and or other agreements (each a “Collective Bargaining Agreement”) with any union, works council, or labor organization (each a “Union” and collectively “Unions”) employee association agreement to which Seller or any of the Subsidiaries is a party or by which it is bound with respect to the Business.
(b) With Except as set forth on Schedule 5.14(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 To Seller’s 's Knowledge, in the past three (3A) years, no Union labor union or group of employees of Seller labor organization has sought to organize any employees for purposes of collective bargaining, made a pending demand for recognition or certification, sought and (B) there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or Threatened to bargain collectively with Seller, be brought or filed a petition for recognition with the National Labor Relations Board or any other Governmental Body;.
(ii) as of From January 1, 2003 to the date hereofof this Agreement, no Collective Bargaining Agreement is being negotiated by Seller;
(iii) in the past three (3) years there have has been no actual or, to Seller's Knowledge, Threatened, strikes, lockouts, slowdownsslowdowns or work stoppages against or affecting the Business.
(c) Except as set forth on Schedule 5.14(c), work stoppagesto Seller's Knowledge, boycottsthere are no (i) unfair labor practice charges or complaints presently pending or Threatened before the National Labor Relations Board or any other Governmental Body against Seller or the Subsidiaries; (ii) complaints, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins, sick-outsgrievances or arbitrations arising out of any collective bargaining agreement, or other forms of organized labor disruption any charge or complaint with respect to Seller;
(iv) Seller is in compliance with all Legal Requirements, including under the Fair Labor Standards Act, or 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 Subsidiary presently pending before the Equal Employment Opportunity Commission or local Legal Requirements, regarding any other Governmental Body responsible for the termination or layoff prevention 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 unlawful 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
(viiiii) there are no presently pending or Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), Proceedings against Seller brought or any Subsidiary by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current present or former employee, any group applicant for employment or class classes of the foregoing, or any Governmental Body, or foregoing alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employmentContract, wrongful any applicable Legal Requirements governing employment or the termination of employment, thereof or any other discriminatory, wrongful, wrongful or tortious conduct in connection with the employment relationship; other than, with respect to (i), (ii) or (iii), charges, complaints or Proceedings which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.
(d) Neither Seller nor any Subsidiary is delinquent in any material payments to any present or former employees or consultants for any services or amounts required to be reimbursed or otherwise paid.
(e) To the Knowledge of Seller, no employee is in any respect in violation of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation to a former employer relating to the right of such employee to be employed by Seller or any Subsidiary or the employee's knowledge or use of trade secrets or proprietary information.
Appears in 1 contract
Employee and Labor Matters. (ai) Schedule 5.13(a) lists all collective bargaining agreements, works council agreements, labor union contracts, trade union agreementsThere is not, and other agreements (each a “Collective Bargaining Agreement”) with since January 1, 2015 there has not been, any unionlabor strike, works councildispute, work stoppage, slowdown, employee protest, picketing, lockout, or other labor dispute pending, or, to the Knowledge of Sellers and the Companies, threatened, against the Companies or any Company Subsidiary; (ii) to the Knowledge of the Sellers and the Companies, there is not, and since January 1, 2015 there has not been, any labor organization or employee association representing or purporting to represent any employee of the Companies or any Company Subsidiary; (each a “Union” and collectively “Unions”iii) to which Seller is a party neither the Companies nor any Company Subsidiary is, or by which it is bound with respect since January 1, 2015, has been engaged in any unfair labor practice in any material respect; (iv) there are not any unfair labor practice charges or complaints against the Companies or any Company Subsidiary pending, or, to the BusinessKnowledge of the Sellers and the Companies, threatened, by or before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Sellers and the Companies, threatened in writing, union grievances or arbitration against the Companies or any Company Subsidiary; (vi) there are not any pending, or, to the Knowledge of the Sellers and the Companies, threatened, charges, suits, or other Proceedings by or before any Governmental Entity related to employment or employment practices, terms and conditions of employment, harassment, worker classification, wages, hours of work, withholding, immigration, collective bargaining, occupational safety and health, or any other labor or employment matter, against the Companies or any Company Subsidiary or involving any of their current or former employees; (vii) none of the Companies or the Company Subsidiaries has received any written or, to the Knowledge of the Sellers, other communication since January 1, 2015 of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation or audit of or affecting the Companies or any Company Subsidiary and, to the Knowledge of the Sellers and the Companies, no such investigation or audit is in progress; and (viii) the Companies and each Company Subsidiary is in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, worker classification, wages, hours of work, withholding, immigration, collective bargaining, and occupational safety and health.
(b) With respect Schedule 3.19(b) sets forth the name (or I.D. number, to be supplemented with names upon Closing) of each employee of the BusinessCompanies and the Company Subsidiaries as of March 31, except 2020, and indicates for each such employee, that employee’s hourly wage or annual salary (as would notapplicable), individually exemption status, any other compensation payable (including compensation payable pursuant to bonus, incentive, deferred compensation or in commission arrangements), date of hire, position and whether the aggregateemployee is on leave and if so, reasonably be the type of leave, when the leave commenced, and when the leave is expected to have end. Schedule 3.19(b) also sets forth a Material Adverse Effect:
(i) to Seller’s Knowledgelist of all independent contractors, in consultants and temporary workers, leased employees and staffing agency employees engaged by 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) Companies and the Company Subsidiaries as of the date hereofMarch 31, no Collective Bargaining Agreement is being negotiated by Seller;
(iii) in the past three (3) years there have been no strikes2020, 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection along with the employment relationship.general nature of services provided by each such Person, date of retention, state worked and rate of remuneration for each such Person. Since January 1, 2015, the Companies
Appears in 1 contract
Samples: Equity Purchase Agreement (Ryan Specialty Group Holdings, Inc.)
Employee and Labor Matters. (a) Schedule 5.13(a) lists all collective bargaining agreements, works council agreements, labor union contracts, trade union agreementsAccurate, and other agreements (each a “Collective Bargaining Agreement”) with any unioncomplete lists of all Business Employees and their respective current positions, works councilsalaries, or labor organization (each a “Union” date of hire, bonus opportunities, and collectively “Unions”) leave status have been made available to which Seller is a party or by which it is bound with respect to the BusinessBuyer.
(b) With respect to Seller represents that none of the Business, except Excluded Employees primarily perform services for the Business and that each employee of Seller or any of its Subsidiaries who primarily provides services for the Business has been included as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:Business Employee.
(ic) 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 There are no pending or Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearingsmaterial claims (other than ordinary claims for benefits under Plans), actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actionsdisputes, or proceedings)grievances or pending or, against Seller brought to the Knowledge of Seller, threatened, by or on behalf of any applicant for employment, between the Company and any current or former employeeEmployee.
(d) The Company is not currently, representativenor since the Applicable Date has been, agentsa party to any collective bargaining agreement or similar labor agreement with a labor union or works council.
(e) No labor strike, consultantorganized work stoppage, slowdown, lockout, or unfair labor practice charge against the Company has occurred during the past two (2) years or, to the Knowledge of Seller, is threatened.
(f) To the Knowledge of Seller, there are no current union organization activities or representation questions involving Employees of the Company.
(g) The Company is in compliance in all material respects with all applicable Laws respecting employment and labor, including but not limited to, laws relating to wages, hours, overtime, classification of Employees as exempt or non-exempt, collective bargaining, employment discrimination, safety and health, immigration status, workers’ compensation and the collection and payment of withholding and employment taxes.
(h) The Company does not have nor does it reasonably expect to have any material liability with respect to any misclassification of any Person as an independent contractor, subcontractor, or leased temporary employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, leased employee or any other discriminatoryservant or agent compensated other than through reportable wages (as an employee) paid by the Company (each, wrongful, or tortious conduct in connection with the employment relationshipa “Contingent Worker”) and no Contingent Worker has been improperly excluded from any Plan.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Tronc, Inc.)
Employee and Labor Matters. (a) Schedule 5.13(aEach Seller and its Affiliates (solely with respect to employees of the Business) lists and Acquired Company is, and since January 1, 2016, has been in compliance with all material Laws relating to labor and employment matters, terms and conditions of employment, equal opportunity, nondiscrimination, work authorization, wages and hours of work, independent contractor classification, the COVID-19 pandemic, immigration, occupational health and safety, reasonable accommodations, employee leave, workers’ compensation, harassment and unemployment insurance, and no Seller or the Affiliates thereof (solely with respect to employees of the Business) or any Acquired Company is liable for any arrears of wages or any taxes or penalties for failure to comply with the foregoing. Since January 1, 2016, there has been no collective bargaining agreements, works council agreements, or other 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”) agreement to which any Seller or the Affiliates thereof (solely with respect to employees of the Business) or Acquired Company is a party or by which it is bound bound, been negotiating or been asked to negotiate, involving employees of the Business. Since January 1, 2016, there has been no actual or threatened labor union organizing activity or any employee strikes, work stoppages, slowdowns, lockouts, unfair labor practice charges or proceedings or other disputes involving a labor organization affecting employees of the Business.
(b) There have not been any “plant closings” or “mass layoffs” (as those terms are defined in the Worker Adjustment and Retraining Notification Act, or any local or state Law, hereinafter the “WARN Act”), by the Sellers or Acquired Companies that have created any obligations under the WARN Act in the past ninety (90) days. Sellers (or the Acquired Companies, if applicable) have not laid off any employees of the Business, implemented furloughs or temporary layoffs of any employees of the Business, reduced any of the workforce of the Business, or eliminated any positions relating to the Business in the one hundred twenty (120) day period prior to the date hereof.
(c) Schedule 3.12(c) sets forth the names (to the extent permitted under applicable Law), job titles, locations where employed (city, state or province, and country), employer, leave status, classification as exempt or non-exempt under the Fair Labor Standards Act or related state law, and current annual salary rates or current hourly wages of all employees of the Business (including all Continuing Employees).
(d) Except as listed in Schedule 3.12(d), (i) the employees of the Business that are located in the United States are “at will”, (ii) the Business does not employ any employee, independent contractor or sales representative who cannot be dismissed immediately, whether currently or immediately after the consummation of the transactions contemplated by this Agreement, without notice and without further liability to the Sellers or Acquired Companies, other than such as results by applicable Law outside the United States from the employment of an employee without an agreement as to notice or severance and (iii) no Canada Employee is entitled to notice of termination that is greater than the statutory minimum under applicable employment standards legislation. Other than the confidentiality agreement entered into by all employees of the Business in connection with the onboarding process, no employee of the Business is a party to any written agreement between such employee and any Seller, Acquired Company or the Change Group. To the Knowledge of Sellers, no employee of the Business is a party to any written agreement between such employee and any Person other than Sellers or any Acquired Company that adversely affects the performance of that employee’s duties as an employee with respect to the Business.
(be) With Except as set forth on Schedule 3.12(e), no employees with respect to the Business have provided notice to Sellers or their Affiliates, or any Acquired Company of any termination of employment and, to Sellers’ Knowledge, there is no officer or executive with respect to the Business who intends to terminate his, her or their employment with the Business, except as would not, individually or .
(f) Each employee of the Business that is located in the aggregate, reasonably be expected to have a Material Adverse Effect:
United States is (i) to Seller’s Knowledgea United States citizen, 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 a lawful permanent resident of the date hereof, no Collective Bargaining Agreement is being negotiated by Seller;
United States or (iii) an alien authorized to work in the past three United States either specifically for Business or for any United States employer. The applicable Seller or Acquired Company has a true and completed Form I-9 (3Employment Eligibility Verification) years there have for each of the Business’s employees employed by it pursuant to the Immigration Reform and Control Act of 1986, and all regulations promulgated thereunder and each such Form I-9 has since 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 updated as required by applicable Laws and is correct and complete in all material respects. All individuals who are performing consulting or other services for any Seller (to the Worker Adjustment and Retraining Notification (“WARN”extent Related to the Business) Act or any state Acquired Company are correctly classified as either “independent contractors,” or local Legal Requirements, regarding “employees,” as the termination or layoff of employees or has incurred any liability or obligation under such Legal Requirements;case may be.
(vig) 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 There are no pending or Threatened lawsuitsor, grievancesto the Knowledge of Sellers, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), threatened Proceedings against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or Business pending before any Governmental BodyAuthority based on, arising out of, in each case in connection with his or her affiliation with, or otherwise relating to the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, failure to employ, or any other discriminatoryemployment action taken in relation to any individual employed by the Business or related to any employment or labor laws.
(h) Other than the Canada Employees, wrongful, or tortious conduct in connection with the employment relationshipthere are no employees currently employed by CH Canada.
Appears in 1 contract
Employee and Labor Matters. (a) Except as set forth on Schedule 5.13(a3.17:
(i) lists all collective bargaining agreementsthere is not any, works council agreementsand during the past three years there has not been any, labor strike, dispute, industrial action, work stoppage or lockout pending, or, to Seller’s Knowledge, threatened, against or affecting the Company or any Subsidiary;
(ii) no 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 organizational campaign is a party or by which it is bound in progress with respect to the Business.employees of the Company or any Subsidiary and no question concerning representation of such employees exists and neither the Company nor any Subsidiary is a party to any collective bargaining or other labor agreement (except for JCF Group SAS’s application of the Syntec collective bargaining agreement and any applicable laws of France);
(biii) With respect to neither the Business, except as would notCompany nor any Subsidiary is engaged in any material unfair labor practice;
(iv) neither the Company nor any Subsidiary is in material breach, individually or in the aggregate, reasonably be expected of the provisions of Articles L125-1 to have L124-4 of the French labor code relating to “marchandage”;
(v) there are not any pending, or, to Seller’s Knowledge, threatened, union grievances against the Company or any Subsidiary as to which there is a Material Adverse Effectreasonable likelihood of adverse determination;
(vi) the Company and each Subsidiary has at all times complied in all material respects with all legal requirements concerning health and safety at work, and no material work accident involving any employee has been reported, or a claim for benefits related thereto filed, in the last two years;
(vii) the Company and each Subsidiary has duly complied with the material legal requirements concerning working time; there are no disputes in this respect, whether current, pending, envisaged or foreseeable, in particular in connection with overtime; and
(viii) none of Seller, the Company or any Subsidiary has received written or oral communication during the past two years of the intent of any Government Entity responsible for the enforcement of labor or employment laws to conduct an investigation of or affecting the Company or any Subsidiary and no such investigation is in progress.
(b) Schedule 3.17 sets forth the following information:
(i) to Seller’s Knowledgea true, in correct and complete list of each employee of the past three (3) years, no Union Company and each Subsidiary and his 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 Bodyher department;
(ii) as of the date hereofa true, 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 correct and complete list of each “independent contractor,” consultant, subcontractor person who has accepted an offer of employment made by the Company or other contingent worker; and (C) each employee classified as “exempt” from overtime;
(v) within the past three (3) years, Seller any Subsidiary but whose employment has not failed yet started and of any outstanding offer of employment made to provide advance notice of layoffs or terminations as required any person by the Worker Adjustment and Retraining Notification (“WARN”) Act Company or any state or local Legal Requirements, regarding the termination or layoff of employees or has incurred any liability or obligation under such Legal RequirementsSubsidiary;
(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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationship.
Appears in 1 contract
Samples: Stock Purchase Agreement (Factset Research Systems Inc)
Employee and Labor Matters. (a) Schedule 5.13(aExcept as set forth in Section 3.14(a) lists all of the Seller Disclosure Schedules, no Acquired Group Company is a party to or bound by any collective bargaining agreements, works council agreements, agreements or other similar labor union contracts, trade union agreements, and other agreements (each a “Collective Bargaining AgreementCBA”); there are no CBAs or any other labor-related agreements or arrangements that pertain to any Acquired Group Company Employee ; and no Acquired Group
(i) with There is no, and during the past three (3) years there has been no, unfair labor practice complaint pending or, to the applicable Seller’s Knowledge, threatened before the National Labor Relations Board or 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 other Governmental Authority with respect to the Business.
Acquired Group Companies or Seller or its Affiliates (b) With solely with respect to the BusinessAcquired Group Company Employees); (ii) during the past three (3) years, except as would notthere has been no labor strike, individually material dispute, arbitration, slowdown or in stoppage pending or, to the aggregate, reasonably be expected to have a Material Adverse Effect:
(i) to applicable Seller’s Knowledge, in threatened against any of the Acquired Group Companies or Seller or its Affiliates (solely with respect to the Acquired Group Company Employees); and (iii) during the past three (3) years, no Union material grievance, charge, audit or group other labor dispute or Legal Proceeding arising out of employees or under any CBA has been pending or, to the applicable Seller’s Knowledge, threatened against any of their affiliated Acquired Group Companies or Seller has sought or its Affiliates (solely with respect to organize any employees the Acquired Group Company Employees). To the applicable Seller’s Knowledge, there are no, and 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 strikesno, lockouts, slowdowns, work stoppages, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins, sick-outs, or other forms of organized labor disruption union organizing campaigns in progress with respect to employees of any Acquired Group Company or Seller or its Affiliates (solely with respect to the Acquired Group Company Employees).
(b) The Acquired Group Companies and Seller represent that they and their Affiliates have no notice obligations to, or obligations to obtain the consent of, any labor union or labor organization, which is representing any Acquired Group Company Employee, in connection with the execution of this Agreement or consummation of the transactions contemplated by this Agreement.
(c) No Acquired Group Company or Seller or its Affiliates (solely with respect to the Acquired Group Company Employees) has effectuated or announced within the last twelve (12) months a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C. § 2101, et seq., as amended, or any similar foreign, state or local Law, regulation or ordinance (collectively, the “WARN Act”)) affecting any facility or any operating units within any facility, effectuated a “mass layoff” (as defined in the WARN Act) affecting any facility, or violated the WARN Act; provided that, for purposes of clarity, this representation relates solely to conduct taken by the Acquired Group Companies, Seller;, and/or its Affiliates with respect to Acquired Group Company Employees on or prior to the date hereof that, standing alone, would implicate or violate the WARN Act, without accounting for or making any representation with respect to any conduct of Buyer or any of its Affiliates (including, following the Closing, the Acquired Group Companies) on or following the date hereof that might, either standing alone or when aggregated or otherwise combined with conduct taking by the Acquired Group Companies, Seller, or its Affiliates on or prior to the date hereof, implicate the WARN Act or result in any violation of the WARN Act (whether retroactively or otherwise).
(d) Except as set forth in Section 3.14(d) of the Seller Disclosure Schedules, no Acquired Group Company is a party to or bound by any (i) employment Contracts with any Continuing Employee pursuant to which such Acquired Group Company is obligated to provide such Continuing Employee with base salary exceeding $450,000 annually and which cannot be terminated by such Acquired Group Company without cause by providing sixty (60) days or less notice and without penalty or payment in connection with such termination (other than amounts accrued prior to termination); (ii) Contracts with consultants pursuant to which such Acquired Group Company is obligated to make base compensation payments exceeding $450,000 annually (other than payments that may be earned pursuant to clinical expense pool or bonus plans) and which cannot be terminated by such Acquired Group Company without cause by providing sixty (60) days’ or less notice and without penalty or payment in connection with such termination (other than amounts accrued prior to termination); (iii) Contracts with Continuing Employees that provide for retention bonuses, stay bonuses, change in control payments, or transaction bonuses; and (iv) employee leasing agreements that require more than sixty (60) days’ notice for termination by the Acquired Group Company without cause or that require payment of penalty or termination fee in connection with termination.
(e) Each Acquired Group Company is, and Seller is and its Affiliates (solely with respect to the Acquired Group Company Employees) and, during the three (3) years prior, has been in material compliance with all applicable Laws respecting employment and employment practices and terms and conditions of employment, including, without limitation, all laws respecting wages, hours of work, independent contractor and exempt employee classification, immigration, harassment, discrimination and retaliation, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), workers’ compensation, labor relations, employee leave issues, affirmative action and affirmative action plan requirements and unemployment insurance and occupational safety and health. There are no, and for the past three (3) years there have been no, material Legal RequirementsProceedings pending, including under or to the Fair Labor Standards Actapplicable Seller’s Knowledge, threatened in writing between any of the Acquired Group Company Employees, on the one hand, and any Acquired Group Company or Seller or its Affiliates, on the other hand, relating to employment practices or any applicable employment Laws.
(Af) There are no, and for the legal eligibility past three (3) years there have been no, material Legal Proceedings pending or, to work for all employees; the applicable Seller’s Knowledge, threatened, relating to employment of any employee or alleged employee (Bwhether current, former or retired) proper classification of each “an Acquired Group Company.
(g) To the applicable Seller’s Knowledge, no current or former employee or independent contractor,” consultantcontractor of any Acquired Group Company or Seller or its Affiliates (solely with respect to the Acquired Group Company Employees) is in any material respect in violation of any term of any employment agreement, subcontractor nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other contingent workerobligation: (i) owed to any Acquired Group Company or Seller or its Affiliates; and or (Cii) each employee classified as “exempt” from overtime;owed to any third party with respect to such person’s right to be employed or engaged by the applicable Acquired Group Company or Seller or its Affiliates.
(vh) within To the applicable Seller’s Knowledge, no Acquired Group Company Employee who is above the level of Director, intends to terminate his or her employment prior to the one (1) year anniversary of the Closing.
(i) The Acquired Group Companies and Seller and its Affiliates (solely with respect to the Acquired Group Company Employees) have, during the past three (3) years, investigated all sexual harassment, discrimination or retaliation allegations of which they are aware. With respect to each such allegation that Seller or its Affiliate or the applicable Acquired Group Company deems to have merit, Seller, its applicable Affiliate or the applicable Acquired Group Company has not failed taken corrective action that it deems appropriate.
(j) Except as set forth on Section 3.14(d) of the Seller Disclosure Schedules, no Acquired Group Company or Seller or its Affiliates (solely with respect to provide advance notice the Acquired Group Company Employees) has taken any actions in respect of layoffs the COVID-19 virus to furlough or terminations as required by otherwise temporary lay-off employees or individual independent contractors, terminate the Worker Adjustment and Retraining Notification (“WARN”) Act employment or engagement of any state employee or local Legal Requirementsindependent contractor, regarding the termination reduce hours, wages or layoff fees or benefits of employees or has incurred individual independent contractors or provided notice of any liability or obligation under such Legal Requirements;intent to do the foregoing.
(vik) Seller Each employment agreement with any Acquired Group Company Employee who is a physician (i) contains restrictive covenant agreements 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class favor of the foregoingapplicable Acquired Group Company and (ii) is enforceable against such Acquired Group Company in accordance with its terms and, or any Governmental Bodyto the Seller’s Knowledge, in each case in connection with his or her affiliation withthe Acquired Group Company Employee party thereto, or except as such enforceability may be limited by the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipEnforceability Limitations.
Appears in 1 contract
Employee and Labor Matters. (a) Except (x) as set forth -------------------------- in Schedule 5.13(a3.21 or (y) lists all collective bargaining agreementsin the case of clauses (i), works council agreements(ii), labor union contracts(vii), trade union agreements(viii) or (xii) only, except for any matter promptly disclosed to Purchaser pursuant to Section 5.10 that (A) is not required to be disclosed on Schedule 3.21 as of the date hereof, (B) does not result from any action or failure to act by any member of the Seller Group or any of its employees, representatives or agents (including the entering into of any Labor Contract, other than the Labor Agreements), and other agreements (each a “Collective Bargaining Agreement”C) 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, could not reasonably be expected to have a Seller Material Adverse Effect:
Effect or (iz) to Seller’s Knowledge, in the past three case of clause (3iv) yearsonly, no Union or group of employees of Seller has sought for any practice promptly disclosed to organize any employees for purposes of collective bargaining, made a demand for recognition or certification, sought Purchaser pursuant to bargain collectively with Seller, or filed a petition for recognition with any Governmental Body;
Section 5.10 that (iiA) is not required to be disclosed on Schedule 3.21 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; relates and would give rise solely to the Excluded Liabilities and (C) each could not reasonably be expected to have a Seller Material Adverse Effect, (i) there is no, and during the past three years there has not been any, labor strike, picketing of any nature, significant labor dispute, slowdown or any other concerted interference with normal operations, stoppage or lockout pending, or, to the knowledge of Seller, threatened against or affecting the Business; (ii) there are no union claims or demands to represent or organizational campaigns in progress with respect to the employees of the Seller Group related to the Business or Contingent Workers (as defined in Section 3.21(f)) and no question concerning representation of such individuals exists; (iii) with the sole exception of the Labor Agreements and the Railroad CBAs, there is no collective bargaining or similar agreement or any arrangement with any labor organization, or work rules or practices agreed to with any labor organization or employee classified as “exempt” from overtime;
association, applicable to employees or Contingent Workers related to the Business; (iv) no member of the Seller Group is engaged in any unfair labor practice in connection with the conduct of the Business; (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 Business is in compliance in all material respects with all applicable Legal Requirements relating to labor laws and regulations respecting labor, employment, including all Legal Requirements relating to fair employment practices; the hiring, promotionwork place safety and health, assignmentterms and conditions of employment, and termination of employees; discrimination; equal employment opportunities; disability; labor relations; wages and hours; hours (vi) no member of workthe Seller Group is delinquent in any payments to any of the employees or Contingent Workers related to the Business for any wages, salaries, commissions, bonuses, fees or other direct compensation due with respect to any services performed for it to the date hereof or amounts required to be reimbursed to such employees or Contingent Workers; 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 formal or Threatened lawsuits, informal grievances, complaints or charges with respect to employment or labor matters (including, without limitation, charges of employment discrimination, retaliation or unfair labor practice chargespractices) related to the Business pending or, arbitrationsto Seller's knowledge, chargesthreatened in any judicial, investigations, hearings, actions, claims regulatory or proceedings (including without limitation any administrative investigations, charges, claims, actionsforum, or proceedingsunder any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any Labor Contract or Railroad CBA), against provided that Seller shall not be obligated to list grievances -------- on Schedule 3.21 unless and until such grievances have been brought by for resolution to Seller's Human Resources personnel or on behalf to a manager at the level of any applicant for employment, any current a mill department manager or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” above; (viii) to the knowledge of Seller, or any group or class none of the foregoingBusiness' employment policies or practices is currently being audited or investigated or subject to imminent audit or investigation by any Federal, state or local government agency; (ix) the Business is not subject to any Governmental Bodyconsent decree, court order or settlement in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation respect of any labor or employment Legal Requirementsmatters; (x) the Business is, breach and at all times since November 6, 1986, has been, in material compliance with the requirements of the Immigration Reform Control Act of 1986; (xi) all employees related to the Business are employed at-will or pursuant to the Labor Agreements or Railroad CBAs; and (xii) no arbitration or similar proceeding with respect to employment matters with respect to the Business is pending or, to the knowledge of Seller, threatened and no claim therefor has been asserted.
(b) Except as set forth on Schedule 3.21(b), during the past year, the Business has not experienced a "plant closing," "business closing," or "mass layoff" (as defined in the WARN Act (as defined in Section 5.22(a)) or any similar state, local or foreign law or regulation) affecting any site of employment of the Business (other than the Brainerd Facility) or one or more facilities or operating units within any site of employment or facility of the Business (other than the Brainerd Facility), without complying with the WARN Act and any similar state, local or foreign law or regulation, and, during the 90-day period preceding the date hereof, none of the employees of the Business has suffered an "employment loss" (as defined in the WARN Act or any similar state, local or foreign law or regulation). Schedule 3.21(b) sets forth for each employee who has suffered an "employment loss" during the 90-day period preceding the date hereof (i) the name of such employee (ii) the date of hire of such employee, (iii) such employee's regularly scheduled hours over the six month period prior to such "employment loss", and (iv) such employee's last job title(s), assignment(s) and department(s).
(c) Except as set forth on Schedule 3.21(c), the Labor Agreements and the Railroad CBAs set forth the entire and complete understanding of and agreement between any member of the Seller Group and any Union or Railroad Union including, without limitation, concerning economic and non-economic terms and conditions of employment and related to the assignment of any Collective Bargaining Agreement, breach contractual obligation by any member of any express or implied contract of employment, wrongful termination of employment, or the Seller Group to any other discriminatoryentity.
(d) Schedule 3.21(d) sets forth the name and address of each full-time and part-time employee related to the Business (other than employees whose duties are related primarily to the operation of the Brainerd Facility), wrongfultheir respective positions, their annual rate of compensation (and current rate of accrual of paid time off and the level of bonus, if any, to which they may be entitled expressed as a percentage of base annual salary), and a description of their status (i.e., whether active or tortious conduct in connection with on leave of absence) as of the employment relationship.date of ---- Schedule 3.21
Appears in 1 contract
Employee and Labor Matters. (a) Section 4.14(a) of the Sellers’ Disclosure Schedule 5.13(a) lists contains a list of all collective bargaining agreementsBusiness Employees as of the date of this Agreement, works council agreements, labor union contracts, trade union agreementsincluding any employee who is on a leave of absence of any nature, and other agreements sets forth for each employee the following: (each a “Collective Bargaining Agreement”i) with any unionname; (ii) title or position (including whether full-time or part-time); (iii) base salary or wage rate; (iv) FLSA classification (exempt or non-exempt); and (v) 2017 and 2018 commission, works councilbonus, 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 Businessother incentive-based compensation.
(b) With respect Except as set forth on Section 4.14(b) of the Sellers’ Disclosure Schedule, since October 22 2015, all Business Employees and former employees of a Target Group Company classified as exempt under the FLSA and state and local wage and hour laws are and have been properly classified as exempt. Except as set forth on Section 4.14(b) of the Sellers’ Disclosure Schedule, to the BusinessSellers’ Knowledge, except as would of the date of this Agreement, there are not, individually and since October 22, 2015, there have not been, any Proceedings pending or in threatened against a Target Group Company relating to workers’ compensation, worker classification, wages and hours, minimum wage, overtime compensation, employee classification, and employee compensation, wages, commissions, bonuses, or fees.
(c) Except as set forth on Section 4.14(c) of the aggregateSellers’ Disclosure Schedule, reasonably be expected to have a Material Adverse Effect:
the Sellers’ Knowledge, (i) other than compensation to Seller’s Knowledge, be paid following the date of this Agreement in the ordinary course of business consistent with past three (3) yearspractice, no Union or group of employees of Seller has sought to organize any employees for purposes of collective bargainingall compensation, made a demand for recognition or certificationincluding wages, sought to bargain collectively with Sellercommissions, bonuses, fees, or filed a petition other compensation, payable to any employee, independent contractor, or consultant of the Target Group Companies for recognition with any Governmental Body;
services performed between October 22, 2015 and the date of this Agreement has been paid in full and, (ii) as of the date hereofof this Agreement, no Collective Bargaining Agreement is being negotiated by Seller;Target Group Company has an outstanding agreement, understanding, or commitment with respect to any compensation, wages, commissions, bonuses, or fees.
(iiid) in No Target Group Company is a party to or bound by any collective bargaining agreement and there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent any individual who is a Business Employee as of the past three (3) years there have been date of this Agreement. Since October 22, 2016, no strikesstrike, lockouts, slowdowns, work stoppages, boycotts, handbillingslowdown, picketing, walkoutswork stoppage, demonstrations, leafleting, sit-ins, sick-outsconcerted refusal to work overtime or other similar labor activity has occurred, or other forms of organized labor disruption been threatened or, to the Sellers’ Knowledge, is currently anticipated with respect to any employee of a Target Group Company. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened or, to the Seller;’s Knowledge, anticipated with respect to any individuals who are Business Employees as of the date of this Agreement or any former employees of a Target Group Company. No Target Group Company has a duty to bargain with any labor union. Since October 22, 2016, no Target Group Company has engaged in any unfair labor practices within the meaning of the National Labor Relations Act.
(ive) Seller is Except as set forth on Section 4.14(e) of the Sellers’ Disclosure Schedule, the Target Group Companies are in compliance in all material respects with all Legal Requirements, including under the Fair Labor Standards Act, Applicable Laws relating to (A) the legal eligibility to work for all employees; (B) proper classification employment and employment practices, workers’ compensation, terms and conditions of each “independent contractor,” consultantemployment, subcontractor or other contingent worker; worker classification, worker safety, wages and (C) each hours, minimum wage, overtime compensation, employee classified as “exempt” from overtime;
(v) within the past three (3) yearsclassification, Seller has not failed to provide advance notice of layoffs or terminations as required by civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Xxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq. and the regulations promulgated thereunder.
(“WARN”f) Act The Target Group Companies do not have any outstanding liability under the Worker Adjustment and Retraining Xxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq. (the WARN Act) or the regulations promulgated thereunder or any similar state law, and, since October 22, 2015, the Target Group Companies have not experienced a “mass layoff” or local Legal Requirements, regarding “plant closing” (within the termination meaning of the WARN Act) or layoff of employees or has incurred any liability or obligation under such Legal Requirements;statute.
(vig) Seller is in compliance with all applicable Legal Requirements relating to labor and employmentExcept as set forth on Section 4.14(g) of the Sellers’ Disclosure Schedule, including all Legal Requirements relating to employment practices; as of the hiringdate of this Agreement, 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 Proceedings pending or Threatened lawsuitsor, grievancesto the Sellers’ Knowledge, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation threatened against a Target Group Company by any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current Business Employee or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employeedirector, any group asserting or class relating to harassment, discrimination, retaliation, interference with or denial of the foregoingleaves of absence, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employmentfailure to accommodate, or any other discriminatorysimilar action, wrongfuland no such Proceedings have occurred or, to the Sellers’ Knowledge, been threatened against any Target Group Company since October 22, 2016 and, to the Sellers’ Knowledge, no facts exist that would reasonably be expected to give rise to such claims or tortious conduct actions.
(h) The Target Group Companies are not required to have, and do not have, any affirmative action plans or programs.
(i) To the Sellers’ Knowledge, no officer or other management-level employee of any Target Group Company or Key Manager has notified any Target Group Company or Key Manager that such officer or management-level employee intends to terminate his or her employment with a Target Group Company, as applicable, in connection with the employment relationshiptransactions contemplated by this Agreement or otherwise.
Appears in 1 contract
Samples: Unit Purchase Agreement (KLX Energy Services Holdings, Inc.)
Employee and Labor Matters. (a) Schedule 5.13(aExcept as set forth on Section 4.18(a) lists all of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to, bound by, or subject to any collective bargaining agreements, works council agreements, agreement or other contract with any labor union contracts, trade union agreements, and or other agreements (each a “Collective Bargaining Agreement”) with any union, works council, or labor organization (each each, a “Union” CBA”). Except as is not, and collectively “Unions”would not reasonably be material to the Company and its subsidiaries taken as a whole (i) since January 1, 2022, no labor union, other labor organization, or group of Company Employees has made a written demand to the Company for recognition or certification, (ii) to which Seller is a party or by which it is bound the Knowledge of the Company, since January 1, 2022, there have been no labor organizing activities with respect to any Company Employees and no such activities have been threatened, (iii) (A) since January 1, 2022, there have been no unfair labor practice charges, labor grievances, labor arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against the BusinessCompany or its Subsidiaries, and (B) there is no unfair labor practice charge, labor grievance, labor arbitration, strike, lockout, work stoppage, slowdown, picketing, hand billing or other labor dispute pending as of the date hereof, or to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries.
(b) With respect Except as has not been, and would not reasonably be expected to the Business, except as would notbe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries are, and since January 1, 2022 have been, in compliance with all Applicable Laws respecting labor, employment and employment practices, including, but not limited to, Applicable Laws related to terms and conditions of employment, wages and hours, overtime, meal, and rest breaks, employment discrimination, harassment, and retaliation, employee whistle-blowing, reasonable accommodation, employee and independent contractor classification, labor practices, plant closures or layoffs, unemployment insurance, workers’ compensation, family and medical and other leaves of absence, privacy, background checks, drug or alcohol testing, affirmative action, immigration and occupational safety and health requirements.
(c) There are no currently pending, or to the Knowledge of the Company, threatened, employment-related Proceedings against the Company or its Subsidiaries based on, arising out of, in connection with, or otherwise relating to the employment, application for employment, or termination of any Service Provider by the Company or its Subsidiaries, and no such Proceedings have been brought since January 1, 2022, in each case, except as has not been, and would not reasonably be expected to have be, material to the Company and its Subsidiaries, taken as 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipwhole.
Appears in 1 contract
Employee and Labor Matters. (a) Schedule 5.13(aPrincipal Seller has provided to Purchaser a list setting forth, as of October 15, 2004, (i) lists all collective bargaining agreements, works council agreements, labor union contracts, trade union agreements, the names of each of the employees of the Acquired Subsidiaries and other agreements the Assets Sellers who as of such date were principally employed in the Acquired Business (each an "Acquired Business Employee"), (ii) each such employee's annual base salary (or hourly rate) and (iii) each such employee's target bonus for 2004. Except as required by applicable Law, all such employees are employed on an at-will basis and no such employee is, or will become, other than as required by applicable Law or as would not result in a “Collective Bargaining Agreement”) liability to Purchaser, any Purchaser Designee or any of the Acquired Subsidiaries following the Closing, entitled to any material payment, benefit or right, or any material increased and/or accelerated payment, benefit or right, as a result (either alone or in combination with any union, works councilother event) of such employee's termination of employment with the Acquired Subsidiaries or Assets Sellers as contemplated by Section 5.07, or labor organization (each a “Union” and collectively “Unions”the execution of this Agreement or the consummation of the transactions contemplated hereby. No payment that will be or may be made to an employee, former employee, director, consultant or agent of the Acquired Business will or is reasonably likely to be characterized as an "excess parachute payment" within the meaning of Section 280G(b)(1) to which Seller is a party or by which it is bound with respect to of the BusinessCode.
(b) With As of the date of this Agreement, there is not any, and during the year preceding the date of this Agreement there has not been any, (i) labor strike, dispute, work stoppage or lockout pending, or, to the knowledge of Principal Seller, threatened, against the Acquired Business or (ii) unfair labor practice complaint or sex, age, race or other discrimination claim against any Acquired Subsidiary or Assets Seller with respect to the Businessconduct of the Acquired Business before the National Labor Relations Board, except as would not, individually the Equal Employment Opportunity Commission or in any other Governmental Entity. To 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 knowledge 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 Principal Seller, or filed a petition for recognition with any Governmental Body;
(ii) as of the date hereofof this Agreement, no Collective Bargaining Agreement union organizational campaign 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 progress 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance Acquired Business and no question concerning representation of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipsuch employees exists.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Arch Chemicals Inc)
Employee and Labor Matters. (a) Schedule 5.13(a) lists all collective bargaining agreementsTo the knowledge of Seller, works council agreements, labor union contracts, trade union agreementsthere is currently no pending, and during the past three (3) years has not been, any threatened labor strike, work stoppage, walk-out, slowdown, picketing, lockout or material labor dispute, disruption or shortage involving any employee or independent contractors of the Company or any Company Subsidiary or any of their service providers, suppliers or other agreements business relations; (each a “Collective Bargaining Agreement”b) with neither the Company nor any union, works council, or labor organization (each a “Union” and collectively “Unions”) to which Seller Company Subsidiary is a party to or bound by which it any collective bargaining agreement, memoranda of understanding, side letter agreements or other Contract with any labor organization; (c) to the knowledge of Seller, neither the Company nor any Company Subsidiary has received notice during the past three (3) years that any petition for election has been filed, there is bound no representation petition pending with the National Labor Relations Board and there is no union organizational campaign in progress with respect to the Business.
(b) With employees of the Company or any Company Subsidiary and no petition for such representation is pending with respect to such employees; (d) there is no unfair labor practice charge or complaint against the BusinessCompany or the Company Subsidiaries pending, except or, to the knowledge of Seller, threatened, before the National Labor Relations Board; (e) there are no pending, or, to the knowledge of Seller, threatened, union grievances against the Company or any Company Subsidiaries as would notto which there is a reasonable possibility of adverse determination and that, if so determined, individually or in the aggregate, would be reasonably be expected likely to have a Material Adverse Effect:
material adverse impact on how the Company operates its business or, material adverse impact on the Company’s financial performance; (if) there are no pending, or, to the knowledge of Seller’s Knowledge, in threatened, material charges against the Company or any Company Subsidiaries or any of their respective current or former employees before the Equal Employment Opportunity Commission or any state or local agency responsible for the prevention of unlawful employment practices as to which there is a reasonable possibility of adverse determination; (g) during the past three (3) years, no Union neither Seller nor the Company has received written notice of the intent of any Governmental Entity responsible for the enforcement of labor or group employment laws to conduct an investigation of employees the Company or any Company Subsidiary and, to the knowledge 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 such investigation is in compliance with all Legal Requirements, including under the Fair Labor Standards Act, relating to (A) the legal eligibility to work for all employeesprogress; (Bh) proper classification of each “independent contractor,” consultant, subcontractor or other contingent worker; and (C) each employee classified as “exempt” from overtime;
(v) within during the past three (3) years, Seller has not failed the Company and the Company Subsidiaries have been operating in material compliance with all Applicable Law relating to provide advance notice employment, employment standards, employment of layoffs minors, employment discrimination, health and safety, labor relations, withholding, wages and hours, workplace safety and insurance and/or pay equity; (i) the Company and the Company Subsidiaries have each filed all material reports, information and notices required under any Applicable Law regarding the hiring, hours, wages, occupational safety and health, employment, promotion, termination or terminations as benefits of all employees, and will timely file prior to the Closing all such reports, information and notices required by any Applicable Law to be given prior to the Closing; (j) to the knowledge of Seller, each individual that renders services to the Company and the Company Subsidiaries who is classified as (i) an independent contractor or other non-employee status, (ii) an exempt or non-exempt employee, or (iii) intern is properly so classified for all purposes, including taxation and Tax reporting, Fair Labor Standards Act purposes, and Applicable Law governing the payment of wages; (k) the Company and the Company Subsidiaries have during the past three (3) years each paid or properly accrued all wages and compensation due to all employees, including all overtime pay, vacations or vacation pay, holidays or holiday pay, sick days or sick pay, and bonuses; (l) the Company and the Company Subsidiaries have each properly maintained records for all employees and personnel records in material compliance with Applicable Law; (m) no employees are in receipt of workers compensation benefits, there are no outstanding penalties pursuant to worker’s compensation statutes, or charges regarding same, and there no pending government agency charges, complaints, or claims, no knowledge of potential claims, and no actions taken that would give rise to a claim; (n) the Company and the Company Subsidiaries have each complied during the past three (3) years in all respects with the requirements of the Immigration Reform and Control Act of 1986 and Section 274(A) of the Immigration and Nationality Act with respect to all employees, and all employees who are performing services for the Company and the Company Subsidiaries in the United States are legally able to work in the United States; and (o) the Company and the Company Subsidiaries have each complied during the past three (3) years in all respects with the Worker Adjustment and Retraining Notification (“WARN”) Act or of 1988 and any similar state or local Legal Requirements, regarding the termination or layoff other Applicable Law provisions for which Buyer could be liable. Seller has provided to Buyer a written list of all 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoingCompany and the Company Subsidiaries as of March 23, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationship2016.
Appears in 1 contract
Employee and Labor Matters. (a) Schedule 5.13(a) lists all collective bargaining agreementsThere is not pending or, works council agreementsto the knowledge of Seller, threatened, any labor union contractsstrike, trade union agreementswalk-out, and other agreements (each a “Collective Bargaining Agreement”) with any unionslowdown, works council, work stoppage or labor organization (each a “Union” and collectively “Unions”) to which Seller is a party or by which it is bound lockout with respect to the Business.
SBBC System, (b) Seller has not received written notice of any unfair labor practice charges against Seller with respect to the SBBC System that are pending before the National Labor Relations Board or any similar state, local or foreign Governmental Authority and (c) Seller has not received written notice of any pending or in progress and, to the knowledge of Seller, there are no threatened in writing, Actions in connection with Seller with respect to the SBBC System before the Equal Employment Opportunity Commission or any similar state, local or foreign Governmental Authority responsible for the prevention of unlawful employment practices. Schedule 5.14 sets forth any employment, retention, severance or related agreements providing for any change-in-control, transaction bonus, retention or similar provisions that may be implicated in connection with the transactions contemplated by this Agreement. With respect to the BusinessSBBC System, Seller (A) is in compliance in all material respects with all applicable Laws, agreements and contracts relating to the SBBC System Employees, workplace practices, and terms and conditions of employment with or retention by Seller, including all such Laws, agreements and contracts relating to wages, hours, collective bargaining, employment discrimination, immigration, disability, civil rights, fair labor standards, occupational safety and health, workers' compensation, pay equity and wrongful discharge, and (B) has timely obtained or prepared and, if applicable, filed all appropriate forms (including United States Citizenship and Immigration Services Form I-9) required by any relevant Law or Governmental Authority, except as would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect:
. With respect to the SBBC System, Seller properly classifies in all material respects all applicable Persons as employees, independent contractors, leased employees or as persons exempt from overtime pay. Seller has provided to Purchaser a complete and correct list of all SBBC System Employees who work on campuses of the Schools which sets forth the following information with respect to each: (i1) to Seller’s Knowledge, in the past three name; (2) title or position; (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 employeeshire date; (B4) proper classification of each “independent contractor,” consultantcurrent annual or hourly base compensation rate; (5) active or inactive status and, subcontractor if applicable, the reason for inactive status; (6) full-time or other contingent workerpart-time status; (7) exempt or non-exempt status; (8) employment location; and (C) each employee classified as “exempt” from overtime;
(v) within 8) to 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” knowledge of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipunion affiliation.
Appears in 1 contract
Samples: Asset Purchase Agreement
Employee and Labor Matters. (a) Schedule 5.13(aExcept as set forth on Section 4.12(a) lists all of the Seller Disclosure Schedule: (i) since January 11, 2011, there has never been, nor has there been any threat of, any labor strike, slowdown, work stoppage lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting Seller or any employees employed at the Xxxxx Xxxxx Facility; and (ii) none of Seller or any Selling Affiliate is a party to, bound by or negotiating any collective bargaining agreementsagreements or any labor union contracts with a union, 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 collectively, “Union” and collectively “Unions”) relating to which the operation of the Xxxxx Xxxxx Facility, and there is not any Union representing or purporting to represent any employee of Seller or any Selling Affiliate employed at the Xxxxx Xxxxx Facility and, to the knowledge of Seller, no union organizational campaign is a party or by which it is bound in progress with respect to the Businessemployees of Seller or a Selling Affiliate employed at the Xxxxx Xxxxx Facility; (iii) to the knowledge of Seller there are no Actions against Seller or any Selling Affiliate pending, or to the knowledge of Seller, threatened to be brought or filed, by or with any Governmental Entity, court or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor at the Xxxxx Xxxxx Facility, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wages and hours or any other employment related matter arising under Applicable Laws; and (iv) Seller has not received written notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation of the Xxxxx Xxxxx Facility and, to the knowledge of Seller, no such investigation is in progress.
(b) With respect To the knowledge of Seller and to the Businessextent not reasonably likely to result in material liability to Purchaser, except each of Seller and any Selling Affiliate is and has been in compliance with all Applicable Laws pertaining to employment and employment practices to the extent they relate to employees at the Xxxxx Xxxxx Facility, including all Applicable Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance.
(c) Seller has made available a true and correct list of all employees and independent contractors and consultants, receiving a Form 1099 from Seller or a Selling Affiliate, working at the Xxxxx Xxxxx Facility as would notof the date hereof including any employee who is on a leave of absence of any nature, individually paid or in unpaid, authorized or unauthorized, and sets forth for each such individual the aggregate, reasonably be expected to have a Material Adverse Effect:
following: (i) to Seller’s Knowledge, in the past three name and title or position (3) years, no Union including whether full 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;
part time); (ii) hire date; (iii) current annual base compensation rate; (iv) commission, bonus or other incentive-based compensation, including equity compensation; and (v) a description of the fringe benefits (other than fringe benefits offered under a Benefit Plan) provided to each such individual as of the date hereof. Section 4.12(c) of the Seller Disclosure Schedule contains a true and correct list of all third party vendors providing independent contractors and consultants including the rate at which each vendor is paid. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(d) Seller has complied with the WARN Act, and it has no Collective Bargaining Agreement is being negotiated plans to undertake any action prior to the Closing Date that would trigger the WARN Act.
(e) [ * ], except as set forth on Section 4.12(d) of the Seller Disclosure Schedule, there has not been any (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employees, officers, directors, independent contractors or consultants of Seller or a Selling Affiliate employed or engaged at the Xxxxx Xxxxx Facility, other than as provided for in any written agreements or required by Seller;
Applicable Law, (ii) change in the terms of employment for any employee of Seller or a Selling Affiliate employed at the Xxxxx Xxxxx Facility or any termination of any such employees [ * ], or (iii) in action to accelerate the past three (3) years there have been no strikes, lockouts, slowdowns, work stoppages, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins, sick-outs, vesting 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; any compensation or employee terminations; data privacy and data protection; and
(vii) there are no pending or Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant benefit for employment, any current or former employee, representativeofficer, agentsdirector, consultantconsultant or independent contractor of Seller or a Selling Affiliate employed or engaged at the Xxxxx Xxxxx Facility; (iv) adoption, independent contractormodification or termination of any: (A) employment, subcontractorseverance, retention or leased employee, volunteer, or “temp” of Seller, or other agreement with any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group officer, director, independent contractor or class consultant of Seller or a Selling Affiliate employed or engaged at the foregoingXxxxx Xxxxx Facility, (B) Benefit Plan (other than with respect to changes in Benefit Plans that apply generally to employees of Seller or a Selling Affiliate employed outside the Xxxxx Xxxxx Facility), or any Governmental Body(C) collective bargaining or other agreement with a Union, in each case whether written or alleging violation oral in respect of any labor current employees of Seller or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express a Selling Affiliate employed or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with engaged at the employment relationshipXxxxx Xxxxx Facility.
Appears in 1 contract
Samples: Asset Purchase Agreement (Seattle Genetics Inc /Wa)
Employee and Labor Matters. Except as set forth in Section 4.18 of the Seller Disclosure Schedule, (a) Schedule 5.13(a) lists all none of the Company’s or the Company Subsidiaries’ employees is represented for purposes of collective bargaining agreements, works council agreements, labor union contracts, trade union agreements, and other agreements (each a “Collective Bargaining Agreement”) with by any union, works council, or labor organization and there is not and in the past three years has not been, any labor strike, dispute, work stoppage or lockout pending, or, to the knowledge of Seller, threatened, against the Company or any Company Subsidiary; (each a “Union” and collectively “Unions”b) to which Seller the knowledge of Seller, no union organizational campaign is a party or by which it is bound in progress with respect to the Business.
employees of the Company or any Company Subsidiary and no question concerning representation exists respecting such employees; (bc) With respect there is no unfair labor practice charge or complaint against the Company or the Company Subsidiaries pending, or, to the Businessknowledge of Seller, except threatened, before the National Labor Relations Board; (d) there are no pending, or, to the knowledge of Seller, threatened, union grievances against the Company or any of the Company Subsidiaries as would notto which there is a reasonable possibility of adverse determination and that, if so determined, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect:
; (ie) there are no pending, or, to the knowledge of Seller’s Knowledge, in threatened, charges against the past three Company or any of the Company Subsidiaries or any of their respective current or former employees before the Equal Employment Opportunity Commission or any state or local agency responsible for the prevention of unlawful employment practices; (3f) yearsneither Seller nor the Company has received written notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation of the Company or any Company Subsidiary and, to the knowledge of Seller, 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;
such investigation is in progress; and (iig) 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 Company and each Company Subsidiary is in compliance with all Legal RequirementsLaws concerning employment, including under the Fair Labor Standards Actwages and labor, including, without limitation, provisions thereof relating to (A) the legal eligibility to work for all employees; (B) proper classification of each “independent contractor,” consultantequal opportunity, 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; , collective bargaining and occupational health and safety except for such non-compliance as, individually or in the aggregate, has not had and health; family and medical leave; or employee terminations; data privacy and data protection; and
(vii) there are no pending or Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging would not reasonably be expected to be have a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipMaterial Adverse Effect.
Appears in 1 contract
Employee and Labor Matters. (a) Schedule 5.13(aExcept as specified in Section 4.16(a) lists all of the Disclosure Schedule, no Target Company or Seller is party to or bound by any collective bargaining agreementsagreement covering, there are no labor unions, works council agreementscouncils or other organizations representing, any Business Employee and, to the Sellers’ Knowledge, no petition has been filed or Proceeding instituted by any Business Employees of any Target Company or of any Seller with any labor union contractsrelations board seeking recognition of a bargaining representative. No strike, trade union agreementsslowdown, picketing, work stoppage or concerted refusal to work overtime has occurred between any Target Company or any Seller, on the one hand, and any Business Employee, on the other agreements (each a “Collective Bargaining Agreement”) with any unionhand, works councilin the past four years, or labor organization (each a “Union” and collectively “Unions”) to which Seller is a party or by which it is bound with respect nor, to the BusinessSellers’ Knowledge, is such an event threatened between any Seller or any Target Company, on the one hand, and any of their Business Employees, on the other hand.
(b) With Without limiting the generality of Section 4.14 of this Agreement, every Target Company and each Seller is in compliance in all material respects with all Applicable Laws pertaining to the employment of their Business Employees, including all such Applicable Laws relating to employment and employment conditions and practices, terms and conditions of employment, wages and hours, worker classification, equal employment opportunities, prohibited discrimination or harassment, employee data protection, occupational safety and health matters, use of regulated substances and radioactive materials, discrimination, and immigration, and none of the Target Companies or Sellers conduct or have conducted business in a manner or have implemented any practices that could give rise to any material claim or action under such contracts or Applicable Laws, and no claim of noncompliance has been made or, to Seller’s Knowledge, threatened. Without limiting the generality of the foregoing, (i) each Target Company and Seller has complied in all material respects with all Applicable Laws regarding the maintenance, use, sharing or processing of Employee Personal Data, (ii) each individual who renders or has rendered services to any Target Company or Seller who is or has been classified as having the status of a consultant, independent contractor, or other non-employee status for any purpose (including for purposes of taxation and tax reporting) has been properly so characterized, and (iii) each employee of, or other person providing services to, any Target Company or Seller who is or has been classified as exempt from payment of overtime has been properly so characterized.
(c) Except as set forth in Section 4.16(c) of the Disclosure Schedule, all of the Business Employees are employed on an “at-will” basis and their employment can be terminated at any time for any reason without, individually or in the aggregate, any material Liability being incurred in respect of such individuals other than as may be required by Applicable Law or employee benefit plans. Each Target Company’s relationships with all individuals who act on their own as contractors or other service providers to such Target Company can be terminated at any time for any reason without, individually or in the aggregate, any material Liability being incurred in respect of such individual other than with respect to compensation or payments accrued before the termination.
(d) Section 4.16(d) of the Disclosure Schedule lists the current job title, work location, compensation, hire date, leave status (if on leave) and accrued leave entitlements of all Business Employees. Except as set forth on Section 4.16(d) of the Disclosure Schedule, there are no Change of Control Payments or other bonuses, payments, compensation or consideration of any kind or nature whatsoever payable to the Business Employees or other Persons providing services to the Sellers’ Group (to the extent related to the Business) by the Target Companies as a result of the consummation of the contemplated transactions.
(e) No member of the Sellers’ Group and none of the Target Companies are delinquent in any payments to any of their current or former Business Employees for any wages, salaries, commissions, bonuses or other direct compensation, (including overtime, late-payment penalties or deferred compensation of any type). No member of the Sellers’ Group or Target Company is indebted to any employee other than for the current cycle of accrued wages, salaries, commissions, bonuses or other direct compensation for any services performed and for any expenses incurred in connection with the employment of the employment of the employee.
(f) None of the Business Employees are unpaid interns as defined by Applicable Law. None of the Business Employees are foreign nationals whose immigration status is sponsored by any member of the Sellers’ Group or any Target Company.
(g) Without limiting the generality of Section 4.03 of this Agreement or Section 4.03 of the Disclosure Schedule, there is no employment-related Proceeding pending or, to the Sellers’ Knowledge, threatened by or on behalf of any Person, relating to an alleged violation or breach by any Target Company or member of Sellers’ Group (or their respective stockholders, members, employees, officers, managers or directors) of any employment-related Applicable Law or employment Contract. For avoidance of doubt, there is no pending or reasonably anticipated claim (including a cause of action, suit or demand), Proceeding or, to the Sellers’ Knowledge, dispute relating to wage and hour compliance, workplace safety compliance, equal employment opportunities, prohibited discrimination or harassment, or other similar employment activities, between any Target Company or member of Sellers’ Group, on the one hand, and any union, past or present Business Employee, contractor or consultant, or group of employees, contractors or consultants, on the other hand.
(h) There is no workers’ compensation Liability, experience or matter outside the ordinary course of business with respect to the Business, Business Employees except as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect:material Liability.
(i) The Target Companies and the Sellers’ Group have made available to Seller’s Knowledgethe Purchasers true and complete copies of all employee manuals, handbooks, and policy statements relating to the employment of the current Business Employees 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) effect 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationship.
Appears in 1 contract
Employee and Labor Matters. (a) Except as set forth in Schedule 5.13(a3.18: (i) lists all collective bargaining agreements, works council agreements, labor union contracts, trade union agreementsthere is not any, and other agreements since the Relevant Date (each a “Collective Bargaining Agreement”) with any unionto the Knowledge of Seller, 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 period prior to the BusinessSpin-Off Date) there has not been any, except as would notlabor strike, work stoppage or lockout pending, or, to the Knowledge of Seller, threatened, against the Businesses; (ii) there are not any unfair labor practice charges or complaints against Seller or any Seller Sub pending, or, to the Knowledge of Seller, threatened, in connection with the conduct of the Businesses which there is a reasonable possibility of adverse determination and that, if so determined, individually or in the aggregate, are reasonably be expected likely to have a Seller Material Adverse Effect:
; (iiii) there are not any pending, or, to the Knowledge of Seller’s Knowledge, threatened, union or work council grievances against Seller or any Seller Sub in connection with the conduct of the Businesses as to which there is a reasonable possibility of adverse determination and that, if so determined, individually or in the past three aggregate, are reasonably likely to have a Seller Material Adverse Effect; (3iv) yearsthere are not any pending, no Union or, to the Knowledge of Seller, threatened, charges in connection with the conduct of the Businesses against the Seller or group any Seller Sub or any current or former employee of employees the Businesses before any Federal, state, local or foreign agency responsible for the prevention of unlawful employment practices which there is a reasonable possibility of adverse determination and that, if so determined, individually or in the aggregate, are reasonably likely to have a Seller Material Adverse Effect; (v) Seller with respect to the Businesses and Cemax-Icon has sought complied in all material respects with all labor and employment laws, including provisions thereof relating to organize any employees for purposes of wages, hours, equal opportunity, 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 Americans With Disabilities Act, relating to (A) the legal eligibility to work for all employeesFamily and Medical Leave Act and the payment of social security and other taxes; (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 has heretofore made available to Buyer a list of all Eligible Employees on short-term disability or other medical or non-medical leaves of absence with all applicable Legal Requirements relating to labor a description of the reason for the absence and employment, including all Legal Requirements relating to employment practicesexpected return date; 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” to the Knowledge of Seller, no Eligible Employee is subject to any noncompetition, nondisclosure, confidentiality, employment, consulting or similar agreement with persons other than Seller or Cemax-Icon that would prevent the employee from working in the capacity in which he or she is currently employed for the Businesses; (viii) there is no pending or, to the Knowledge of Seller, threatened union organization activity by or among any group Eligible Employees; (ix) there is no charge, complaint or class of other action pending against Seller with respect to the foregoingBusinesses, or any Governmental Body, in each case in connection with his or her affiliation with, or to the performance Knowledge of his or her duties to, Seller, any person alleging investigation commenced or threatened against Seller with respect to be a current the Occupational Safety and Health Act or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation comparable Laws of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipGovernmental Entity ("OSHA").
Appears in 1 contract
Employee and Labor Matters. Part 2.18(a) of the Disclosure Schedule accurately sets forth, with respect to each employee of the Seller (aexcept for Kxxxx Xxxx and Jxxxxxxx Xxxxxxx) Schedule 5.13(aemployed primarily in connection with the Dialog Server Product Business (including any employee who is on a leave of absence or on layoff status) lists all (except for Messrs. Shen and Sxxxxxx, each a "Dialog Employee"): (i) the name and title of such employee; (ii) the aggregate dollar amounts 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 Seller with respect to services performed in 1999 and with respect to services performed in 2000; (iii) such employee's annualized compensation as of the date of this Agreement; (iv) the number of hours of sick-time which such employee has accrued as of the date hereof and the aggregate dollar amount thereof; and (v) the number of hours of vacation time which such employee has accrued as of the date hereof and the aggregate dollar amount thereof. Except as set forth in Part 2.18(b) of the Disclosure Schedule, the Seller is not a party to or bound by, and has never been a party to or bound by, any employment contract or any union contract, collective bargaining agreementsagreement or similar Contract with respect to any Dialog Employee. The employment of the Dialog Employees by Seller is terminable by the Seller at will and no employee is entitled to severance pay or other benefits following termination or resignation, works council agreementsexcept as otherwise provided by law. To the knowledge of the Seller: (i) no Dialog Employee intends to terminate his employment, labor union contractsexcept to join the employ of Purchaser; (ii) no Dialog Employee has received an offer to join a business that may be competitive with the business of the Seller, trade union agreements, except in connection with the transactions contemplated by this Agreement; and other agreements (each a “Collective Bargaining Agreement”iii) with any union, works council, or labor organization (each a “Union” and collectively “Unions”) to which Seller no Dialog Employee is a party to or by which it is bound by any confidentiality agreement, noncompetition agreement or other Contract (with respect to any Person) that may have an adverse effect on (A) the Business.
performance by such employee of any of his duties or responsibilities as an employee of the Seller or as an employee of the Purchaser, or (bB) the Dialog Server Product Business as operated by the Seller or the Purchaser. With respect to the BusinessDialog Employees, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
Seller has: (i) to Seller’s Knowledgecomplied in all material respects with the employment eligibility verification form requirements under the Immigration and Naturalization Act, in as amended (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;
"INA"); (ii) as complied with the paperwork provisions and anti- discrimination provisions of the date hereof, no Collective Bargaining Agreement is being negotiated by Seller;
INA; and (iii) in obtained and maintained 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 employee records and I-9 forms of organized labor disruption with respect to Seller;
(iv) Seller is such Dialog Employees 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 order as required by the Worker Adjustment law 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 will transfer such Legal Requirements;
(vi) Seller is in compliance with all applicable Legal Requirements records relating to labor such Dialog Employees as are employed by Purchaser at the Closing. Except as set forth on Part 2.18(e) of the Disclosure Schedule, the Seller does not employ any Dialog Employees who are not citizens of the United States and employment, including all Legal Requirements relating who are not authorized to employment practices; work in the hiring, promotion, assignmentUnited States. Part 2.18(f) of the Disclosure Schedule sets forth the name of, 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class a general description of the foregoingservices performed by, or each independent contractor to whom the Seller has made any Governmental Bodypayment since December 31, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct 1999 in connection with the employment relationshipDialog Server Product Business.
Appears in 1 contract
Employee and Labor Matters. From July 1, 2015 through (aand including) Schedule 5.13(athe date of this Agreement, (i) lists all collective bargaining agreementsthere has not been nor is there pending or, works council agreementsto the knowledge of the Seller, threatened, any labor union contractsstrike, trade union agreementswalk-out, and other agreements (each a “Collective Bargaining Agreement”) with any unionslowdown, works council, work stoppage or labor organization (each a “Union” and collectively “Unions”) to which Seller is a party or by which it is bound lockout with respect to any Xxxxxxxxxx Entity, (ii) the Business.
Xxxxxxxxxx Entities have not received written notice of any unfair labor practice charges against the Xxxxxxxxxx Entities that are pending before the National Labor Relations Board or any similar state, local or foreign Governmental Authority and (biii) With respect the Xxxxxxxxxx Entities have not received written notice of any pending or in progress and, to the Businessknowledge of the Seller, except as would notthere are no threatened, individually Actions in connection with the Xxxxxxxxxx Entities before the Equal Employment Opportunity Commission or any similar state, local or foreign Governmental Authority responsible for the prevention of unlawful employment practices. The Xxxxxxxxxx Entities have made available to or provided the Purchaser a true and correct copy of each such System Employee’s employment Contract, if any (other than offer letters relating to employment at will that can be terminated by the Xxxxxxxxxx Entities at any time without liability thereunder), and all such employment agreements, if any, are listed on Schedule 5.14. Schedule 5.14 also sets forth any employment, retention, severance or related agreements providing for any change-in-control, transaction bonus, retention or similar provisions that may be implicated in connection with the aggregatetransactions contemplated by this Agreement and/or other events. Since July 1, reasonably be expected to 2015, the Xxxxxxxxxx Entities have a Material Adverse Effect:
not received services from (i) any individual whom the Xxxxxxxxxx Entities did not treat as a common-law employee, including any individual treated as an independent contractor, but who should have been treated as a common-law employee, or (ii) any individual who constituted a leased employee of the Xxxxxxxxxx Entities under Section 414(n) of the Code. The Xxxxxxxxxx Entities (i) are in compliance in all material respects with all applicable Laws, agreements and contracts relating to Seller’s Knowledgethe System Employees, in workplace practices, and terms and conditions of employment with or retention by the past three (3) yearsXxxxxxxxxx Entities, no Union or group of employees of Seller has sought including all such Laws, agreements and contracts relating to organize any employees for purposes of wages, hours, collective bargaining, made a demand for recognition or certificationemployment discrimination, sought to bargain collectively with Sellerimmigration, or filed a petition for recognition with any Governmental Body;
disability, civil rights, fair labor standards, occupational safety and health, workers’ compensation, pay equity and wrongful discharge, (ii) as of the date hereof, no Collective Bargaining Agreement is being negotiated by Seller;
(iii) are 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 material respects in compliance with all applicable Legal Requirements Laws, agreements and contracts relating to labor independent contractors, temporary agency employees and employment, including all Legal Requirements relating to employment practices; “leased” employees (within the hiring, promotion, assignmentmeaning of Section 414(n) of the Code), and termination (iii) have timely obtained or prepared and, if applicable, filed all appropriate forms (including United States Citizenship and Immigration Services Form I-9) required by any relevant Law or Governmental Authority. The Xxxxxxxxxx Entities are not engaged in any unfair labor practice. Since July 1, 2015, the Xxxxxxxxxx Entities have properly classified all applicable Persons as employees, independent contractors, leased employees or as persons exempt from overtime pay. The Xxxxxxxxxx Entities have provided to Purchaser a complete and correct list of employeesall employees of and consultants to the Xxxxxxxxxx Entities which sets forth the following information with respect to each: (i) name; discrimination(ii) title or position; equal employment opportunities(iii) the entity or entities by which such individual is employed; disability(iv) hire date; labor relations(v) current annual or hourly base compensation rate; wages and hours(vi) commission, bonus, incentive compensation, or other similar compensation paid for fiscal year 2017; 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 all accruals or Threatened lawsuitscommitments (whether oral or written) to pay commissions, grievancesbonuses, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actionsincentive compensation, or proceedings)other similar compensation for the current year; (viii) accrued but unused vacation or paid time off; (ix) active or inactive status and, against Seller brought by if applicable, the reason for inactive status; (x) accrued but unused sick days; (xi) full-time or on behalf of any applicant for employment, any current part-time status; (xii) exempt or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class non-exempt status; (xiii) employment location; and (xiv) to the knowledge of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipunion affiliation.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Adtalem Global Education Inc.)
Employee and Labor Matters. (a) Schedule 5.13(aAs of the date hereof (i) lists all collective bargaining agreementsthere is not and has not been during the past five years any labor strike, works council agreementsdispute, labor union contractswork stoppage or lockout pending, trade union agreementsor, and other agreements to the knowledge of Sellers, threatened, against the Companies or their subsidiaries, (each a “Collective Bargaining Agreement”) with any union, works council, or labor organization (each a “Union” and collectively “Unions”ii) to which Seller the knowledge of Sellers, no union organizational campaign is a party or by which it is bound in progress with respect to the Businessemployees of any of the Companies or their subsidiaries and no question concerning representation has been presented to such employees, (iii) to the knowledge of Sellers, none of the Companies or their subsidiaries is engaged in any unfair labor practice and (iv) neither the Companies nor any of their subsidiaries has received any written notice that there is an unfair labor practice charge or complaint against any of them pending or threatened before the National Labor Relations Board.
(b) With respect The employees of the Companies and their subsidiaries have been since January 1, 2001, and currently are, properly classified in all material respects under the Fair Labor Standards Act of 1938, as amended, and under any comparable, state Applicable Law. The Companies and their subsidiaries are not delinquent to, and have not failed to pay any of its employees, consultants or contractors for any wages (including overtime), salaries, commissions, bonuses, benefits or other direct compensation for any services performed by them to the Businessdate hereof or amounts required to be reimbursed to such individuals except where the failure to pay any such wages, except as would notsalaries, individually commissions, bonuses, benefits or in the aggregate, other direct compensation could not reasonably be expected to have a Material Adverse Effect:result in criminal liability or material civil liability on the part of the Company or their subsidiaries or any officer or director thereof.
(ic) The Companies and their subsidiaries do not have an established severance pay practice or policy. The Companies and their subsidiaries are not liable for any severance pay, bonus compensation, acceleration of payment or vesting of any equity interest, or other payments (other than accrued salary, vacation, or other paid time off in accordance with the policies of the Companies and their subsidiaries) to Seller’s Knowledgeany employee or former employee arising from the termination of employment of such employee or former employee.
(d) The Companies and their subsidiaries are in compliance in all material respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, employee benefits, terms and conditions of employment and immigration matters, in the past three (3) yearseach case, no Union or group of employees of Seller has sought with respect 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;its employees.
(iie) As of the date hereof, neither the Companies nor any of their subsidiaries has communicated to any employee, at the managerial level or above (each a “Senior Company Employee” and collectively, the “Senior Company Employees”), an intention to terminate the employment of such employee. To the knowledge of the Sellers, as of the date hereof, no Collective Bargaining Agreement is being negotiated by Seller;
(iii) in Senior Company Employee has given the past three (3) years there have been no strikes, lockouts, slowdowns, work stoppages, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins, sick-outs, Companies or their subsidiaries notice or any 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, communication relating to (A) the legal eligibility such Senior Company Employee’s intention 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with terminate his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipCompanies or their subsidiaries.
Appears in 1 contract
Samples: Purchase Agreement (Ionics Inc)
Employee and Labor Matters. There are no strikes, boycotts, grievances, work stoppages, slowdowns, lockouts or other job actions existing, pending (a) Schedule 5.13(a) lists all collective bargaining agreementsor, 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.
(bknowledge of any Loan Party, threatened) With respect to the Businessagainst or involving any Loan Party or any Subsidiary of any Loan Party, except as would notfor those that could not reasonably be expected, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
. Except as set forth on Schedule 4.22, or except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (ia) there is no memorandum of understanding, collective bargaining or similar agreement, and there is no ongoing negotiation or duty to negotiate, with any union, labor organization, works council or similar representative covering any Employee or otherwise binding any Loan Party or any Subsidiary of any Loan Party, (b) to Seller’s Knowledge, in the past three (3) yearsLoan Parties’ knowledge, 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 certification or election of any Governmental Body;
(ii) as of the date hereof, no Collective Bargaining Agreement such representative 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, existing or other forms of organized labor disruption pending with respect to Seller;
any Employee, (ivc) Seller to the Loan Parties’ knowledge, no such representative has sought certification or recognition with respect to any Employee, and (d) to the Loan Parties’ knowledge, no Employee or his or her representative is engaged in any organizing efforts. Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all current and former Employees are and have been correctly classified as exempt or non-exempt under, and are and have been paid in accordance with, all applicable federal, state, and local wage and hour laws. Further, all individuals who perform or have performed services for any Loan Party or any Subsidiary of any Loan Party are or were correctly classified under each Employee Benefit Plan, ERISA, the Internal Revenue Code and other Applicable Law as common law employees, independent contractors or other non-employee basis, or leased employees, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Each Loan Party and Subsidiary of any Loan Party are in material 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 Applicable Laws concerning employment, including all Legal Requirements relating to employment practices; the without limitation hiring, promotionbackground checks, assignmentcompensation, benefits, wages (including payment of overtime), wage deductions and withholdings, classification, immigration, work authorization, employment eligibility verification, reporting, taxation, occupational health and safety, equal rights, labor relations, accommodations, breaks, notices, employment policies, paid or unpaid time off work, accessibility, privacy, 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; , except for such noncompliance that could not reasonably be expected, individually or employee terminations; data privacy and data protection; and
(vii) there are no pending or Threatened lawsuitsin the aggregate, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be have a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipMaterial Adverse Effect.
Appears in 1 contract
Employee and Labor Matters. (ai) 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 Except as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect:
(i) to Seller’s Knowledge, in material adverse effect on 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 OTA Assets and the operations of the date hereofFacilities: (a) there is no, no Collective Bargaining Agreement is being negotiated by Seller;
(iii) in and during the past three (3) years there have has not been no strikesany, lockoutslabor strike, slowdownsdispute, work stoppagesstoppage or lockout pending, boycottsor, handbillingto each Seller’s and Existing Operator’s Knowledge, picketingthreatened, walkoutsagainst or affecting the operation of the Facilities; (b) to each Seller’s and Existing Operator’s Knowledge, demonstrations, leafleting, sit-ins, sick-outs, or other forms of organized labor disruption no union organizational campaign is in progress with respect to Seller;
(iv) Seller is in compliance with all Legal Requirementsthe EO Employees, including under the Fair Labor Standards ActPCS Employees and/or PBS Employees and no question concerning representation of such EO Employees, relating to (A) the legal eligibility to work for all employeesPCS Employees and/or PBS Employees exists; (Bc) proper classification no Seller or Existing Operator is engaged in any unfair labor practice in connection with the operation of the Facilities; (d) there are no unfair labor practice charges or complaints pending, or, to each “independent contractor,” consultantSeller’s and Existing Operator’s Knowledge, subcontractor threatened, before the National Labor Relations Board or other contingent workerany state or local labor relations board in connection with the operation of the Facilities; (e) there are no pending, or, to each Seller’s and Existing Operator’s Knowledge, threatened, union grievances in connection with the operation of the Facilities; (f) there are no pending, or, to each Seller’s and Existing Operator’s Knowledge, threatened, charges in connection with the operation of the Facilities against any Seller or Existing Operator or any current or former employee of the Facility before the Equal Employment Opportunity Commission or any state or local agency responsible for the prevention of unlawful employment practices (except for the EEOC charge Mine Creek Healthcare Center as previously disclosed to New Operators); and (Cg) each employee classified as “exempt” from overtime;
(v) within no Seller or Existing Operator has received written notice during the past three (3) yearsyears of the intent of any Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation of or affecting the operation of the Facilities and, to each Seller’s and Existing Operator’s Knowledge, no such investigation is in progress.
(ii) No Existing Employee is, to each Seller’s and Existing Operator’s Knowledge, a party to or bound by any contract, or subject to any judgment that may interfere with the use of such Existing Employee’s best efforts to promote the interests of the Facilities, may conflict with the operation of the Facilities, this OTA Agreement, the OTA Sale Transaction or the APA Sale Transaction or that has had or could reasonably be expected to have a material adverse effect on the OTA Assets and the operations of the Facilities. To each Seller’s and Existing Operator’s Knowledge, no activity of any employee at a Facility as or while an employee of such Facility has caused a violation of any employment contract, confidentiality agreement, patent disclosure agreement or other contract to which such employee was a party. To each Seller’s and Existing Operator’s Knowledge, neither the execution and delivery of this OTA Agreement, the consummation of the OTA Sale Transaction or the APA Sale Transaction, nor the conduct of the operation of the Facilities by the Existing Employees, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, under which any such Existing Employee is now obligated.
(iii) Except as would not reasonably be expected to have a material adverse effect on the OTA Assets and the operations of the Facilities, since the enactment of the WARN Act, to each Seller’s and Existing Operator’s Knowledge, (i) no Seller or Existing Operator has effectuated a “plant closing” (as defined in the WARN Act) affecting any Facility, (ii) there has not failed to provide advance notice of occurred a “mass layoff” (as defined in the WARN Act) affecting any Facility, (iii) no Seller or Existing Operator has been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar applicable Law and (iv) none of the Existing Employees will have suffered an “employment loss” (as required by defined in the Worker Adjustment WARN Act) during the six (6) month period prior to the Effective Date.
(iv) Other than West Memphis Operator, no Existing Operator is a party to any collective bargaining agreement or other labor contract applicable to any EO Employees.
(v) To each Seller’s and Retraining Notification Existing Operator’s Knowledge, (“WARN”a) Act none of the funds or other assets of any Seller or Existing Operator or any state of their affiliates constitute property of, or local Legal Requirementsare beneficially owned, regarding the termination directly or layoff of employees indirectly, by any person, entity or has incurred any liability or obligation Governmental Authority subject to trade restrictions under such Legal Requirements;
(vi) Seller is in compliance with all U.S. applicable Legal Requirements relating to labor and employmentLaw, including all Legal Requirements relating to employment practices; the hiringInternational Emergency Economic Powers Act, promotion50 U.S.C. §§ 1701 et seq., assignmentThe Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and termination any executive orders or regulations promulgated thereunder with the result that the investment in any Seller or Existing Operator or any 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; their Affiliates, as applicable (whether directly or employee terminations; data privacy and data protection; and
(vii) there are no pending or Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedingsindirectly), against Seller brought is prohibited by or on behalf law (an “Embargoed Person”); (b) no Embargoed Person has any interest of any applicant for employment, nature whatsoever in any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current Existing Operator or former employeeany of their Affiliates, as applicable, with the result that the investment in any Seller, any group Existing Operator or class any of their Affiliates, as applicable (whether directly or indirectly), is prohibited by applicable Law; and (c) none of the foregoingfunds of any Seller, any Existing Operator or any Governmental Bodyof their Affiliates, or alleging violation of as applicable, have been derived from any labor or employment Legal Requirementsunlawful activity with the result that the investment in any Seller, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, Existing Operator or any other discriminatoryof their Affiliates, wrongfulas applicable (whether directly or indirectly), or tortious conduct in connection with the employment relationshipis prohibited by applicable Law.
Appears in 1 contract
Samples: Operations Transfer Agreement (CNL Healthcare Properties, Inc.)
Employee and Labor Matters. (a) Schedule 5.13(a) lists all collective bargaining agreementsThere is not and has not been, works council agreementsany labor strike, labor union contractsdispute, trade union agreementswork stoppage or lockout pending, and other agreements or, to the knowledge of Seller, threatened, against the Company; (each a “Collective Bargaining Agreement”) with any union, works council, or labor organization (each a “Union” and collectively “Unions”b) to which Seller the knowledge of Seller, no union organizational campaign is a party or by which it is bound in progress with respect to the Business.
employees of the Company and no question concerning representation exists respecting such employees; (bc) With respect to the Business, except as Company has not engaged in any unfair labor practice which would not, individually or in the aggregate, reasonably be expected to have result in any material liability to the Company; (d) there is no unfair labor practice charge or complaint against the Company pending, or, to the knowledge of Seller, threatened, before the National Labor Relations Board; (e) there are no pending, or, to the knowledge of Seller, threatened, union grievances against the Company as to which there is a Material Adverse Effect:
reasonable possibility of adverse determination; (if) there are no pending, or, to the knowledge of Seller’s Knowledge, threatened, charges against the Company or any current or former employee of the Company before the Equal Employment Opportunity Commission or any state or local agency responsible for the prevention of unlawful employment practices; (g) neither Seller nor the Company has received notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation of the Company and, to the knowledge of Seller, no such investigation is in progress; and (h) neither Seller nor the Company has taken any action in the past three (3) years, no Union or group period 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, prior to the Closing Date which would constitute a “plant closing” 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,mass layoff” consultant, subcontractor or other contingent worker; and (C) each employee classified as “exempt” from overtime;
(v) within the past three (3) yearsmeaning of the WARN Act or similar state or local law, Seller has not failed to provide advance notice issued any notification of layoffs a plant closing or terminations as mass layoff required by the Worker Adjustment and Retraining Notification (“WARN”) WARN Act or any similar state or local Legal Requirementslaw, regarding the termination or layoff of employees or has incurred any liability or obligation under such Legal Requirements;
(vi) Seller the WARN Act or similar state or local law that remains unsatisfied. The Company is in compliance in all material respects with all applicable Legal Requirements relating to labor foreign, federal, state and local laws, rules and regulations respecting employment, including all Legal Requirements relating to employment practices; the hiring, promotionterms and conditions of employment, assignmentworker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and termination of employees; discrimination; equal employment opportunities; disability; labor relations; wages and hours; hours of work, and in each case, with respect to any current or former employee, consultant, independent contractor or director of the Company (the “Employees”): (i) has withheld and reported in all material respects all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees; payment (ii) is not liable in any material respect for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing; immigration; workers’ compensation; employee benefits; working conditions; occupational safety and health; family and medical leave; (iii) is not liable in any material respect for any payment to any trust or employee terminations; data privacy and data protection; and
(vii) there are no pending other fund governed by or Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought maintained by or on behalf of any applicant governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employmentemployees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no actions, any current suits, claims or former employeeadministrative matters pending or, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” to the knowledge of Seller, threatened or reasonably anticipated against the Company or any group of its Employees relating to any Employee. There are no pending or, to the knowledge of Seller, threatened or class reasonably anticipated claims or actions against Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The Company is not party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. The services provided by each of the foregoingCompany’s current employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate (other than payment of accrued wages, including accrued vacation, and vested benefits under the Company Benefit Plans). The Company has no material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer, or (c) any Governmental Body, in each case in connection with his employee currently or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipformerly classified as exempt from overtime wages.
Appears in 1 contract
Employee and Labor Matters. (a) Schedule 5.13(a) lists all collective bargaining agreements, works council agreements, labor union contracts, trade union agreementsThe Company has provided a list of each Employee and independent contractor providing services to the Company or its Subsidiaries as of the date of this Agreement, 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 aggregatecase of each such Employee and independent contractor, reasonably be expected to have a Material Adverse Effect:
(i) to Seller’s Knowledgethe following information, in the past three (3) yearsas applicable, 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;
: (i) title or position; (ii) date of hire or commencement of services; (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;
location; (iv) Seller is in compliance with all Legal Requirements, including whether full-time or part-time and whether exempt or non-exempt under the Fair Labor Standards Act, relating to (A) the legal eligibility to work for all employees; (Bv) proper classification whether covered by the terms of each “a collective bargaining or similar agreement or an employment or independent contractor,” consultantcontractor agreement; (vi) whether absent from active employment and if so, subcontractor or other contingent workerthe date such absence commenced and the anticipated date of return to active employment; and (Cvii) each employee annual salary, hourly rate or fee arrangement, and if applicable, bonus target or other incentive compensation.
(b) None of the Employees are represented by a union or other labor organization or group that was either voluntarily recognized or certified by any labor relations board or other Governmental Authority, and no union organizational campaign is pending or, to the Company’s Knowledge, threatened with respect to any of the Employees. There is no pending or, to the Company’s Knowledge, threatened labor strike, slowdown, work stoppage, or labor arbitration Proceeding against the Company or any of its Subsidiaries with respect to any Employee and there have been no such actions since January 1, 2017.
(c) The Company and its Subsidiaries are, and since January 1, 2017 have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices or terms and conditions of employment, including but not limited to, worker classification, wages, hours of work, discrimination, collective bargaining, immigration, workers’ compensation, unemployment compensation, withholding, and occupational safety and health. All independent contractors and consultants providing personal services to the Company or its Subsidiaries have been properly classified as “exempt” from overtime;independent contractors for purposes of all Laws, including Laws with respect to employee benefits, and all Employees have been properly classified under the Fair Labor Standards Act and similar state Laws. The Company and its Subsidiaries (i) have withheld and reported all amounts required by Law or by Contract to be withheld and reported with respect to wages, salaries, and other payments to current and former employees, consultants, and independent contractors, (ii) is not presently liable for any arrearage of wages or Taxes or any interest, fine, or penalty for failure to comply with any of the foregoing, and (iii) is not presently liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security, or other benefits or obligations for current or former employees.
(vd) There is no pending employment-related Proceeding against the Company or any of its Subsidiaries or, to the Company’s Knowledge, any threatened charge or claim by or before the Equal Employment Opportunity Commission or any state or local Governmental Authority.
(e) The Company and its Subsidiaries have not taken and currently have no plans to take any action with respect to the transactions contemplated by this Agreement that could constitute a “mass layoff” or “plant closing” within the past three (3) years, Seller has not failed to provide advance notice meaning of layoffs or terminations as required by the Worker Adjustment and Retraining Notification (“WARN”) Act or could otherwise trigger any notice requirement or Liability under any state or local Legal Requirements, regarding the termination or layoff of employees or has incurred any liability or obligation under such Legal Requirements;plant closing notice Law.
(vif) Seller No executive officer or other key Employee is in compliance with all applicable Legal Requirements relating subject to labor and any non-compete, non-solicitation, non-disclosure, confidentiality, employment, including all Legal Requirements consulting or similar agreement relating to employment practices; to, affecting or in conflict with 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; present or employee terminations; data privacy and data protection; and
(vii) there are no pending or Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class proposed business activities of the foregoingCompany or its Subsidiaries and, to the Company’s Knowledge, no executive officer or any Governmental Body, in each case in connection with other key Employee has taken steps or is otherwise planning to terminate his or her affiliation withemployment with the Company or any of its Subsidiaries for any reason (or no reason), or including the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class consummation of the foregoingtransactions contemplated by this Agreement.
(g) The Company has investigated or reviewed and has taken appropriate corrective action where necessary regarding all sexual harassment or other unlawful harassment, employment discrimination or any Governmental Body, retaliation allegations (that were reported in writing or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection accordance with the employment relationshipCompany’s anti-harassment and anti-retaliation procedures, copies of which have been provided to Live Oak) of which it had Knowledge since January 1, 2017.
(h) A Form I-9 has been completed and retained with respect to each current Employee and, where required by law, former Employees.
Appears in 1 contract
Employee and Labor Matters. (a) Schedule 5.13(aExcept as set forth on Section 4.12(a) lists all of the Seller Disclosure Schedule: (i) since January 11, 2011, there has never been, nor has there been any threat of, any labor strike, slowdown, work stoppage lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting Seller or any employees employed at the Xxxxx Xxxxx Facility; and (ii) none of Seller or any Selling Affiliate is a party to, bound by or negotiating any collective bargaining agreementsagreements or any labor union contracts with a union, 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 collectively, “Union” and collectively “Unions”) relating to which the operation of the Xxxxx Xxxxx Facility, and there is not any Union representing or purporting to represent any employee of Seller or any Selling Affiliate employed at the Xxxxx Xxxxx Facility and, to the knowledge of Seller, no union organizational campaign is a party or by which it is bound in progress with respect to the Businessemployees of Seller or a Selling Affiliate employed at the Xxxxx Xxxxx Facility; (iii) to the knowledge of Seller there are no Actions against Seller or any Selling Affiliate pending, or to the knowledge of Seller, threatened to be brought or filed, by or with any Governmental Entity, court or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor at the Xxxxx Xxxxx Facility, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wages and hours or any other employment related matter arising under Applicable Laws; and (iv) Seller has not received written notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation of the Xxxxx Xxxxx Facility and, to the knowledge of Seller, no such investigation is in progress.
(b) With respect To the knowledge of Seller and to the Businessextent not reasonably likely to result in material liability to Purchaser, except each of Seller and any Selling Affiliate is and has been in compliance with all Applicable Laws pertaining to employment and employment practices to the extent they relate to employees at the Xxxxx Xxxxx Facility, including all Applicable Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance.
(c) Seller has made available a true and correct list of all employees and independent contractors and consultants, receiving a Form 1099 from Seller or a Selling Affiliate, working at the Xxxxx Xxxxx Facility as would notof the date hereof including any employee who is on a leave of absence of any nature, individually paid or in unpaid, authorized or unauthorized, and sets forth for each such individual the aggregate, reasonably be expected to have a Material Adverse Effect:
following: (i) to Seller’s Knowledge, in the past three name and title or position (3) years, no Union including whether full 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;
part time); (ii) hire date; (iii) current annual base compensation rate; (iv) commission, bonus or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. other incentive-based compensation, including equity compensation; and (v) a description of the fringe benefits (other than fringe benefits offered under a Benefit Plan) provided to each such individual as of the date hereof. Section 4.12(c) of the Seller Disclosure Schedule contains a true and correct list of all third party vendors providing independent contractors and consultants including the rate at which each vendor is paid.
(d) Seller has complied with the WARN Act, and it has no Collective Bargaining Agreement is being negotiated plans to undertake any action prior to the Closing Date that would trigger the WARN Act.
(e) [ * ], except as set forth on Section 4.12(d) of the Seller Disclosure Schedule, there has not been any (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employees, officers, directors, independent contractors or consultants of Seller or a Selling Affiliate employed or engaged at the Xxxxx Xxxxx Facility, other than as provided for in any written agreements or required by Seller;
Applicable Law, (ii) change in the terms of employment for any employee of Seller or a Selling Affiliate employed at the Xxxxx Xxxxx Facility or any termination of any such employees [ * ], or (iii) in action to accelerate the past three (3) years there have been no strikes, lockouts, slowdowns, work stoppages, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins, sick-outs, vesting 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; any compensation or employee terminations; data privacy and data protection; and
(vii) there are no pending or Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant benefit for employment, any current or former employee, representativeofficer, agentsdirector, consultantconsultant or independent contractor of Seller or a Selling Affiliate employed or engaged at the Xxxxx Xxxxx Facility; (iv) adoption, independent contractormodification or termination of any: (A) employment, subcontractorseverance, retention or leased employee, volunteer, or “temp” of Seller, or other agreement with any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group officer, director, independent contractor or class consultant of Seller or a Selling Affiliate employed or engaged at the foregoingXxxxx Xxxxx Facility, (B) Benefit Plan (other than with respect to changes in Benefit Plans that apply generally to employees of Seller or a Selling Affiliate employed outside the Xxxxx Xxxxx Facility), or any Governmental Body(C) collective bargaining or other agreement with a Union, in each case whether written or alleging violation oral in respect of any labor current employees of Seller or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express a Selling Affiliate employed or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with engaged at the employment relationshipXxxxx Xxxxx Facility.
Appears in 1 contract
Samples: Asset Purchase Agreement (Seattle Genetics Inc /Wa)
Employee and Labor Matters. (a) Schedule 5.13(aSection 3.18(a) lists all collective bargaining agreementsof the Disclosure Memorandum accurately sets forth, 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 each employee of Seller (including any employee of Seller who is on a leave of absence or on layoff status):
(i) the Businessname of such employee and the date as of which such employee was originally hired by Seller;
(ii) such employee’s title (if and to the extent that such employee has a title); and
(iii) such employee’s annualized compensation as of the date of this Agreement, including base pay, bonus, profit share and/or commissions and balances for accrued vacation or other paid leave.
(b) With respect There is no former employee of Seller (including Stockholder) who is receiving or is scheduled to the Businessreceive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits from Seller relating to such former employee’s employment or termination of employment with Seller, except as would notmay be required by Section 4908B of the Code or, individually if applicable, state law.
(c) Except as set forth in Section 3.18(c) of the Disclosure Memorandum, Seller is not a party to or bound by, and has never been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar contract.
(d) Except as set forth in Section 3.18(d) of the aggregateDisclosure Memorandum, reasonably be expected the employment of each of Seller’s employees is terminable by Seller at will. Seller has delivered to have a Material Adverse EffectBuyer or its counsel accurate and complete copies of all employee manuals and handbooks, employment policy statements and other materials relating to the employment of the current employees of Seller.
(e) To the Knowledge of Seller:
(i) no employee has notified Seller of his or her intent to terminate his or her employment with Seller;
(ii) no employee of Seller has received an offer to join a business that likely would be competitive with Seller’s business;
(iii) no employee of Seller is or has been subject to any order or proceeding that relates to Seller’s business or to any of the assets owned by Seller; and
(iv) no employee of Seller is a party to or is bound by any confidentiality agreement, noncompetition agreement or other contract (with any Person) that likely would have a material adverse effect on (A) the performance by such employee of any of his duties or responsibilities as an employee of Seller or (B) Seller’s business or operations.
(f) Seller is not engaged, and has never been engaged, in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting Seller or any of its employees. There is not now pending, and to Seller’s Knowledge, in the past three (3) yearsno Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To Seller’s Knowledge, no Union event has occurred, and no condition or group circumstance exists, that likely would directly or indirectly give rise to or provide a basis for the commencement of employees any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute.
(g) No present or former employee of Seller has sought to organize made any employees claim against Seller on account of or for purposes of collective bargaining(i) unaccrued overtime pay, made a demand other than overtime pay for recognition or certificationthe current payroll period, sought to bargain collectively with Seller, or filed a petition for recognition with any Governmental Body;
(ii) as of unaccrued wages or salaries (excluding wages or salaries for the date hereofcurrent payroll period), no Collective Bargaining Agreement is being negotiated by Seller;
(iii) unaccrued vacations, time-off or pay in lieu of vacation or time off, other than vacation or time-off (or pay in lieu thereof) earned in respect of the current fiscal year, or severance pay, or (iv) any violation of any law or regulation relating to minimum wages or maximum hours of work.
(h) No person or party (including, but not limited to, any governmental entity) has made any claim, and, to the Knowledge of Seller, there is no basis or grounds for any claim, against Seller arising out of any law or regulation relating to discrimination against employees or any other employment practices, including retirement or labor relations, sexual harassment, equal employment opportunity or occupational, safety and/or health standards.
(i) Seller has complied with all laws and regulations prohibiting the employment of individuals who are not authorized to work 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 United States. Seller has completed and retained a Form I-9 with respect to each of its employees, and each of Seller;’s employees is authorized to work in the United States.
(ivj) 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 violated the Worker Adjustment and Retraining Notification Act (the “WARNWARN Act”) Act or any similar state or local Legal Requirements, regarding legal requirement. During the termination or layoff ninety (90) days prior to the date 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining this Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipSeller has terminated one employee.
Appears in 1 contract
Employee and Labor Matters. (a) Schedule 5.13(a) lists all collective bargaining agreementsTo the knowledge of Seller, works council agreements, labor union contracts, trade union agreementsthere is currently no pending, and during the past three (3) years has not been, any threatened labor strike, work stoppage, walk-out, slowdown, picketing, lockout or material labor dispute, disruption or shortage involving any employee or independent contractors of the Company or any Company Subsidiary or any of their service providers, suppliers or other agreements business relations;
(each a “Collective Bargaining Agreement”b) with neither the Company nor any union, works council, or labor organization (each a “Union” and collectively “Unions”) to which Seller Company Subsidiary is a party to or bound by which it any collective bargaining agreement, memoranda of understanding, side letter agreements or other Contract with any labor organization; (c) to the knowledge of Seller, neither the Company nor any Company Subsidiary has received notice during the past three (3) years that any petition for election has been filed, there is bound no representation petition pending with the National Labor Relations Board and there is no union organizational campaign in progress with respect to the Business.
(b) With employees of the Company or any Company Subsidiary and no petition for such representation is pending with respect to such employees; (d) there is no unfair labor practice charge or complaint against the BusinessCompany or the Company Subsidiaries pending, except or, to the knowledge of Seller, threatened, before the National Labor Relations Board; (e) there are no pending, or, to the knowledge of Seller, threatened, union grievances against the Company or any Company Subsidiaries as would notto which there is a reasonable possibility of adverse determination and that, if so determined, individually or in the aggregate, would be reasonably be expected likely to have a Material Adverse Effect:
material adverse impact on how the Company operates its business or, material adverse impact on the Company’s financial performance; (if) there are no pending, or, to the knowledge of Seller’s Knowledge, in threatened, material charges against the Company or any Company Subsidiaries or any of their respective current or former employees before the Equal Employment Opportunity Commission or any state or local agency responsible for the prevention of unlawful employment practices as to which there is a reasonable possibility of adverse determination; (g) during the past three (3) years, no Union neither Seller nor the Company has received written notice of the intent of any Governmental Entity responsible for the enforcement of labor or group employment laws to conduct an investigation of employees the Company or any Company Subsidiary and, to the knowledge 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 such investigation is in compliance with all Legal Requirements, including under the Fair Labor Standards Act, relating to (A) the legal eligibility to work for all employeesprogress; (Bh) proper classification of each “independent contractor,” consultant, subcontractor or other contingent worker; and (C) each employee classified as “exempt” from overtime;
(v) within during the past three (3) years, Seller has not failed the Company and the Company Subsidiaries have been operating in material compliance with all Applicable Law relating to provide advance notice employment, employment standards, employment of layoffs minors, employment discrimination, health and safety, labor relations, withholding, wages and hours, workplace safety and insurance and/or pay equity; (i) the Company and the Company Subsidiaries have each filed all material reports, information and notices required under any Applicable Law regarding the hiring, hours, wages, occupational safety and health, employment, promotion, termination or terminations as benefits of all employees, and will timely file prior to the Closing all such reports, information and notices required by any Applicable Law to be given prior to the Closing; (j) to the knowledge of Seller, each individual that renders services to the Company and the Company Subsidiaries who is classified as (i) an independent contractor or other non-employee status, (ii) an exempt or non-exempt employee, or (iii) intern is properly so classified for all purposes, including taxation and Tax reporting, Fair Labor Standards Act purposes, and Applicable Law governing the payment of wages; (k) the Company and the Company Subsidiaries have during the past three (3) years each paid or properly accrued all wages and compensation due to all employees, including all overtime pay, vacations or vacation pay, holidays or holiday pay, sick days or sick pay, and bonuses; (l) the Company and the Company Subsidiaries have each properly maintained records for all employees and personnel records in material compliance with Applicable Law; (m) no employees are in receipt of workers compensation benefits, there are no outstanding penalties pursuant to worker’s compensation statutes, or charges regarding same, and there no pending government agency charges, complaints, or claims, no knowledge of potential claims, and no actions taken that would give rise to a claim; (n) the Company and the Company Subsidiaries have each complied during the past three (3) years in all respects with the requirements of the Immigration Reform and Control Act of 1986 and Section 274(A) of the Immigration and Nationality Act with respect to all employees, and all employees who are performing services for the Company and the Company Subsidiaries in the United States are legally able to work in the United States; and (o) the Company and the Company Subsidiaries have each complied during the past three (3) years in all respects with the Worker Adjustment and Retraining Notification (“WARN”) Act or of 1988 and any similar state or local Legal Requirements, regarding the termination or layoff other Applicable Law provisions for which Buyer could be liable. Seller has provided to Buyer a written list of all 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoingCompany and the Company Subsidiaries as of March 23, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationship2016.
Appears in 1 contract
Employee and Labor Matters. (a) Schedule 5.13(aTo the Knowledge of Sellers, no Business Employee or Additional Employee (i) lists all collective bargaining agreements, works council agreements, labor union contracts, trade union agreements, and other agreements (each a “Collective Bargaining Agreement”) has any present intention to terminate his or her employment with any union, works councilthe Business within 12 months of the Closing Date, or labor organization (each a “Union” and collectively “Unions”ii) to which Seller is a party to any confidentiality, non-competition, proprietary rights or by which it other such agreement with any other Person besides CellStar or any of its Subsidiaries, as applicable.
(b) Except as disclosed on Schedule 3.27(b) annexed hereto, none of Sellers is bound party to any collective bargaining agreement with respect to the Business or any Business Employee or Additional Employee; (ii) no union organizing efforts are underway or, to the Knowledge of Sellers, threatened, and no other question concerning labor representation exists with respect to the Business or any Business Employee or Additional Employee; and (iii) no labor dispute has occurred in the past three years, and no labor dispute is underway or, to the Knowledge of Sellers, threatened, in each case with respect to the Business. No Seller has any liabilities under the WARN Act.
(bc) With respect To the Knowledge of Sellers, each leasing company and other service provider which leases contract and other personnel to the BusinessAsset Selling Entities has performed all of the obligations imposed upon such company under the contracts and agreements with such company, except as would notincluding obligations for the calculation and payment of Tax Liabilities, individually or including in respect of Federal Insurance Contributions Act, Federal Withholding Tax, State Withholding Tax, Federal Unemployment Tax Act and State Unemployment Tax Act Liabilities, and the aggregatefiling of Tax Returns required to be filed.
(d) To the Knowledge of Sellers, reasonably be expected to have a Material Adverse Effect:
Schedule 3.27(d) annexed hereto sets forth (i) to Seller’s Knowledgeall former employees and their qualified beneficiaries who have elected COBRA coverage on or before the date hereof, 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) all former employees and their qualified beneficiaries who have time remaining during their respective election periods and who may elect to receive COBRA coverage after the date hereof, (iii) all former employees and their qualified beneficiaries who, as of the date hereof, no Collective Bargaining Agreement is being negotiated by Seller;
(iii) in are required to receive COBRA notices and election forms but who have not received such notices and election forms as of the past three (3) years there have been no strikesdate hereof, 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 Requirementsformer contract and other personnel and former personnel who have elected COBRA coverage on or before the date hereof, 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 all former contract and other personnel and former personnel who have time remaining during their respective election periods and who may elect to receive COBRA coverage after the past three (3) yearsdate hereof, 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 all former contract and other personnel and former personnel who, as of the date hereof, are required to receive COBRA notices and election forms but who have not received such notices and election forms as of the date hereof; Schedule 3.27(d) shall be updated at Closing with information 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class respect of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or references to the performance of his or her duties to, Seller, any person alleging “the date hereof” to be a current or former employee, any group or class of updated through “the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipClosing Date”.
Appears in 1 contract
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 Except to the Business.
(b) With respect to extent that the Business, except as would not, individually or in breach of any of the aggregate, following representations could not reasonably be expected to have a Material Adverse Effect:Effect on the Acquired Companies, taken as a whole.
(ia) to Seller’s Knowledge, in To the past three (3) yearsknowledge of the Seller or any of the Acquired Companies, no Union officer, executive or group of employees of any Acquired Company has or have any plans to terminate his, her or their employment with such Acquired Company.
(b) Except as set forth in the Disclosure Schedule, there have not been any material labor problems and/or work stoppages involving any Acquired Company or its respective predecessors or any application filed by a union or employee thereof with the National Labor Relations Board.
(c) There are no (i) unfair labor practice charges or complaints pending or, to the knowledge of the Seller has sought to organize or any employees for purposes of collective bargainingthe Acquired Companies, made a demand for recognition or certification, sought to bargain collectively with Seller, or filed a petition for recognition with threatened against any Governmental Body;
Acquired Company; (ii) as labor strikes, disputes, slow downs or stoppages pending or, to the knowledge of the date hereofSeller or any of the Acquired Companies, no Collective Bargaining Agreement is being negotiated by Seller;
threatened against any Acquired Company; (iii) formal employee grievances filed with any Acquired Company or, to the knowledge of the Seller or any of the Acquired Companies, threatened against any Acquired Company; and (iv) to the knowledge of the Seller or any of the Acquired Companies, trade union organizing efforts underway in any facility of any Acquired Company.
(d) No Acquired Company has received a notice or charge asserting any violation of or liability under, the past three federal Occupational Safety and Health Act of 1970 or any other federal, state or foreign acts (3including rules and regulations thereunder) years there regulating or otherwise affecting employee health and safety.
(e) There are no uninsured workers' compensation claims pending or, to the knowledge of the Seller or any of the Acquired Companies, threatened against any Acquired Company. No Acquired Company is or will become liable for any retroactive workers' compensation insurance premiums relating to any period of time prior to the Closing Date in excess of reserves to be set aside for the payment of such premiums on the Interim Financial Statements.
(f) The qualifications of each employee of each Acquired Company for employment under applicable immigration laws 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 reviewed by such Acquired Company and a properly completed Form I-9 is on file with respect to Seller;
(iv) each employee. To the knowledge of the Seller or any of the Acquired Companies, there is no basis for any claim that any Acquired Company is not in compliance with all Legal Requirements, including under the Fair Labor Standards terms of the U.S. Immigration and Nationality Act, relating as amended from time to (A) time, and the legal eligibility to work for all employees; (B) proper classification of each “independent contractor,” consultant, subcontractor or other contingent worker; rules and (C) each employee classified as “exempt” from overtime;regulations promulgated thereunder.
(vg) within Each Acquired Company has paid, or will pay prior to the past three Closing Date, all bonuses earned by directors, officers or employees through the Closing Date.
(3h) yearsNone of the Acquired Companies employs or purchases services from any individual who has been convicted of a criminal offense related to health care, Seller who is listed as debarred, excluded or otherwise ineligible for participation in federal health care programs, or who has not failed to provide advance notice of layoffs or terminations as required been sanctioned by the Worker Adjustment United States Department of Health and Retraining Notification (“WARN”) Act or any state or local Legal Requirements, regarding the termination or layoff Human Services Office 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipInspector General.
Appears in 1 contract
Employee and Labor Matters. (a) Schedule 5.13(a) lists all None of the Postano Employees are covered by a collective bargaining agreements, works council agreements, agreement or represented by a labor union contracts, trade union agreementsor labor organization. There is not any, 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 during the past three (3) years there have has not been no strikesany, lockoutslabor strike, slowdownsdispute, work stoppagesstoppage or lockout pending, boycottsor, handbillingto the knowledge of Seller, picketingthreatened. To the knowledge of Seller, walkouts, demonstrations, leafleting, sit-ins, sick-outs, or other forms of organized labor disruption no union organizational campaign is in progress with respect to the employees of Seller;
(iv) . Seller is not, and has never, engaged in compliance any unfair labor practice. There are not any unfair labor practice charges or complaints against Seller in existence, or, to the knowledge of Seller, threatened, before the National Labor Relations Board. There are not in existence or, to the knowledge of Seller, threatened, any charges in connection with all Legal Requirements, including under the Fair Labor Standards Act, relating to (A) conduct of the legal eligibility to work for all employees; (B) proper classification of each “independent contractor,” consultant, subcontractor Business against the Seller or other contingent worker; and (C) each employee classified as “exempt” from overtime;
(v) within any current or former Postano Employees before 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 Equal Employment Opportunity Commission or any state or local Legal Requirementsagency responsible for the prevention of unlawful employment practices. Seller has not received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Applicable Laws to conduct an investigation of the Seller and, regarding to the termination or layoff knowledge of employees or has incurred any liability or obligation under Seller, no such Legal Requirements;investigation is in progress.
(vib) Section 4.17(b)(i) of the Seller Disclosure Schedule sets forth (x) the names, titles and hire dates of, current annual compensation, and annual bonuses and any bonuses paid or payable for services rendered during 2015 for, the paid time off accrual amounts of, and commission and bonus accrual of, each Postano Employee and whether the employee is currently on an active or inactive status (including, leave of absence of any nature, paid or unpaid, authorized or unauthorized, including disability, family, maternity, parental or other leave, sick leave), and (y) the name of each individual who currently provides, or who has within the prior twelve (12)-month period provided, services to Seller as an independent contractor with respect to the Business. Section 4.17(b)(ii) of the Seller Disclosure Schedule sets forth, as of the day before the date of this Agreement, Seller’s obligations or commitments relating to any Service Provider for services performed, benefits accrued or claims accrued or incurred prior to the Closing (including under any Benefit Arrangement, unused paid time off and any bonus payable as a result of the transactions contemplated hereby). Seller has delivered to Purchaser a true, correct and complete copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or individual service provider of the Business and all current written employee manuals and handbooks, written employment policy statements, material employment practices, and internal regulations applicable to the Postano Employees.
(c) Except as set forth in Section 4.17(c) of the Seller Disclosure schedule, the employment of each Postano Employee is terminable by Seller at will, and Seller has no obligation to provide any particular form or period of notice prior to terminating the employment of such employees. To the knowledge of Seller, no Postano Employee has any plans to terminate employment with Seller. All employees engaged in the Business are employed by Seller. With respect to current and former employees and other individual service providers of the Business (each a “Service Provider” which for the avoidance of doubt, includes current and former Postano Employees): (i) Seller is and has been for the last three (3) years in compliance in all material respects with all applicable Legal Requirements relating to labor Applicable Laws respecting employment and employment, including all Legal Requirements relating to employment practices; the hiring, promotion, assignment, terms and termination conditions of employees; discrimination; equal employment opportunities; disability; labor relations; and wages and hours; hours of work; payment of wages; immigration; , including any Applicable Laws respecting minimum wage and overtime payments, employment discrimination, workers’ compensation; employee benefits; working conditions; occupational safety and health; , family and medical leave, immigration, and occupational safety and health requirements; (ii) each Service Provider classified by Seller as an independent contractor satisfies and has satisfied the requirements of any Applicable Law to be so classified, and Seller has in all material respects with all Applicable Laws fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 (and the foreign equivalent thereof) when required to do so; (iii) Seller is not delinquent to, or employee terminations; data privacy and data protection; and
(vii) there are no pending or Threatened lawsuitshas failed to pay when due, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings any Service Provider for any wages (including without limitation any administrative investigationsovertime, chargesmeal breaks or waiting time penalties), claimssalaries, actionscommissions, accrued and unused vacation, or proceedings)on-call payments or equal pay to which they would be entitled under Applicable Law, against if any, bonuses, benefits or other compensation for any services performed by them or amounts required to be reimbursed or damages or interest paid to such individuals; and (iv) Seller brought has no liability for any payment to any trust or other fund governed by or maintained by or on behalf of any applicant Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” Service Providers (other than routine payments to be made in the normal course of business and consistent with past practice).
(d) To the knowledge of Seller, no Postano Employee is a party to or bound by any group Contract, or class subject to any Judgment that is reasonably likely to interfere with the use of such Person’s best efforts to promote the interests of the foregoing, Business or any Governmental Body, in each case in connection is reasonably likely to conflict with his or her affiliation with, the Business or the performance transactions contemplated hereby. To the knowledge of his or her duties to, Seller, no activity of any person alleging to be Postano Employee as or while an Postano Employee has caused a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor employment contract, confidentiality agreement patent disclosure agreement or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipContract to which such employee was a party.
Appears in 1 contract
Employee and Labor Matters. (a) Schedule 5.13(a) lists The Company has made available to Buyer a true, correct and complete in all collective bargaining agreements, works council agreements, labor union contracts, trade union agreements, and other agreements (material respects list of each a “Collective Bargaining Agreement”) with employee of 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 Company Entities as of the Businessdate of such list.
(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, No Company Entity has in the past three four (34) years entered into or is or has in the past four (4) years been otherwise subject to or bound by any collective bargaining agreement or other labor-related agreement or bargaining relationship with any Union and, to the Knowledge of the Company, no union organization campaign is in progress or has occurred in the past four (4) years with respect to any employees of any Company Entity.
(c) There is, and in the past four (4) years there has been, no labor strike, material labor dispute, or work stoppage or lockout pending or, to the Knowledge of the Company, threatened against or affecting any Company Entity and there is, and in the past four (4) years there has been, no material unfair labor practice, charge, arbitration or complaint pending or, to the Knowledge of the Company, threatened against any Company Entity.
(d) Each Company Entity is, and in the past four (4) years has been, in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices and terms and conditions of employment, including without limitation Laws regarding wages and hours, compensation, benefits, pay equity, harassment, retaliation, whistleblowing, the use of independent contractors, immigration and work authorization (including with respect to Forms I-9), labor relations, and collective bargaining.
(e) Except as could not result in material liability for the Company Entities, taken as a whole, each Company Entity has fully and timely paid all wages (including overtime wages), salaries, wage premiums, commissions, bonuses, expense reimbursements, severance and other compensation that has come due and payable to its current and former employees and other service providers under applicable Law, contract, or Company Entity policy. In the past four (4) years, no Union Company Entity has implemented any employee layoffs without complying with the Worker Adjustment and Retraining Notification Act of 1988, as amended, or group any similar Laws (“WARN Act”).
(f) Except as set forth in Schedule 3.11(f), there are no pending or, to the Knowledge of the Company, threatened or asserted claims, charges, lawsuits or investigations by or relating to any current or former employee, independent contractor or other agent of any Company Entity relating to any employment or labor-related matter, including charges or investigations currently pending with the U.S. Equal Employment Opportunity Commission (EEOC), the U.S. Department of Labor (DOL), OSHA, or any other Governmental Entity.
(g) Except as set forth in Schedule 3.11(g), all employees of Seller has sought the Company Entities who are located in the U.S. are employed on an “at-will” basis, and no such employee is entitled to organize any employees for purposes notice or payment of collective bargaining, made a demand for recognition severance pursuant to an individual employment agreement or certification, sought to bargain collectively with Seller, or filed a petition for recognition other Contract with any Governmental Body;Company Entity.
(iih) No senior executive or officer of any Company Entity with an annual total cash compensation of $150,000 or more (i) has provided formal notice to any Company Entity of his or her intent to terminate his or her employment with such Company Entity as of the date hereof, and to the Knowledge of the Company, no Collective Bargaining Agreement officer of any Company Entity intends to terminate his or her employment with such Company Entity or (ii) is being negotiated by Seller;employed under a (nonimmigrant) work visa or similar authorization that is limited in duration.
(iiii) Except as set forth on Schedule 3.11(i), the Company Entities have in all material respects completed and retained a Form I-9 with respect to each of its current and past employees employed within the past four (4) years in accordance with applicable Law. Within the past four (4) years, the Company Entities have not been the subject of an audit or a proceeding from the United States Department of Homeland Security, including Immigration and Customs Enforcement, (or any predecessor thereto, including the United States Customs Service or the Immigration and Naturalization Service) or any other immigration-related enforcement proceeding.
(j) Except as set forth on Schedule 3.11(j), to the Knowledge of the Company, no allegations of sexual harassment, sexual misconduct or hostile work environment have been made against any current or former officer, or director of any Company Entity. No Company Entity has in the past three four (34) years there have been no strikesnegotiated or entered into any settlement agreement, lockouts, slowdowns, work stoppages, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins, sick-outsconducted any investigation, or other forms made any payment related to allegations of organized labor disruption with respect to Seller;
(iv) Seller is in compliance with all Legal Requirementssexual harassment, 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings sexual misconduct (including without limitation any administrative investigationsinappropriate relationship, chargesfor example with a subordinate, claims, actionseven if consensual), or proceedings), against Seller brought hostile work environment by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractordirector, officer or leased employee, volunteer, or “temp” other representative of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipsuch Company Entity.
Appears in 1 contract
Employee and Labor Matters. (ai) 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 Except as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the OTA Assets and the operations of the Facilities:
(ia) to Seller’s Knowledgethere is no, 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 and during the past three (3) years there have has not been no strikesany, lockoutslabor strike, slowdownsdispute, work stoppagesstoppage or lockout pending, boycottsor, handbillingto each Seller’s and Existing Operator’s Knowledge, picketingthreatened, walkoutsagainst or affecting the operation of the Facilities; (b) to each Seller’s and Existing Operator’s Knowledge, demonstrations, leafleting, sit-ins, sick-outs, or other forms of organized labor disruption no union organizational campaign is in progress with respect to Seller;
(iv) Seller is in compliance with all Legal Requirementsthe EO Employees, including under the Fair Labor Standards ActPCS Employees and/or PBS Employees and no question concerning representation of such EO Employees, relating to (A) the legal eligibility to work for all employeesPCS Employees and/or PBS Employees exists; (Bc) proper classification no Seller or Existing Operator is engaged in any unfair labor practice in connection with the operation of the Facilities; (d) there are no unfair labor practice charges or complaints pending, or, to each “independent contractor,” consultantSeller’s and Existing Operator’s Knowledge, subcontractor threatened, before the National Labor Relations Board or other contingent workerany state or local labor relations board in connection with the operation of the Facilities; (e) there are no pending, or, to each Seller’s and Existing Operator’s Knowledge, threatened, union grievances in connection with the operation of the Facilities; (f) there are no pending, or, to each Seller’s and Existing Operator’s Knowledge, threatened, charges in connection with the operation of the Facilities against any Seller or Existing Operator or any current or former employee of the Facility before the Equal Employment Opportunity Commission or any state or local agency responsible for the prevention of unlawful employment practices (except for the EEOC charge Mine Creek Healthcare Center as previously disclosed to New Operators); and (Cg) each employee classified as “exempt” from overtime;
(v) within no Seller or Existing Operator has received written notice during the past three (3) yearsyears of the intent of any Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation of or affecting the operation of the Facilities and, to each Seller’s and Existing Operator’s Knowledge, no such investigation is in progress.
(ii) No Existing Employee is, to each Seller’s and Existing Operator’s Knowledge, a party to or bound by any contract, or subject to any judgment that may interfere with the use of such Existing Employee’s best efforts to promote the interests of the Facilities, may conflict with the operation of the Facilities, this OTA Agreement, the OTA Sale Transaction or the APA Sale Transaction or that has had or could reasonably be expected to have a material adverse effect on the OTA Assets and the operations of the Facilities. To each Seller’s and Existing Operator’s Knowledge, no activity of any employee at a Facility as or while an employee of such Facility has caused a violation of any employment contract, confidentiality agreement, patent disclosure agreement or other contract to which such employee was a party. To each Seller’s and Existing Operator’s Knowledge, neither the execution and delivery of this OTA Agreement, the consummation of the OTA Sale Transaction or the APA Sale Transaction, nor the conduct of the operation of the Facilities by the Existing Employees, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, under which any such Existing Employee is now obligated.
(iii) Except as would not reasonably be expected to have a material adverse effect on the OTA Assets and the operations of the Facilities, since the enactment of the WARN Act, to each Seller’s and Existing Operator’s Knowledge, (i) no Seller or Existing Operator has effectuated a “plant closing” (as defined in the WARN Act) affecting any Facility, (ii) there has not failed to provide advance notice of occurred a “mass layoff” (as defined in the WARN Act) affecting any Facility, (iii) no Seller or Existing Operator has been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar applicable Law and (iv) none of the Existing Employees will have suffered an “employment loss” (as required by defined in the Worker Adjustment WARN Act) during the six (6) month period prior to the Effective Date.
(iv) Other than West Memphis Operator, no Existing Operator is a party to any collective bargaining agreement or other labor contract applicable to any EO Employees.
(v) To each Seller’s and Retraining Notification Existing Operator’s Knowledge, (“WARN”a) Act none of the funds or other assets of any Seller or Existing Operator or any state of their affiliates constitute property of, or local Legal Requirementsare beneficially owned, regarding the termination directly or layoff of employees indirectly, by any person, entity or has incurred any liability or obligation Governmental Authority subject to trade restrictions under such Legal Requirements;
(vi) Seller is in compliance with all U.S. applicable Legal Requirements relating to labor and employmentLaw, including all Legal Requirements relating to employment practices; the hiringInternational Emergency Economic Powers Act, promotion50 U.S.C. §§ 1701 et seq., assignmentThe Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and termination any executive orders or regulations promulgated thereunder with the result that the investment in any Seller or Existing Operator or any 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; their Affiliates, as applicable (whether directly or employee terminations; data privacy and data protection; and
(vii) there are no pending or Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedingsindirectly), against Seller brought is prohibited by or on behalf law (an “Embargoed Person”); (b) no Embargoed Person has any interest of any applicant for employment, nature whatsoever in any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current Existing Operator or former employeeany of their Affiliates, as applicable, with the result that the investment in any Seller, any group Existing Operator or class any of their Affiliates, as applicable (whether directly or indirectly), is prohibited by applicable Law; and (c) none of the foregoingfunds of any Seller, any Existing Operator or any Governmental Bodyof their Affiliates, or alleging violation of as applicable, have been derived from any labor or employment Legal Requirementsunlawful activity with the result that the investment in any Seller, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, Existing Operator or any other discriminatoryof their Affiliates, wrongfulas applicable (whether directly or indirectly), or tortious conduct in connection with the employment relationshipis prohibited by applicable Law.
Appears in 1 contract
Samples: Operations Transfer Agreement
Employee and Labor Matters. (a) Part 2.19(a) of the Disclosure Schedule 5.13(a) lists all collective bargaining agreementsaccurately sets forth, 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 each Seller Group Employee (including any Seller Group Employee who is on a leave of absence or on layoff status):
(i) the Businessname of such employee and the date as of which such employee was originally hired by the Seller Group;
(ii) such employee’s title;
(iii) such employee’s current compensation as of the date of this Agreement.
(b) With respect The employment of each of the Seller Group’s employees is terminable by the Seller Group at will. The Seller Group has delivered to the BusinessBuyer Group accurate and complete copies of all employee manuals and handbooks, except as would notdisclosure materials, individually or in policy statements and other materials relating to the aggregate, reasonably be expected to have a Material Adverse Effectemployment of the current and former employees of the Seller Group.
(c) Part 2.19(c) of the Disclosure Schedule accurately sets forth:
(i) with respect to Seller’s Knowledgeeach Designated Subject Seller Group Employee, the total severance payment offered by the Seller Group to such Designated Subject Seller Group Employee in connection with the past three termination of his or her employment with the Seller Group in connection with the Closing; and
(3ii) yearsthe aggregate amount of all other severance payments to be offered by the Seller Group to all Seller Group Employees (other than the Designated Subject Seller Group Employees) in connection with the termination of their employment with the Seller Group in connection with the Closing (which amount is not less than the amount reserved therefor on the Financial Statements as of the Balance Sheet Date).
(d) To the actual knowledge of the Named Seller Group Executives (as of 5:00 P.M. on November 4, 2005, and without any independent inquiry):
(i) no Union Seller Group Employee has given actual notice of termination of his or group of employees of her employment with the 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 BodyGroup;
(ii) as of no Seller Group Employee has received an offer to join a business that may be competitive with the date hereof, no Collective Bargaining Agreement is being negotiated by Seller;Seller Group’s business; and
(iii) in the past three (3) years there have been no strikesSeller Group Employee is a party to or is bound by any confidentiality agreement, lockouts, slowdowns, work stoppages, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins, sick-outs, noncompetition agreement or other forms Contract (with any Person) that that is reasonably likely to prevent such Seller Group Employee from performing services relating to the business of organized labor disruption the Seller Group as conducted prior to the Closing.
(e) Part 2.19(e) of the Disclosure Schedule accurately sets forth, with respect to Sellereach independent contractor of the Seller Group whose compensation, as described in Section 2.19(c)(iv), received from the Seller Group in 2004, exceeded $15,000 in the aggregate:
(i) the name of such independent contractor;
(ivii) 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 a description of each “such independent contractor,” consultant, subcontractor or other contingent worker; contractor duties 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 protectionresponsibilities; and
(viiiii) there are no pending the current terms of compensation of such independent contractor.
(f) The Seller Group is not a party to or Threatened lawsuitsbound by any employment agreement or any union contract, grievancescollective bargaining agreement or similar Contract.
(g) To the knowledge of the Seller Group, the Seller Group is not engaged in any unfair labor practice chargesof any nature. Since January 1, arbitrations2002, chargesthere has not been any slowdown, investigationswork stoppage, hearingslabor dispute or union organizing activity, or any similar activity or dispute, affecting the Seller Group. There are no actions, claims or proceedings (including without limitation any administrative investigations, chargessuits, claims, actionslabor disputes or grievances pending or, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class to the knowledge of the foregoingSeller Group, threatened relating to any labor, safety or discrimination matters involving any Governmental BodySeller Group Employee, in each case in connection with his including, without limitation, charges of unfair labor practices or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipdiscrimination complaints.
Appears in 1 contract
Employee and Labor Matters. (a) Schedule 5.13(a) lists all Neither IPG nor any of its Subsidiaries is a party to or bound by any material collective bargaining agreementsagreement, agreement with any works council agreementscouncil, or other similar labor union contracts, trade union agreements, and other agreements (each a “Collective Bargaining Agreement”) Contract with any union, employee association, works council, or any other labor organization (each collectively, a “Union” ”); to the Knowledge of IPG, no Union has made a pending demand for recognition or certification as the bargaining unit representative of any employee employed, or individual engaged on an independent contractor basis, by IPG or any of its Subsidiaries (collectively, the “IPG Business Personnel”); to the Knowledge of IPG, there are no representation or certification proceedings or petitions seeking a representation or decertification 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; and collectively “Unions”) to which Seller is a party the Knowledge of IPG, there are no material organizing or decertification activities by which it is bound or with respect to any IPG Business Personnel. Neither IPG nor any of its Subsidiaries has in the Businesspast three (3) years engaged in any unfair labor practice with respect to any IPG Business Personnel, and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation pending or threatened in writing against IPG or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to any present or former IPG Business Personnel which would reasonably be expected to have, individually or in the aggregate, an IPG Material Adverse Effect. There is no labor strike, dispute, lockout, slowdown, stoppage, or other material labor dispute pending or, to the Knowledge of IPG, threatened against or affecting IPG or any of its Subsidiaries.
(b) With Neither IPG 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 Businessexecution of this Agreement or the consummation of the Transactions, in each case, except as would not, individually or in the aggregate, reasonably be expected to (i) prevent or materially delay consummation of the Merger or other Transactions or (ii) have a an IPG Material Adverse Effect:.
(c) IPG and its Subsidiaries are and have since January 1, 2023 been in compliance with all applicable Laws respecting employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, pay equity, child labor, fair labor standards, collective bargaining, immigration and work authorizations, background checks, employment discrimination, retaliation, harassment, notices, privacy, record retention, whistleblowing, 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, termination, family and medical leave and other leaves of absence, sick time, unemployment insurance and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for noncompliance as individually or in the aggregate, has not had and would not reasonably be expected to have, an IPG Material Adverse Effect.
(d) To the Knowledge of IPG, no IPG Business Personnel is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation to IPG or any of its Subsidiaries or to a former employer of any such employee relating (i) to Seller’s Knowledgethe right of any such individual to be employed by or provide services for IPG or its Subsidiaries or (ii) to the confidentiality or use of trade secrets or other confidential or proprietary information.
(e) IPG and its Subsidiaries are not delinquent in payments to any current or former IPG Business Personnel for any services or amounts required to be reimbursed or otherwise paid except as does not have and would not reasonably be expected to have, individually or in the aggregate, an IPG Material Adverse Effect.
(f) In the past three two (32) years, no Union IPG and its Subsidiaries have investigated all material allegations of sexual harassment or group discriminatory harassment of employees of Seller has sought to organize any employees for purposes of collective bargaining, made a demand for recognition which they had 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 Knowledge and have taken all reasonable and necessary corrective actions with respect to Seller;such allegations. No such allegation of sexual or discriminatory harassment would reasonably be expected to result in any material liability to IPG and any of its Subsidiaries (taken as a whole).
(ivg) 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 In the past three two (32) years, Seller has not failed to provide advance notice of layoffs neither IPG nor its Subsidiaries have implemented any “plant closing” or terminations “mass layoff” (in each case, as required by defined under the Worker Adjustment and Retraining Notification (“WARN”) Act of 1988 or any similar applicable 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedingsLaws), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationship.
Appears in 1 contract
Employee and Labor Matters. (a) Schedule 5.13(aSince January 1, 2018 through (and including) 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 the date of this Agreement with respect to the BusinessTransferred Locations, (i) there has not been nor is there pending or, to the Seller’s Knowledge, threatened, any labor strike, walk-out, slowdown, work stoppage or lockout with respect to the Transferred Locations, (ii) the Seller has not received written notice of any unfair labor practice charges against the Seller relating to the Transferred Locations by the National Labor Relations Board or any similar state, local or foreign Governmental Authority, and (iii) the Seller has not received written notice of any pending or in progress and, to the Seller’s Knowledge, there are no threatened, suits, actions or other proceedings in connection with the Transferred Locations before the Equal Employment Opportunity Commission or any similar state, local or foreign Governmental Authority responsible for the prevention of unlawful employment practices.
(b) With The Seller has provided the Purchaser a true, complete and correct list of the following information with respect to the Business, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
each Seller Employee: (i) to Seller’s Knowledgename, 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) title or position held, (iii) date of hire, (iv) total length of employment or service including any prior service credit that would affect the calculation of years of service for any purpose, (v) classification as exempt or non-exempt, (vi) status as full- or part-time, (vii) hourly rate or base salary and commissions, (viii) accrued bonus, if any, as of the date hereof, no Collective Bargaining Agreement is being negotiated by Seller;and (ix) accrued but unused vacation and other paid-time-off entitlements as of the date hereof.
(iiic) in Each current Seller Employee is an “at-will” employee or an independent contractor whose employment or engagement, respectively, may be terminated at any time without advance notice by or Liability to the past three Seller. The Seller has provided the Purchaser with a list of the Seller Employees who (3i) years there have been no strikesare on a paid or unpaid medical, lockoutsdisability, slowdowns, work stoppages, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins, sick-outsfamily or other leave of absence, or other forms of organized labor disruption with respect to Seller;
(ivii) 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 have given written 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current employment or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipengagement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sportsman's Warehouse Holdings, Inc.)
Employee and Labor Matters. (a) Schedule 5.13(a4.18(a) lists all each employee of the Company by job title as of the Effective Date and, with respect to each, sets forth (i) date of hire, (ii) current base salary or wage rate, (iii) annual cash bonus accrued through the Balance Sheet Date, (iv) annual cash bonus paid for 2018, (v) accrued but unused vacation through the Balance Sheet Date and (v) status (active, or on short-term or long-term disability or other leave). LR Finance does not have any employees.
(b) There are no (i) collective bargaining agreements, works council agreements, agreements or other 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”) relating to the Company to which Seller the Company is a party or by which it is bound with respect to bound, (ii) unfair labor practice complaints against the Business.
Company pending before any Governmental Authority, (biii) With respect to ongoing labor strikes affecting the BusinessCompany or (iv) material labor grievances pending against the Company. There are no pending or, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(i) to Seller’s Knowledge, threatened (x) union representation petitions respecting the employees of the Company or (y) efforts being made to organize any of the employees of the Company.
(c) The Company is in compliance in all material respects with all labor and employment Laws applicable to it. The Company has not received any written notice of any actual or alleged material violation, material non-compliance with or material liability pursuant to any labor or employment Laws, other than notices with respect to matters that have been resolved or for which the Company has no further material obligations outstanding.
(d) 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(i) all individuals treated by the Company as independent contractors have been properly classified and have been issued materially accurate 1099 statements, made a demand for recognition or certification, sought to bargain collectively with Seller, or filed a petition for recognition with any Governmental Body;
(ii) all individuals treated by the Company as of exempt from the date hereofFair Labor Standards Act have been properly classified as exempt, 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, sitCompany has instituted mechanisms consistent with applicable Law for recording employee hours and paying overtime pay to all individuals treated by the Company as non-ins, sick-outs, or other forms of organized labor disruption with respect to Seller;
(iv) Seller is in compliance with all Legal Requirements, including exempt under the Fair Labor Standards Act, relating to (Aiv) the legal eligibility Company checks employees at the time of hire to confirm their identity and authorization to work for all employees; (B) proper classification of each “independent contractor,” consultantin the United States and properly completes, subcontractor or other contingent worker; signs, verifies, and (C) each employee classified maintains I-9 Forms as “exempt” from overtime;
required by applicable Law, and (v) within the past three (3) years, Seller Company has not failed to provide advance notice of layoffs had a plant closure or terminations mass layoff as required by those terms are defined in the Worker Adjustment and Retraining Notification (“WARN”) Act or any analogous 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, any person alleging to be a current or former employee, any group or class of the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshiplaw.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (New Jersey Resources Corp)
Employee and Labor Matters. (a) Schedule 5.13(aTo the Knowledge of Sellers, no Business Employee or Additional Employee (i) lists all collective bargaining agreements, works council agreements, labor union contracts, trade union agreements, and other agreements (each a “Collective Bargaining Agreement”) has any present intention to terminate his or her employment with any union, works councilthe Business within 12 months of the Closing Date, or labor organization (each a “Union” and collectively “Unions”ii) to which Seller is a party to any confidentiality, non-competition, proprietary rights or by which it other such agreement with any other Person besides CellStar or any of its Subsidiaries, as applicable.
(b) Except as disclosed on SCHEDULE 3.27(B) annexed hereto, none of Sellers is bound party to any collective bargaining agreement with respect to the Business or any Business Employee or Additional Employee; (ii) no union organizing efforts are underway or, to the Knowledge of Sellers, threatened, and no other question concerning labor representation exists with respect to the Business or any Business Employee or Additional Employee; and (iii) no labor dispute has occurred in the past three years, and no labor dispute is underway or, to the Knowledge of Sellers, threatened, in each case with respect to the Business. No Seller has any liabilities under the WARN Act.
(bc) With respect To the Knowledge of Sellers, each leasing company and other service provider which leases contract and other personnel to the BusinessAsset Selling Entities has performed all of the obligations imposed upon such company under the contracts and agreements with such company, except as would notincluding obligations for the calculation and payment of Tax Liabilities, individually or including in respect of Federal Insurance Contributions Act, Federal Withholding Tax, State Withholding Tax, Federal Unemployment Tax Act and State Unemployment Tax Act Liabilities, and the aggregatefiling of Tax Returns required to be filed.
(d) To the Knowledge of Sellers, reasonably be expected to have a Material Adverse Effect:
SCHEDULE 3.27(D) annexed hereto sets forth (i) to Seller’s Knowledgeall former employees and their qualified beneficiaries who have elected COBRA coverage on or before the date hereof, 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) all former employees and their qualified beneficiaries who have time remaining during their respective election periods and who may elect to receive COBRA coverage after the date hereof, (iii) all former employees and their qualified beneficiaries who, as of the date hereof, no Collective Bargaining Agreement is being negotiated by Seller;
(iii) in are required to receive COBRA notices and election forms but who have not received such notices and election forms as of the past three (3) years there have been no strikesdate hereof, 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 Requirementsformer contract and other personnel and former personnel who have elected COBRA coverage on or before the date hereof, 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 all former contract and other personnel and former personnel who have time remaining during their respective election periods and who may elect to receive COBRA coverage after the past three (3) yearsdate hereof, 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 all former contract and other personnel and former personnel who, as of the date hereof, are required to receive COBRA notices and election forms but who have not received such notices and election forms as of the date hereof; SCHEDULE 3.27(D) shall be updated at Closing with information 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 Threatened lawsuits, grievances, unfair labor practice charges, arbitrations, charges, investigations, hearings, actions, claims or proceedings (including without limitation any administrative investigations, charges, claims, actions, or proceedings), against Seller brought by or on behalf of any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, or any group or class respect of the foregoing, or any Governmental Body, in each case in connection with his or her affiliation with, or references to the performance of his or her duties to, Seller, any person alleging "the date hereof" to be a current or former employee, any group or class of updated through "the foregoing, or any Governmental Body, or alleging violation of any labor or employment Legal Requirements, breach of any Collective Bargaining Agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationshipClosing Date".
Appears in 1 contract
