Employee and Labor Matters. (a) Section 2.20(a) to the Disclosure Schedule contains a complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunder, and to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunder. (b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution period. (c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities. (d) To the Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to the Disclosure Schedule, all amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required. (e) Except as set forth in Section 2.20(e) to the Disclosure Schedule, there is no employment-related Proceeding of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation or breach. (f) Section 2.20(f) to the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRA, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) of the Code) who are in the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA election.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (CEGP Acquisition, LLC), Purchase and Sale Agreement (Central Energy Partners Lp)
Employee and Labor Matters. (a) Section 2.20(a4.16(a) to of the Disclosure Schedule contains a complete true and accurate correct list of all employment contracts, consulting agreements, management agreements, retention, severance or change persons who are employees of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreementsany Company Entity as of the date hereof, including each Person any employee who is on a leave of absence of any nature, paid or layoff status unpaid, authorized or unauthorized, and similar agreements sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) current annual base compensation rate; (iv) commission, bonus or other incentive-based compensation; and (v) a description of the fringe benefits provided to which any Seller Entity is a Party each such individual. All compensation, including wages, commissions and bonuses payable to all employees of the Company Entities for services performed on or prior to the date hereof. All such agreements are , has been paid in full force and effect and each Seller there are no outstanding agreements, understandings or commitments of the Company Entities are in compliance with all respect to any compensation, commissions or bonuses. The consummation of its the transactions contemplated under this Agreement will not cause Purchaser or any Company Entity to incur or suffer any liability relating to, or obligations thereunder and is not in default thereunderto pay, and any severance payments, bonuses, fees, incentives or other payments to any person, including any employees, members, officers, managers, agents, consultants or representatives of the Knowledge of Sellers, the counterparties to such agreements are not in default thereunderCompany Entities.
(b) No Seller The employment of all employees of the Company Entities (including any employees with an employment agreement) are terminable at the will of a Company Entity without any penalty on the part of the Company Entities. To the Knowledge of the Company, no executive, key employee, or significant group of employees has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or to terminate employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution periodCompany.
(c) No employee of any Seller Company Entity has ever been granted the right a party to continued employment or otherwise bound by any Seller Entity collective bargaining agreement, Contract or other agreement or understanding with a labor union or labor organization, nor is any such contract or agreement presently being negotiated. There has not been, nor is there any pending or, to any compensation following termination the Knowledge of employment with the Seller Company, threatened, organizational effort, strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company Entities.
(d) To The Company Entities have complied in all material respects with all applicable federal, state and local Laws relating to employment and employment practices, terms and conditions of employment, the payment of wages for hours worked, discrimination and harassment, family and medical leave, occupational health and safety, and immigration. The Company Entities have not and are not engaged in any unlawful employment practice or unfair labor practice, and there are no Legal Proceedings, complaints, claims, charges or investigations of any unlawful employment practice pending or to the Knowledge of Sellersthe Company threatened, there are no workmen’s compensation against the Company Entities before the Equal Employment Opportunity Commission, the National Labor Relations Board, any state or worker’s compensation claimsfederal Department of Labor, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to the Disclosure Schedule, all amounts required by any statute, insurance policyOccupational Safety and Health Administration, or any other governmental body Governmental Body. No Company Entity has received notice of the intention of any Governmental Body responsible for the enforcement of Laws related to labor, employment, occupational health and safety, workers’ compensation, taxation of employee earnings and/or the classification of employees to conduct an investigation or agreement to be paid into begin an inquiry of or affecting any workmen’s compensation loss Company Entity, and the Sellers have no Knowledge that any investigation or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as requiredinquiry is anticipated.
(e) Except as set forth The workforce of the Company Entities is appropriately and correctly classified and in Section 2.20(e) compliance with all laws governing the classification of employees including, but not limited to the Disclosure ScheduleFair Labor Standards Act, there is no employment-related Proceeding the Internal Revenue Code and any other federal, state or local law governing the payment of any kindwages and/or the retention and submission of monies withheld from wages as required by federal, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation or breachstate and/or local law.
(f) Section 2.20(fWithin the past five (5) years, no Company Entity has implemented any mass layoff, plant closing, or other termination of employees that could implicate the WARN Act or any similar state or local Law. With respect to the Disclosure Schedule sets forth a complete list transactions contemplated by this Agreement, any notice of (i) those individuals currently receiving continuation coverage termination required under a Seller Benefit Plan pursuant to COBRA, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) of the Code) who are in the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA electionLaw has been given.
Appears in 2 contracts
Samples: Equity Interest Purchase Agreement, Equity Interest Purchase Agreement (Cerecor Inc.)
Employee and Labor Matters. (a) Section 2.20(a5.18(a) to of the Disclosure Schedule Letter contains a true and complete listing, as of the date hereof, of each Facility Employee, setting forth for each Facility Employee: his or her position or title; whether classified as exempt or nonexempt for wage and hour purposes; whether paid on a salary, hourly or commission basis and the Facility Employee’s annual base salary, hourly or other rates of compensation; bonus potential; average scheduled hours per week; date of hire; business location; status (i.e., active or inactive and if inactive, the type of leave and estimated duration); any visa or work permit status and the date of expiration, if applicable; and the total amount of bonus, retention, severance and other amounts to be paid to such Facility Employee at the Closing or otherwise in connection with the transactions contemplated hereby.
(b) Section 5.18(b) of the Disclosure Letter also contains a complete and accurate list of all of the Facility Contractors, setting forth for each Facility Contractor: his, her or its role or nature of services provided; fee or compensation arrangements; fees and other compensation accrued and/or paid, whichever is greater, to such Facility Contractor thus far during calendar year 2024; date of engagement; the primary location (e.g., country, U.S. state) from which services are performed; and expected end date.
(i) There is no, and since January 1, 2021, there has not been, any labor strike, picketing of any nature, organizational campaigns, labor dispute, slowdown or any other concerted interference with normal operations, stoppage or lockout pending or threatened against or affecting the Facility Operations; (ii) as of the date hereof, neither Seller nor any of its Affiliates have any duty to bargain with any union or labor organization or other person purporting to act as exclusive bargaining representative (“Union”) of any Facility Employee’s or Facility Contractors with respect to the wages, hours or other terms and conditions of employment contractsof any Facility Employee or Facility Contractor; (iii) there is no collective bargaining agreement or other Contract with any Union, consulting agreementsor work rules or practices agreed to with any Union, binding on Seller, or being negotiated, with respect to the Facility Operations or any Facility Employee or Facility Contractor; and (iv) Seller has not engaged in any unfair labor practice with respect to Facility Employees and Facility Contractors.
(d) Since January 1, 2021, Seller has been in compliance in all material respects with all applicable Laws respecting labor and employment matters with respect to Facility Employees and Facility Contractors, including fair employment practices, pay equity, restrictive covenants, the classification of Facility Contractor, workplace safety and health, work authorization and immigration, unemployment compensation, workers’ compensation, affirmative action, terms and conditions of employment, employee leave and wages and hours, including payment of minimum wages and overtime. Seller is not delinquent in any payments to any Facility Employee or Facility Contractor for any wages, salaries, commissions, bonuses, fees or other direct compensation due with respect to any services performed for it or amounts required to be reimbursed to such Facility Employees or Facility Contractors.
(e) Since January 1, 2021, Seller has not been involved in any Action, or internal employee investigation, in either case, with respect to employment or labor matters regarding Facility Employees or Facility Contractors (including allegations of employment discrimination, retaliation, noncompliance with wage and hour laws, the misclassification of Facility Contractors, violation of restrictive covenants, sexual harassment, other unlawful harassment or unfair labor practices).
(f) Seller has not experienced a “plant closing,” “business closing,” or “mass layoff” or similar group employment loss as defined in the federal Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar state, local or foreign Law with respect to the Facility or the Facility Operations. During the 90-day period preceding the date hereof, no Facility Employee or Facility Contractor has suffered an “employment loss” as defined in the WARN Act with respect to Seller.
(g) In the past 12 months, (i) no Person who was a member of Facility management agreementsor a key employee at the Facility has been terminated for any reason; and (ii) no Facility Employee has expressed any plans to terminate his, retention, severance her or change its employment or service arrangement with Seller.
(h) Seller has made available to Purchaser its form of control agreements, confidentiality agreementsnon-competition, non-compete agreementssolicitation, proprietary rights agreements, including confidentiality and/or invention assignment agreement with Facility Employees. Section 5.18(h) of the Disclosure Letter identifies each Person on leave of absence or layoff status and similar agreements to which any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and Facility Employee who is not in default thereundersubject to a non-competition, and to the Knowledge of Sellersnon-solicitation, the counterparties to such agreements are not in default thereunderconfidentiality and/or invention assignment agreement with Seller on a similar form.
(bi) No Seller Entity has All Facility Employees are employed at-will and no Facility Employee is subject to any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contractscontract with Seller, whether oral or written.
(j) Since January 1, based upon 2021, no allegations or accruing investigations of sexual harassment, other harassment or unlawful discrimination or retaliation have been made to or involved Seller with respect to those services of the current employees any Facility Employee or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution period.
(c) No employee Facility Contractor, and Seller has not otherwise become aware of any Seller Entity has been granted the right to continued employment by any Seller Entity such allegations or to any compensation following termination of employment with the Seller Entities.
(d) investigations. To the Knowledge of SellersSeller, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable facts that would reasonably be expected to any Seller Entity. Except as set forth in Section 2.20(d) to the Disclosure Schedule, all amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(e) Except as set forth in Section 2.20(e) to the Disclosure Schedule, there is no employment-related Proceeding of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving give rise to Liability on the part claim of the Seller Entities for sexual harassment, other unlawful harassment or unlawful discrimination or retaliation against or involving any such violation Facility Employee or breachFacility Contractor.
(f) Section 2.20(f) to the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRA, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) of the Code) who are in the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA election.
Appears in 1 contract
Employee and Labor Matters. (a) Section 2.20(a) to Except as set forth in Schedule 3.19 attached hereto, the Disclosure Schedule contains a complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunder, and a party to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunder.
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining agreement or employment contracts, whether oral other contract with or written, based upon commitment to any labor union or accruing with respect to those services association representing any employee of the current Seller, nor does any labor union or collective bargaining agent represent any employees of the Seller. No such agreement, contract or other commitment has been requested by, or is under discussion by management of the Seller (or any management group or association of which the Seller is a member or otherwise a participant) with, any group of employees or others, nor are there any former employees performed prior other current activities known to the Closing Date except for Seller to organize any payment due for employees of the current payment or contribution period.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity into a collective bargaining unit. There are no pending, or to any compensation following termination the knowledge of employment with the Seller, threatened, union grievances against the Seller Entities.
(d) To as to which there is a reasonable possibility of a material adverse determination. The Seller is not engaged in any unfair labor practice. There is no unfair labor practice complaint pending or, to the Knowledge knowledge of Sellersthe Seller, threatened against the Seller. Except as disclosed in Schedule 3.19, there are is, and during the past two years there has been, no workmen’s compensation labor strike, dispute, slow-down or worker’s compensation claimswork stoppage pending, insured or uninsuredor, applicable to any Seller Entitythe knowledge of the Seller, threatened against the Seller. Except as set forth in Section 2.20(d) Schedule 3.19, there are no pending, or, to the Disclosure Scheduleknowledge of the Seller, all amounts required by any statutethreatened, insurance policycharges against the Seller, or other governmental body any current or agreement to be paid into former employee, officer or director of the Seller before the Equal Employment Opportunity Commission or any workmen’s compensation loss state or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as requiredlocal agency responsible for the prevention of unlawful employment practices.
(eb) Except All employees working in the United States hired by the Seller on or after November 7, 1986 are authorized for employment by the Seller in the United States in accordance with the Immigration and Naturalization Act, as set forth in Section 2.20(e) to the Disclosure Scheduleamended, there is no employmentand regulations promulgated under that statute. No allegations of immigration-related Proceeding of any kindunfair employment practices have been made with the Equal Employment Opportunity Commission or the Special Counsel for Immigration-Related Unfair Employment Practices. The Seller has completed and retained in accordance with the Immigration and Naturalization Service regulations a Form I-9 for all employees working in the United States hired on or after November 7, pending 1986, except those employees whose employment terminated on or threatened in any forumbefore June 1, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part 1987. None of the employees currently employed by the Seller Entities is authorized for any such violation or breachemployment in the United States pursuant to a nonimmigrant visa which authorizes the employee to be employed by the Seller.
(fc) Section 2.20(f) to the Disclosure Schedule 3.19 sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRAall the Seller's officers, directors and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) together with the monthly salary of the Code) who are in the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA electioneach.
Appears in 1 contract
Employee and Labor Matters. (a) Section 2.20(a) No work stoppage or labor strike against the Company or any of its Subsidiaries by employees, temporary employees, consultants or independent contractors is pending or, to the Disclosure Schedule contains a complete and accurate list knowledge of all employment contractsthe Company, consulting agreementsthreatened. Neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees, management agreementstemporary employees, retentionconsultants or independent contractors for any wages, severance salaries, commissions, bonuses or change other direct compensation for any services performed for it or amounts required to be reimbursed to such persons. Each of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect Company and each Seller Entities are of its Subsidiaries is in substantial compliance with all applicable Laws respecting labor, employment, fair employment practices (including, but not limited to, equal employment opportunity laws), terms and conditions of employment, workers’ compensation, occupational safety and health, affirmative action, employee privacy, plant closings, and wages and hours. The Company and each of its obligations thereunder Subsidiaries has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries and other payments to employees, temporary employees, consultants and independent contractors, and is not in default thereunder, and to the Knowledge liable for any arrears of Sellers, the counterparties to such agreements are not in default thereunder.
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans wages or any Taxes or any penalty for failure to comply with any of the foregoing. Neither the Company nor any of its Subsidiaries is liable for any payment to any trust or other compensationfund or to any Governmental Entity, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution period.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment business consistent with the Seller Entities.
(d) To the Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entitypast practice). Except as set forth in Section 2.20(d) to 3.20 of the Disclosure Schedule, all amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(e) Except as set forth in Section 2.20(e) to the Company Disclosure Schedule, there are no pending claims against the Company or any of its Subsidiaries under any workers’ compensation plan or policy or for long-term disability, and neither the Company nor any of its Subsidiaries is subject to, is a party to, or, to the knowledge of the Company, has been threatened with any action, proceeding, dispute, grievance, arbitration, investigation before any Governmental Entity, charge or lawsuit relating to labor or employment matters involving any current or former employees, consultants or temporary employees, including but not limited to, matters involving labor, employment, fair employment practices (including, but not limited to, equal employment opportunity laws), terms and conditions of employment, occupational safety and health, affirmative action, employee privacy, plant closings and wages and hours. There are no employment-related Proceeding controversies pending or, to the knowledge of the Company, threatened, between the Company or any of its Subsidiaries and any of their respective current or former employees, temporary employees, consultants or independent contractors, which controversies have or would reasonably be expected to result in an action, proceeding, dispute, grievance, arbitration, investigation before any Governmental Entity, charge or lawsuit. To the Company’s knowledge, as of the date hereof, no employees, temporary employees, consultants or independent contractors of the Company or any of its Subsidiaries are in any respect in violation of any kindterm of any employment contract, pending non-disclosure agreement, noncompetition agreement or threatened in any forum, restrictive covenant to a former employer relating to an alleged violation the right of any such employee to be employed by the Company or breach any of its Subsidiaries because of the nature of the business previously or presently conducted by the Company or such Subsidiary or to the use of trade secrets or proprietary information of others.
(b) Neither the Company nor any of its Subsidiaries is a party to or otherwise bound by any Seller Entity (collective bargaining contract with a labor union or labor organization, nor is any such contract presently being negotiated, nor is there, nor has there been in the last five years, a representation question respecting any of the employees of the Company or any of its managersSubsidiaries, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part knowledge of the Seller Entities for Company, there are no campaigns being conducted to solicit cards from employees of the Company or any such violation of its Subsidiaries to authorize representation by any labor union or breachlabor organization.
(fc) Section 2.20(f) Any persons now or heretofore engaged by the Company or its Subsidiaries as independent contractors, rather than employees, have been properly classified as such, are not entitled to any compensation or benefits to which regular, full-time employees are or were at the relevant time entitled and were and have been engaged in accordance with all applicable Laws in all respects. There has never been, and there is no pending or, to the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRA, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) knowledge of the Code) who are in Company, threatened, claim, lawsuit, audit, investigation or arbitration that has been asserted or instituted against the COBRA election period with respect Company or any of its Subsidiaries by any Governmental Entity or any individual relating to the legal status or classification of an individual classified by the Company or any of its Subsidiaries as a Seller Benefit Plan but who have not yet made non-employee (such as an independent contractor, a COBRA electionleased employee, a consultant or special consultant).
Appears in 1 contract
Samples: Merger Agreement (Amgen Inc)
Employee and Labor Matters. (a) Section 2.20(a3.16(a) to of the Seller Disclosure Schedule contains a complete and accurate list of all employment contractsEmployees and directors of the Company as of the date of this Agreement, consulting agreementssetting forth for each Employee: his or her position or title, management agreementswhether classified as exempt or non-exempt for wage and hour purposes, whether paid on a salary, hourly or commission basis and the employee’s actual annual base salary or rates of compensation, bonus potential, date of hire, notice period, business location, status (i.e., active or inactive and if inactive, the type of leave, such as sick leave or maternity/paternity leave, adoption leave, parental leave or on a fixed term contract and estimated duration) any visa or work permit status and the date of expiration, if applicable and the total amount of bonus, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements other amounts to which any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunder, and to the Knowledge of Sellers, the counterparties be paid to such agreements Employee at the Closing or otherwise in connection with the transactions contemplated hereby (including any severance payments and any “double-trigger” payments or similar payments that are not conditioned in default thereunderpart on any event including the consummation of the transactions contemplated hereby).
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation All relevant Employees (including directors) have properly executed each relevant Transferred Benefit Plan as applicable to such Employee (or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services director) as set forth on Section 3.12(a) of the current employees or any former employees performed prior to Seller Disclosure Schedule, and the Closing Date except for any payment due for contract of employment in the current payment or contribution periodform set forth on Section 3.12(a) of the Seller Disclosure Schedule.
(c) No employee Section 3.16(c) of the Seller Disclosure Schedule contains a complete and accurate list of all of the independent contractors, consultants, temporary employees, leased employees or other agents employed or engaged by the Company and classified by the Company as other than employees, or compensated other than through wages paid by the Company through its payroll department (“Contingent Workers”) as of the date of this Agreement, showing for each Contingent Worker such individual’s role in the business, fee or compensation arrangements and any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment other contractual terms with the Seller EntitiesCompany.
(d) To With respect to the Knowledge Business and the Employees, (i) there is not, and has not in the last three years been, any collective bargaining or recognition agreement or similar labor agreement in effect with respect to the Employees and no such agreement is anticipated to be entered into by the Company and there is not, and has not in the last three years been, any labor strike, work stoppage or lockout pending or, to the knowledge of SellersSeller, threatened, against Seller or the Company, (ii) to the knowledge of Seller, no union organizational campaign is in progress and no question concerning representation exists, (iii) the Company is not a party to, has no obligation under, nor has any duty to negotiate any collective bargaining agreement or recognition agreement or other contract with any labor union, labor organization or other person purporting to act as the bargaining representative of any Employees or Contingent Workers, (iv) there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) and there have not been during the 12 months prior to the Disclosure Scheduledate of this Agreement, any formal or informal grievances, complaints, charges, litigation, governmental audits or investigations, court orders, injunctions, judgments or private settlement contracts with respect to employment or labor matters (including allegations of employment discrimination, retaliation, noncompliance with wage and hour laws or unfair labor practices) against the Company, (v) there are no pending charges against Seller, the Company or any Employee or former employee of Seller or the Company employed in the Business, in each case before the Equal Employment Opportunity Commission, any other Governmental Entity responsible for the prevention of unlawful employment practices, (vi) from January 1, 2013 through the date of this Agreement, Seller has not received written notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct any material investigation with respect to the Employees and, to the knowledge of Seller, no such investigation is in progress, (vii) the Company is in compliance in all material respects with applicable Laws respecting labor and employment matters, (viii) the Company has properly classified the Employees and Contingent Workers as exempt or non-exempt for the purposes of all wage and hour Laws, including the Fair Labor Standards Act, U.S. state and local wage and hour Laws, and applicable U.K. Law, and is otherwise in material compliance with such Laws, except as would not be expected to result, individually or in the aggregate, in any material Liability to Purchaser or the Business, (ix) the Company has not experienced “redundancy” as defined in the Employment Rights Acx 0000 xr any similar state, local or foreign law or regulation affecting any site of employment of the Company or one or more facilities or operating units within any such site of employment or facility in the 12 months prior to the date of this Agreement, (x) there are no amounts required by due to Employees and Contingent Workers (including PAYE, national insurance contributions and pensions contributions and any statuteother social security contributions) that are in arrears or unpaid, insurance policyand (xi) no disciplinary action pursuant to the Dispute Resolution regulation, an ACAS Code of Practice or other governmental body or agreement to be paid into otherwise has been taken against any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as requiredEmployee in the two years ending at the date of this Agreement.
(e) Except as set forth in Section 2.20(e) There are no outstanding offers of employment or engagement made to any person other than with respect to the Disclosure ScheduleUS Employees, and there is no employment-related Proceeding individual who has accepted an offer of any kind, pending employment or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to engagement who has not yet commenced employment with the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation or breachCompany.
(f) Section 2.20(f) Except as contemplated by this Agreement, to the Disclosure Schedule sets forth a complete list knowledge of Seller, (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant no key employee has given or received notice to COBRAterminate his or her employment or service arrangement with the Company and to the knowledge of Seller, no facts exist suggesting that any key employee is likely to leave employment and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) of the Code) who are in the COBRA election past twelve (12) months no key employee’s employment with the Company has been terminated for any reason. In the past twelve (12) months, no material liability has been incurred by the Company for breach of any employment contract or engagement with any consultant including without limitation, redundancy payments, protective awards, compensation for wrongful or unfair dismissal or failure to comply with any order for reinstatement or re-engagement of any employee.
(g) Within the period with respect of one year preceding the date of this Agreement, the Company has not been party to a Seller Benefit Plan but who have relevant transfer as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended from time to time and the Company has not yet made failed to comply with any duties to inform and consult any appropriate representatives as a COBRA electionresult of a relevant transfer.
Appears in 1 contract
Employee and Labor Matters. Section 3.18 of the Business Disclosure Schedule sets forth the name, title and annual salary or wage rate of each Business Employee (including any Business Employee who is on a leave of absence and setting forth for each Business Employee who is on leave, the general type of leave).
(a) The employment of each Business Employee is terminable by Seller at will and, except as provided in the Management Retention Agreements, no Business Employee is entitled to severance pay, a notice period prior to termination or other benefits following termination of such Person’s employment with Seller, except as required by applicable Law.
(b) Section 2.20(a3.18(b) to of the Business Disclosure Schedule contains a complete and accurate list of all each material employee benefit plan (including bonus and compensation plans) and each employment contracts, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, nonagreement (excluding offer letters for at-compete agreements, proprietary rights agreementswill employment), including each Person on leave “employee benefit plan” within the meaning of absence Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) which is maintained by Seller or layoff status any affiliate within the meaning of Section 414(b), (c), (m), or (o) of the Code and similar agreements the regulations thereunder (“ERISA Affiliate”) for the benefit of any current or former Business Employees and their beneficiaries (the “Business Plans”). With respect to which any each Business Plan, a copy of the Business Plan or a summary of the Business Plan’s materials terms has been made available to Buyer. With respect to the Transferred Employees, Seller Entity is a Party on the date hereof. All such agreements are has performed in full force and effect all material respects all obligations required to be performed by it under each Business Plan and each Seller Entities are Business Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with all of its obligations thereunder and is not in default thereunderapplicable Laws, and to including ERISA or the Knowledge of Sellers, the counterparties to such agreements are not in default thereunder.
(b) No Code. At no time has Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current ERISA Affiliate contributed to or deferred, under been obligated to contribute to any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services “multiemployer plan” (as defined in Section 3(37) of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution period.
(cERISA) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(d) To the Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth plan described in Section 2.20(d) to the Disclosure Schedule, all amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(e) Except as set forth in Section 2.20(e) to the Disclosure Schedule, there is no employment-related Proceeding of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation or breach.
(f) Section 2.20(f) to the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRA, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) 413 of the Code) who are . Neither the Seller nor any ERISA Affiliate has ever sponsored, participated in or contributed to any pension plan related to the COBRA election period with respect Business which is subject to a Seller Benefit Title IV of ERISA or Section 412 of the Code. No Business Plan but who have not yet made a COBRA electionpromises or provides retiree medical benefits to any former or current Business Employee.
Appears in 1 contract
Employee and Labor Matters. (a) Section 2.20(a) to Part 2.16 of the Disclosure Schedule contains accurately sets forth, with respect to each employee of the Sellers (including any employee who is on a complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or on layoff status status): (i) the name and similar agreements 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 Sellers with respect to services performed in 1998 and with respect to services performed in 1999; (iii) such employee's annualized compensation as of the Closing Date; (iv) the number of hours of sick-time which any Seller Entity is a Party on such employee has accrued as of the date hereof. All hereof and the aggregate dollar amount thereof; and (v) the number of hours of vacation time which such agreements are in full force employee has accrued as of the date hereof and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunder, and to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunderaggregate dollar amount thereof.
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services Part 2.16 of the current employees Disclosure Schedule accurately identifies each former employee of the Sellers who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits from the Sellers relating to such former employees performed prior to employee's employment with the Closing Date except for any payment due for Sellers; and Part 2.16 of the current payment or contribution periodDisclosure Schedule accurately describes such benefits.
(c) No employee Except as set forth in Part 2.16 of the Disclosure Schedule, the Sellers are not a party to or bound by, and have never been a party to or bound by, any Seller Entity has been granted the right to continued employment by contract or any Seller Entity union contract, collective bargaining agreement or to any compensation following termination of employment with the Seller Entitiessimilar Contract.
(d) To The employment of the Knowledge employees of Sellersthe Sellers is terminable by the Sellers at will and no employee is entitled to severance pay or other benefits following termination or resignation, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entityexcept as otherwise provided by law. Except as set forth in Section 2.20(d) The General Partners and the Sellers have delivered to the Disclosure SchedulePurchaser accurate and complete copies of all employee manuals and handbooks, all amounts required by any statutedisclosure materials, insurance policy, or policy statements and other governmental body or agreement materials relating to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as requiredthe employment of the current and former employees of the Sellers.
(e) Except as set forth in Section 2.20(e) to Part 2.16 of the Disclosure Schedule, there to the best of the knowledge of the Sellers and the General Partners:
(i) no employee of the Sellers intends to terminate his employment; (ii) no employee of the Sellers has received an offer to join a business that may be competitive with the business of the Sellers; and (iii) no employee of the Sellers is no employment-related Proceeding a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that may have an adverse effect on (A) the performance by such employee of any kind, pending of his duties or threatened in any forum, relating to responsibilities as an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation Sellers or breachas an employee of the Purchaser, or (B) the business of the Sellers or the Purchaser.
(f) Section 2.20(fThe Sellers are not 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 the Sellers or any of their employees, and no Person has threatened to commence any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute.
(g) to Part 2.16 of the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRAthe name of, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) a general description of the Code) who are in services performed by, each independent contractor to whom the COBRA election period with respect to a Seller Benefit Plan but who Sellers have not yet made a COBRA electionany payment since January 1, 1997.
Appears in 1 contract
Employee and Labor Matters. (a) Section 2.20(aPart 2.10(a) to of the Disclosure Schedule contains a complete and accurate list accurately sets forth the name of all employment contractseach Business Employee, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which any Seller Entity is a Party on the date hereof. All of hire by Seller for such agreements are in full force employee and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunder, and to the Knowledge of Sellers, the counterparties to service date for such agreements are not in default thereunderemployee.
(b) No To the Knowledge of Seller: (i) no Business Employee has communicated any intention to terminate his or her employment with Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any of its Subsidiaries; and (ii) no Business Employee is a party to or is bound by any written confidentiality agreement, noncompetition agreement or other compensation, current similar Contract (with any Person) that would reasonably be expected to have a material adverse effect on the performance by such employee of any of his duties or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services responsibilities as an employee of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution periodBusiness.
(c) No employee Neither Seller nor any Subsidiary of any Seller Entity is or has been granted the right to continued employment by any Seller Entity or a party to any compensation following collective bargaining agreement or other labor union contract applicable to any Business Employees. Seller and the applicable Subsidiaries of Seller have complied in all material respects with all applicable Legal Requirements pertaining to the employment or termination of employment with of Business Employees related to the Seller EntitiesBusiness.
(d) To With respect to each scheme or arrangement mandated by a Governmental Body other than the Knowledge of SellersUnited States with respect to Business Employees and with respect to each plan, there are no workmen’s compensation or worker’s compensation claimsprogram, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to the Disclosure Schedule, all amounts required by any statute, insurance policy, practice or Contract providing for employment, compensation, deferred compensation, retirement benefits, severance, relocation, repatriation, expatriation, termination pay, performance awards, stock or stock-related awards, fringe benefits or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fundbenefits, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(e) Except as set forth in including each “employee benefit plan” within the meaning of Section 2.20(e) to the Disclosure Schedule, there is no employment-related Proceeding of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation or breach.
(f) Section 2.20(f) to the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRA, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(13(3) of the CodeEmployee Retirement Income Security Act of 1974, as amended (“ERISA”) who are which is or has been maintained, contributed to, or required to be contributed to by Seller or any ERISA Affiliate (each, a “Seller Plan”) for the benefit of any current or former Business Employees that is subject to the laws of a jurisdiction outside of the United States (each, a “Non-U.S. Seller Plan”), the fair market value of the assets of each funded Non-U.S. Seller Plan, the liability of each insurer for any Non-U.S. Seller Plan funded through insurance or the book reserve established for any Non-U.S. Seller Plan, together with any accrued contributions, is sufficient in all material respects to procure or provide for the COBRA election period accrued benefit obligations, as of August 31, 2005, with respect to a all current and former Business Employees in such Non-U.S. Seller Benefit Plan but who have not yet made a COBRA electionaccording to the actuarial assumptions and valuations most recently used to determine employer contributions to such Non-U.S. Seller Plan, and none of the Transactions or other actions contemplated by this Agreement shall cause such assets or insurance obligations to be materially less than such benefit obligations.
Appears in 1 contract
Employee and Labor Matters. (aA) Section 2.20(aSeller 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.
(B) The employment of each employee is terminable by Seller at will without payment of severance or any other type of cash or equity compensation or any other obligation by Seller, except as otherwise vested as of the Termination Date. Seller has delivered to Purchaser accurate and complete copies of any employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of current and former employees.
(C) To the best Knowledge of Seller: (i) no employee intends to terminate his employment with Seller and no employee has any employment related claim, dispute or controversy with respect to such employee's employment by Seller, (ii) no employee has received an offer to join a business that may be competitive with Seller's business and (iii) no employee is a party to or is bound by (A) any non-competition agreement or non-solicitation agreement or (B) any confidentiality agreement or other Contract (with any Person) that may have a Material Adverse Effect on (1) the performance by such employee of any of his duties or responsibilities as an employee or (2) Seller's business or operations, including development of the Product.
(D) Part 2.14 of the Disclosure Schedule contains a complete and accurate list of the salary grades of all salaried employees, and the number of employees in each such grade, as of the date of this Agreement, and correctly reflects, in all material respects, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation or commission arrangements) and their positions. Seller is in compliance in all material respects with all applicable Legal Requirements and Contracts relating to employment, employment contractspractices, consulting agreementswages, management agreements, retention, severance or change bonuses and terms and conditions of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreementsemployment, including each Person on leave employee compensation matters, and, except as set forth in Part 2.9(a) of absence or layoff status and similar agreements the Disclosure Schedule, no such Contract violates any previous agreement to which any Seller Entity is employee was a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunder, and to the Knowledge of Sellers, the counterparties party prior to such agreements are not in default thereunderemployee's employment by Seller.
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution period.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(dE) To the Knowledge of SellersSeller, there are no workmen’s compensation employee is obligated under any Contract (including licenses, covenants or worker’s compensation claimscommitments of any nature) or other agreement, insured or uninsured, applicable subject to any judgment, decree or order of any court or administrative agency, that would interfere with his duties to Seller Entity. Except or that would conflict with Seller's business as presently proposed to be conducted, including as set forth in Section 2.20(d) the Transactional Agreements. Each former and current employee, officer and consultant of Seller has executed an Employment Agreement in the form previously provided to Purchaser. To the Knowledge of Seller, it is not using nor will it be necessary to use any inventions, trade secrets or proprietary information that any employee made prior to their employment by Seller, except for inventions, trade secrets or proprietary information that have been licensed to Seller and which are disclosed in the Disclosure Schedule, all amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(eF) Except Neither the execution nor delivery of this Agreement or the Transactional Agreements, nor the carrying on of Seller's business by the employees, nor the conduct of Seller's business as presently proposed, including as set forth in Section 2.20(e) to the Disclosure ScheduleTransactional Agreements, there is no employment-related Proceeding of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; andwill, to the Knowledge of SellersSeller's Knowledge, no employee conflict with or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part result in a breach of the Seller Entities for terms, conditions or provisions of, or constitute a default under, any such violation contract, covenant or breachinstrument under which any employee is now obligated which will have a Material Adverse Effect on Seller.
(f) Section 2.20(f) to the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRA, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) of the Code) who are in the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA election.
Appears in 1 contract
Employee and Labor Matters. (a) Section 2.20(a) Schedule 4.18 sets forth the following with respect to any person who is providing services for, or to Seller, in relation to the Disclosure Schedule contains MSP Business: a true, complete and accurate list of all employment contractseach such employee and independent contractor, consulting agreementshis or her year of hire, management agreementsposition and title (if any), retentioncurrent rate of compensation (identifying the most recently paid bonuses, severance commissions, incentive compensation and equity-based compensation, if any, separately), and, in the case of an employee, whether such employee is hourly or change of control agreementssalaried, confidentiality agreements, whether such employee is exempt or non-compete agreementsexempt, proprietary rights agreements, including each Person on leave the number of absence or layoff status accrued sick days and similar agreements vacation days to which any each employee by written or unwritten agreement is entitled, if any, and the number of sick days and vacation days the Seller Entity made available to such employee during the period from January 1, 2024 and ending December 31, 2024 whether such employee is a Party on absent from active employment and, if so, the date hereofsuch employee became inactive, the reason for such inactive status, and, if applicable, the anticipated date of return to active employment. All such agreements are in full force Except as disclosed on Schedule 4.18, Seller has no unsatisfied liability to any previously terminated employee of Seller. Seller has disclosed to Purchaser all written employee handbooks, policies, programs and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunder, and arrangements applicable to the Knowledge employees of Sellers, the counterparties to such agreements are not in default thereunderSeller.
(b) No allegation, charge or complaint of employment discrimination or other similar charge or complaint has been made against Seller Entity has any outstanding Liability for payment of wagesduring the last four (4) years, vacation or sick pay (whether accrued is pending or otherwisethreatened, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution period.
(c) No employee nor does Seller know of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(d) To the Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to the Disclosure Schedule, all amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(e) Except as set forth in Section 2.20(e) to the Disclosure Schedule, there is no employment-related Proceeding of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities basis for any such violation allegation, charge or breach.
(f) Section 2.20(f) complaint. Seller has complied in all material respects with all applicable laws relating to labor, labor relations or employment, including, without limitation, any provisions thereof relating to equal employment opportunity, wages, hours, overtime regulation, employee safety, immigration control, drug testing, termination pay, vacation pay, fringe benefits, collective bargaining and the Disclosure Schedule sets forth a complete list payment or accrual of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRAthe same, and (ii) all employeestaxes, former employees insurance and “qualified beneficiaries” (as such term all other costs and expenses applicable thereto, and Seller is defined under Section 4980B(g)(1) not liable for any arrearage, or any taxes, costs or penalties for failure to comply with any of the Code) who are in foregoing. No liabilities, penalties or other charges under the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA electionWorker’s Adjustment and Retraining Notification Act of 1988 or any similar state law will arise as the result of the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Employee and Labor Matters. (aA) Section 2.20(aPart 2.19(a) to of the Seller Disclosure Schedule contains accurately sets forth with respect to each Transferred Employee: (i) the name and title of such employee; and (ii) such Transferred Employee's annualized compensation (including salary, commissions, bonuses and retention bonuses) received or to be received by such employee from the Seller with respect to services performed in fiscal 2003 to date. Part 2.19 of the Seller Disclosure Schedule accurately sets forth, with respect to each Transferred Employee, any stock option or other equity incentive plan in which such Transferred Employee participates as well as the number of options, exercise price, and date of grant.
(B) The Seller is not a complete party to or bound by any employment contract or any union contract, collective bargaining agreement or similar Contract related to any Transferred Employee. All Transferred Employees are employed at will.
(C) The completion of the transactions contemplated by this Agreement will not result in any payment (other than as required by applicable Legal Requirements) or increased payment becoming due from Seller to any Transferred Employee, and accurate list as of all employment contracts, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunderthis Agreement, and to the Knowledge of SellersSeller, no Transferred Employee has made any threat, or otherwise revealed an intent, to terminate such employee's relationship with Seller, for any reason, including because of the counterparties to such agreements are not in default thereunderconsummation of the transactions contemplated by this Agreement.
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution period.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(dD) To the Knowledge of Sellersthe Seller, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to of the Disclosure Schedule, all amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(e) Except as set forth in Section 2.20(e) to the Disclosure Schedule, there is no employment-related Proceeding date of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellersthis Agreement, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation or breach.
(f) Section 2.20(f) to the Disclosure Schedule sets forth a complete list of Transferred Employee: (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant has expressed an intent to COBRA, and terminate his employment; (ii) all employeeshas indicated that such Transferred Employee received an offer to join a business that may be competitive with the Acquired Business; (iii) is a party to or is bound by any confidentiality agreement, former employees and “qualified beneficiaries” noncompetition agreement or other Contract (as with any Person) that could reasonably be expected to have an adverse effect on (A) the performance by such term is defined under Section 4980B(g)(1) employee of the Code) who are in the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA election.any of his duties or
Appears in 1 contract
Employee and Labor Matters. (a) Section 2.20(aTo Seller’s Knowledge, Schedule 3.1.8(a)(i) to the Disclosure Schedule contains provides a true, complete and accurate correct list of all employment contractsthe Resort Employees of Resort Manager and Schedule 3.1.8(a)(ii) provides a true, consulting agreements, management agreements, retention, severance or change complete and correct list of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which any all Employment Agreements. Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunder, a party to and does not have any obligation with respect to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunderany Employment Agreements.
(b) No Seller Entity has any outstanding Liability for payment of wagesTo Seller’s Knowledge, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior Resort Employees, Resort Manager has been and is in compliance in all material respects with all applicable federal, state, local and foreign laws and regulations relating to the Closing Date except for any payment due for the current payment or contribution period.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination terms and conditions of employment with the Seller Entities.
(d) To the Knowledge and employment of Sellerslabor and labor practices, there are no workmen’s including, without limitation, wages and hours, labor relations, employment discrimination, immigration laws and regulations, disability rights or benefits, equal opportunity, plant closure or mass layoff issues, affirmative action, employee benefits, leaves of absence, occupational health and safety, workers compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entityand unemployment insurance. Except as set forth in Section 2.20(d) Schedule 3.1.8(b), to Seller’s Knowledge, with respect to the Disclosure ScheduleResort Employees, all amounts required there are no and within the past twelve months there have been no (i) claims against Resort Manager or Seller under any workers compensation plan or policy or for long term disability; (ii) administrative charges, court complaints or arbitrations pending or, to Seller’s Knowledge, threatened against Resort Manager or Seller before the U.S. Equal Employment Opportunity Commission or any federal, foreign, state or local court or agency, or arbitrator concerning relating to any labor, safety or employment matters; or (iii) controversies or investigations pending or, to Seller’s Knowledge, threatened, between Resort Manager and any Resort Employees or former Resort Employees including any unfair labor practice charge or complaint against Resort Manager or Seller pending before the National Labor Relations Board or any other governmental agency. There are no and within the past twelve (12) months there have been no labor or employment strikes or work stoppages, or to Seller’s Knowledge, threatened by any statute, insurance policy, or other governmental body or agreement Resort Employees. Seller will cause Resort Manager to be paid into any workmenmake available to Purchaser for inspection copies of all of Resort Manager’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as requiredemployee handbooks and employee rules and regulations.
(ec) Neither Seller nor Resort Manager is a party to any labor union, collective bargaining, recognition or other labor agreement with respect to the Resort Employees (collectively, the “Collective Bargaining Agreements”). Neither Seller nor Resort Manager has been a party to any Collective Bargaining Agreement that has expired within the past twelve (12) months. No union or labor organization has been certified or recognized as the representative of any Resort Employees or to Seller’ Knowledge is seeking such certification or recognition or is attempting to organize any of such employees.
(d) No individual who is or has been classified by Seller as an independent contractor with respect to the Resort is or was improperly classified. Except as set forth in Section 2.20(e) on Schedule 3.1.8(d), neither Seller nor, to Seller’s Knowledge, Resort Manager has used the Disclosure Schedule, there is no employment-related Proceeding services of any kind, pending “loan out” or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation or breachother staffing company.
(f) Section 2.20(f) to the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRA, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) of the Code) who are in the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA election.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Carey Watermark Investors Inc)
Employee and Labor Matters. (a) Section 2.20(aSeller 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.
(b) The employment of each Employee is terminable by Seller at will without payment of severance or any other type of cash or equity compensation or any other obligation by Seller, except as otherwise vested as of the Termination Date. Seller has delivered to Purchaser accurate and complete copies of any Employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of current and former Employees.
(c) To the best of the Knowledge of Seller and the Key Stockholder: (i) no Employee intends to terminate his employment with Seller, (ii) no Employee has received an offer to join a business that may be competitive with Seller's business and (iii) no Employee is a party to or is bound by (A) any noncompetition agreement or non-solicitation agreement or (B) any confidentiality agreement or other Contract (with any Person) that may have an adverse effect on (1) the performance by such Employee of any of his duties or responsibilities as an Employee or (2) Seller's business or operations, including development of the Product.
(d) Part 2.15 of the Disclosure Schedule contains a complete and accurate list of the salary grades of all salaried Employees, and the number of Employees in each such grade, as of the date of this Agreement, and correctly reflects, in all material respects, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation or commission arrangements) and their positions. Seller is in compliance in all material respects with all applicable Legal Requirements and Contracts relating to employment, employment contractspractices, consulting agreementswages, management agreements, retention, severance or change bonuses and terms and conditions of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreementsemployment, including each Person on leave of absence or layoff status and similar agreements to which any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunderEmployee compensation matters, and to the Knowledge of Sellersand, the counterparties to such agreements are not in default thereunder.
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution period.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(d) To the Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(dPart 2.8(a) to of the Disclosure Schedule, all amounts required by no such Contract violates any statute, insurance policy, or other governmental body or previous agreement to be paid into which any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into Employee was a party prior to such fund or account as requiredEmployee's employment by Seller.
(e) Except Seller is not aware that any Employee is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to Seller or that would conflict with Seller's business as presently proposed to be conducted, including as set forth in Section 2.20(e) the Transactional Agreements. Each former and current Employee, officer and consultant of Seller has executed an Employment Agreement as provided to Purchaser. Seller does not believe it is or will be necessary to use any inventions, trade secrets or proprietary information that any Employee made prior to their employment by Seller, except for inventions, trade secrets or proprietary information that have been licensed to Seller and which are disclosed in the Disclosure Schedule, there is no employment-related Proceeding of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation or breach.
(f) Section 2.20(f) Neither the execution nor delivery of this Agreement or the Transactional Agreements, nor the carrying on of Seller's business by the Employees, nor the conduct of Seller's business as presently proposed, including as set forth in the Transactional Agreements, will, to the Disclosure Schedule sets forth Seller's Knowledge, conflict with or result in a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRA, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) breach of the Code) who are in the COBRA election period with respect to terms, conditions or provisions of, or constitute a Seller Benefit Plan but who have not yet made a COBRA electiondefault under, any contract, covenant or instrument under which any Employee is now obligated.
Appears in 1 contract
Employee and Labor Matters. (a) Section 2.20(a) Neither Seller (with respect to the Disclosure Schedule contains a complete Redwood Business and accurate list the Acquired Group Company Employees), nor any of all employment contractsits Affiliates (with respect to the Redwood Business and the Acquired Group Company Employees), consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which nor any Seller Entity Acquired Group Company is a Party on party to or bound by any CBA and no Acquired Group Company Employees are represented by any labor union or other labor organization, in each case, with respect to their employment with any Acquired Group Company or services to the date hereofRedwood Business. There is, and during the past three (3) years has been, no: (i) unfair labor practice charge, labor strike, lockout, picketing, hand billing, slowdown, work stoppage, material labor grievance, material labor arbitration, or other material labor dispute pending or, to the applicable Seller’s Knowledge, threatened against or affecting any of the Acquired Group Companies or Seller (with respect to the Redwood Business) or any of its Affiliates (with respect to the Redwood Business). In the past three (3) years, there have been no union organizing activities with respect to employees of any Acquired Group Company or Seller (with respect to the Redwood Business) or any of its Affiliates (with respect to the Redwood Business). All such agreements employees of Seller or its Affiliates, whose duties and responsibilities are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunder, and primarily dedicated to the Knowledge of SellersRedwood Business or the Acquired Group Companies, are employed by the counterparties to such agreements are not in default thereunderAcquired Group Companies.
(b) No Seller Entity has any outstanding Liability for payment of wagesemployee layoff, vacation facility closure or sick pay shutdown (whether accrued voluntary or otherwiseby Order), salariesreduction-in-force, bonusesfurlough, pensions, contributions under any employee benefit plans temporary layoff or any other compensation, current reduction in salary or deferred, under any collective bargaining wages affecting employees of the Acquired Group Companies or employment contracts, whether oral or written, based upon or accruing Seller (with respect to those services of the current employees Redwood Business) or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution period.
of its Affiliates (c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(d) To the Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to the Disclosure Schedule, all amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(e) Except as set forth in Section 2.20(e) to the Disclosure Schedule, there is no employment-related Proceeding of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation or breach.
(f) Section 2.20(f) to the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRA, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) of the Code) who are in the COBRA election period with respect to the Redwood Business) has occurred since March 1, 2020, or is currently contemplated, planned or announced, including as a Seller Benefit Plan but who have not yet made a COBRA election.result of COVID-19 or any COVID-19
Appears in 1 contract
Employee and Labor Matters. (a) Section 2.20(a) to the Disclosure Schedule contains a complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunder, and to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunder.
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution period.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(d) To the Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to the Disclosure Schedule, all amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(e) Except as set forth in Section 2.20(eSCHEDULE 4.17(a), (i) as of the date hereof, none of the employment terms of the employees of the Business are subject to the Disclosure Scheduleterms of a current collective bargaining agreement or a collective bargaining agreement under current negotiation and no labor organization or group of employees of the Business has made a demand for reorganization or certification, there is no employment-related Proceeding (ii) none of Seller, the Acquired Companies or Asset Sellers has received written notice of any kind, complaint against or arbitration proceeding involving any of the Acquired Companies or the Business which is currently pending before the National Labor Relations Board or threatened the Equal Employment Opportunity Commission or before any analogous entity in any forum, relating country with respect to an alleged violation any current or breach by any Seller Entity (or its managers, officers or directors) former employee of any Law or Contract; andthe Business or, to the Knowledge of SellersSeller, no employee or agent of threatened against any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for Acquired Companies or the Business and (iii) there are no labor strikes, disputes, grievances, unfair labor practices pending under any such violation collective bargaining agreements, slowdowns, work stoppages or breachother labor disturbances or difficulties pending or, to the Knowledge of Seller, threatened against the Acquired Companies or the Business.
(fb) Section 2.20(fThe Acquired Companies and the Business are in material compliance with all laws related to wages, hours, collective bargaining, legal qualification of employment status, employment discrimination, immigration, disability, civil rights, rights of privacy, unfair labor practices, occupational safety and health, other amounts in connection with the retirement of employees and housing of employees, and workers compensation as may pertain to Business Employees.
(c) There are no complaints, charges, or claims against the Acquired Companies or Asset Sellers pending, or to the Disclosure Schedule sets forth a complete list Knowledge of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant Seller, threatened in writing to COBRAbe brought or filed, and (ii) all employeeswith any Governmental Authority, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) court or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any Business Employee by Seller, the Code) who are Acquired Companies or the Asset Sellers that could result in the COBRA election period with respect liability to a Seller Benefit Plan but who have not yet made a COBRA electionan Acquired Company.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Newell Rubbermaid Inc)
Employee and Labor Matters. (a) Section 2.20(a) No Purchased Company is or has at any time been party to the Disclosure Schedule contains or bound by a complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunderLabor Agreement, and no Purchased Company is negotiating or under an obligation to the Knowledge of Sellers, the counterparties to such agreements are not in default thereundernegotiate a Labor Agreement.
(b) No Seller Entity Each of the Purchased Companies is, and during the past three years has been, in compliance in all material respects with all applicable Laws respecting employment, employment practices, labor, terms, and conditions of employment, including but not limited to, Laws relating to hiring, background checks, testing, wages, hours, vacation pay, overtime, classification of employees as exempt or non-exempt, classification of workers as independent contractors, collective bargaining, employment standards (including discrimination, harassment, abuse, and disparate treatment), human rights, accessibility, COVID-19, occupational safety and workers’ compensation, pay equity, employment eligibility verification, immigration, workers’ compensation, privacy, accommodations, sick leave and other leave, discipline, document retention, notice, termination of employment, and the collection and payment of Taxes. With respect to Business Employees, no Purchased Company (i) is liable for any outstanding Liability for payment arrears of wages, vacation severance pay, or sick pay (whether accrued other compensation or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans benefits or any Taxes or any penalty for failure to comply with any of the foregoing or (ii) is liable for any payment to any trust or other compensationfund governed by or maintained by or on behalf of any Governmental Authority, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services unemployment compensation benefits, Social Security, or other benefits or obligations for Business Employees (in each case, other than routine payments to be made in the normal course of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution periodbusiness and consistent with past practice).
(c) No employee There are no material controversies pending or, to the Knowledge of the Company, threatened between any Seller Entity has been granted the right Purchased Company and any of their respective current or former Service Providers that could result in an Action. The Purchased Companies are not party to continued employment or otherwise bound by any Seller Entity consent decree with, or citation or other Order by, any Governmental Authority relating to any compensation following termination of Service Providers or labor or employment with the Seller Entitiespractices.
(d) To All vacation pay for Business Employees is properly reflected and accrued in the Knowledge books and accounts of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, the Purchased Companies in material compliance with applicable to any Seller Entity. Except as set forth in Section 2.20(d) to the Disclosure Schedule, all amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as requiredLaws.
(e) Except as set forth in Section 2.20(eThere are no Actions (including unfair labor practice charges, grievances, or complaints) pending or, to the Disclosure ScheduleKnowledge of the Company, threatened against any of the Purchased Companies brought by or on behalf of any Service Providers or otherwise concerning any labor or employment practices.
(f) There has not been in the past three years and there is no employment-related Proceeding not presently pending or, to the Knowledge of the Company, threatened any kindstrike, pending slowdown, unfair labor practice charge, walkout, work stoppage, picketing, lockout, or threatened in any forum, relating to an alleged violation or breach similar labor activity by any Seller Entity (Service Providers. There are no trade or its managerslabor unions, officers works councils, or directors) similar associations or other labor representative body representing or, to the Knowledge of the Company, purporting to represent any Law or Contract; current Business Employees and, to the Knowledge of Sellersthe Company, there are no union organizing activities, related employer or successor rights applications or other efforts to organize, or establish a labor organization, works council, employee association or agent of trade union, in progress or threatened involving any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation or breachBusiness Employees.
(fg) Since January 1, 2018, no officer or director of the Purchased Companies has engaged in (and there have been no allegations in that period that any such Person has engaged in) harassment, discrimination, retaliation, or material breach of any policy of any Purchased Company relating to the foregoing or similar conduct, nor is any allegation pending or, to the Company’s Knowledge, threatened nor has any such allegation been investigated, settled, or subject to an out-of-court or pre-litigation arrangement or the subject of any Action against or involving any Purchased Company and/or such Person, and, to the Knowledge of the Company, none is reasonably anticipated.
(h) Section 2.20(f4.18(h) of the Company Disclosure Letter sets forth, with respect to the Disclosure Schedule sets forth a Business Employees, an accurate and complete list of the names (or unique employee identification numbers), titles, hire dates, service recognition dates, annual base salary or hourly wage rates, as applicable, bonus or other cash incentive opportunity, principal work location, leave status, and (with respect to Business Employees located in the United States) status as exempt or non-exempt from the application of state, provincial, and/or federal wage and hour Laws applicable to employees, as of the date of this Agreement. The services provided by each Business Employee (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan located in the United States are terminable at the will of the applicable Purchased Company without the incurrence of any Liability other than the requirement to provide access to continuing health care pursuant to COBRA, applicable Law and (ii) all employeeslocated outside the United States are terminable on no more than six months’ notice without the incurrence of any Liability other than the requirement to provide minimum statutory notice or pay in lieu of notice and/or statutory severance pay pursuant to applicable Law. No Key Employee or Management Employee has informed any Purchased Company in writing or, former employees and to the Knowledge of the Company, verbally of any plan to terminate employment with or services for the applicable Purchased Company, and, to the Knowledge of the Company, no such Person has any plans to terminate employment with or services for the applicable Purchased Company.
(i) No Purchased Company is or has ever been the “qualified beneficiariesemployer” or is or in the last six years has been an “associate of” or “connected with” the “employer” (as such term is defined under Section 4980B(g)(1those words in quotation marks are used in the Pensions Xxx 0000 of the United Kingdom) of any UK defined benefit pension arrangement. No Business Employee or former employee has transferred to any Purchased Company pursuant to the CodeTransfer of Undertakings (Protection of Employment) who are Regulations 2006 of the United Kingdom or similar local legislation in circumstances where that individual was previously a member of a defined benefit pension arrangement that provided for contractual early retirement benefits not related to old age, invalidity or survivors.
(j) Each Purchased Company has in all material respects properly classified its Service Providers as employees or non-employees for all relevant purposes (including for purposes of all Employee Benefit Plans). Without limiting the foregoing, each current or former Service Provider that has been characterized as a consultant or independent contractor and not an employee has been properly characterized as such, and no Purchased Company has any Liability or obligations, including under or on account of any Employee Benefit Plan, arising out of the hiring or retention of Persons to provide services to any Purchased Company and treating such Persons as consultants or independent contractors and not as employees of such Purchased Company.
(k) To the Knowledge of the Company, no Business Employee is in violation of any term of any employment agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such Business Employee to be employed by any Purchased Company because of the nature of the business conducted or presently proposed to be conducted by such Purchased Company or to the use of trade secrets or proprietary information of others.
(l) In the past three years, (i) no Purchased Company has effectuated a “plant closing” (as defined in the COBRA election period with respect Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN Act”)) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of its business, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of any Purchased Company, and (iii) no Purchased Company has engaged in layoffs or other “employment loss” (as defined in the WARN Act) terminations sufficient in number to a Seller Benefit Plan but who have not yet made a COBRA electiontrigger application of any similar applicable Law. Since January 1, 2018, no Purchased Company has carried out any “employment loss,” temporary layoff, or material reduction in pay or hours, which, if continued for six months, in the aggregate would trigger application of the WARN Act.
Appears in 1 contract
Samples: Share Purchase Agreement (SMART Global Holdings, Inc.)
Employee and Labor Matters. (a) Section 2.20(a) to Part 2.19 of the Disclosure Schedule contains accurately sets forth, with respect to each employee of the Seller (including any employee who is on a complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or on layoff status status): (i) the name and similar agreements 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 which any Seller Entity is a Party on services performed in 1998 and with respect to services performed in 1999; (iii) such employee's annualized compensation as of the date hereof. All of this Agreement; (iv) the number of hours of sick-time which such agreements are in full force employee has accrued as of the date hereof and effect the aggregate dollar amount thereof; and each Seller Entities are in compliance with all (v) the number of its obligations thereunder hours of vacation time which such employee has accrued as of the date hereof and is not in default thereunder, and to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunderaggregate dollar amount thereof.
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services Part 2.19 of the current employees Disclosure Schedule accurately identifies each former employee of the Seller who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits from the Seller relating to such former employees performed prior to employee's employment with the Closing Date except for any payment due for Seller; and Part 2.19 of the current payment or contribution periodDisclosure Schedule accurately describes such benefits.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(d) To the Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to the Disclosure Schedule, all amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(e) Except as set forth in Section 2.20(e) to Part 2.19 of the Disclosure Schedule, there the Seller is no employment-related Proceeding 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 agreement or similar Contract.
(d) The employment of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part employees of the Seller Entities for any such violation is terminable by the Seller at will and no employee is entitled to severance pay or breachother benefits following termination or resignation, except as otherwise provided by law. The Shareholder and the Seller have delivered to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of the Seller.
(fe) Section 2.20(f) to The Seller is not 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 the Disclosure Schedule sets forth a complete list Seller or any of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRAits employees, and (ii) all employeesno Person has threatened to commence any such slowdown, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) of the Code) who are in the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA electionwork stoppage, labor dispute or union organizing activity or any similar activity or dispute.
Appears in 1 contract
Employee and Labor Matters. (a) Section 2.20(a) to the Disclosure Schedule The Data Room contains a true, correct and complete and accurate list of all employment contractsevery Corporation Employee as of the date of this Agreement, consulting agreementssetting out, management agreementswhether actively at work or not (and expected return to work date if not), retentiontheir salaries, severance target commissions or change bonuses, positions, status as full-time or part-time employees, location of control agreementsemployment, confidentiality agreementsstart date, whether such individual is on a time limited visa or work permit, and whether such position is exempt or non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to exempt from overtime pay in the jurisdiction in which any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunder, and to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunder.
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution period.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(d) To the Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller EntityCorporation Employee works. Except as set forth in Section 2.20(d21(a) of the Corporation Disclosure Letter, no Corporation Employee is employed pursuant to a work permit.
(b) To the knowledge of the Corporation, all Corporation Employees and Contractors engaged by the Corporation or any Subsidiary are authorized to work in the jurisdiction in which they are working and have appropriate documentation demonstrating such authorization. To the knowledge of the Corporation, each Person who requires a visa, employment pass or other required permit to work in the jurisdiction in which he/she is working has produced a current visa, employment pass or such other required permit to the Disclosure ScheduleCorporation or a Subsidiary and possesses all necessary permission to remain in such jurisdiction and perform services in such jurisdiction.
(c) The Corporation and its Subsidiaries are, and for the past three (3) years have been, in material compliance with all amounts required by any statuteterms and conditions of employment and all applicable Laws respecting employment, insurance policyincluding employment standards, labour, human rights, pay equity, workers’ compensation and occupational health and safety, and there are no material outstanding Actions, orders or other governmental body proceedings or, to the knowledge of the Corporation, threatened Actions, orders or agreement to be other proceedings under any such applicable Law.
(d) All amounts due or accrued for all salaries, wages, bonuses, commissions, vacation with pay, sick days, termination and severance pay and benefits under Employee Plans have either been paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund are accurately reflected in the Books and Records or similar account have been duly paid into such fund or account as requiredin the books and records of the applicable Subsidiary.
(e) Except for any consideration payable pursuant to an Employee Plan in effect as set forth of the date hereof which has been disclosed to the Purchaser in Section 2.20(e23(j) of the Corporation Disclosure Letter, or as contemplated pursuant to the Disclosure ScheduleArrangement, there is are no employment-related Proceeding change of control payments, golden parachutes, severance payments, retention payments or agreements with current or former Corporation Employees, Contractors or directors providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement or any other transaction contemplated by this Agreement, including a change of control of the Corporation or of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or of its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation or breachSubsidiaries.
(f) Except as disclosed in Section 2.20(f21(f) of the Corporation Disclosure Letter, no Corporation Employee has any agreement as to severance except as results from the Disclosure Schedule sets forth termination of employment pursuant to applicable Law.
(g) During the past three (3) years, each of the Corporation and its Subsidiaries has properly characterized retained individuals as either employees or independent contractors for the purposes of Taxes and none of the Corporation or any of its Subsidiaries has received any notice from any Governmental Entity disputing such classification.
(h) Neither the Corporation nor any of its Subsidiaries is a complete list of party to any labour, collective bargaining, works council, employee association or similar agreement.
(i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRATo the knowledge of the Corporation, there is no organizing activity involving the Corporation or any of its Subsidiaries pending or threatened by any labour organization or group of employees.
(j) There are no labour disputes pending against or involving the Corporation or any of its Subsidiaries, and there have been no such disputes in the past three (3) years. Neither the Corporation nor any of its Subsidiaries are currently engaged in any Unfair Labor Practice (as defined in the National Labor Relations Act or applicable provincial labour Laws in Canada), and there are no material Unfair Labor Practice charges, grievances or complaints pending.
(k) There is not, nor has there been for the last three (3) years, (i) any Action pending or, to the knowledge of the Corporation, threatened in writing by or before any Governmental Entity with respect to the Corporation or any Subsidiary concerning employment-related matters or (ii) all employeesany Action, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) any Action pending or, to the knowledge of the CodeCorporation, threatened in writing against or affecting the Corporation or any Subsidiary brought by any current or former applicant, employee or independent contractor of the Corporation or any Subsidiary.
(l) who There are no material outstanding assessments, penalties, fines, Liens, charges, or surcharges due or owing pursuant to any workplace safety and insurance legislation and neither the Corporation nor any Subsidiary has been reassessed in any material respect under such legislation during the COBRA election past three (3) years and, to the knowledge of the Corporation, no audit of the Corporation or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation.
(m) As of the date of this Agreement, no member of the Executive Leadership Team (consisting of the Chief Executive Officer and his direct reports) has provided written notice to the Corporation or any of its Subsidiaries that he or she intends to resign, retire or terminate his or her employment with the Corporation or any of its Subsidiaries as a result of the transactions contemplated by this Agreement or otherwise within the twelve (12) month period following the date of this Agreement.
(n) To the knowledge of the Corporation, no Corporation Employee (i) is subject to any non-competition, non-solicitation, nondisclosure, confidentiality, employment, consulting or similar agreement with respect any other Person in material conflict with the present and proposed business activities of the Corporation or any Subsidiary, except agreements between the executive officer or other key employee and the Corporation or any Subsidiary or (ii) is in material violation of any common law nondisclosure obligation or fiduciary duty relating to a Seller Benefit Plan but who the ability of such individual to work for the Corporation or any Subsidiary or the use of trade secrets and proprietary information.
(o) The Corporation and its Subsidiaries are and have not yet made a COBRA electionbeen during the past eighteen months in compliance in all material respects with any and all “stay-at-home” orders issued by state, provincial or local executive authorities applicable to any location in which the Corporation operates. To the extent the Corporation or any Subsidiary is requiring employees to perform in-person work in any locations subject to such an order or directive, the Corporation or such Subsidiary represents that all or part of its operations qualify as an “essential business” for purposes of such order (to the extent applicable). Neither the Corporation nor any Subsidiary has implemented any material reductions in hours, furloughs, or salary reductions that would reasonably be expected to (i) cause any Corporation Employee currently classified as “exempt” under applicable federal, provincial and state law to lose such “exempt” status, or (ii) cause any Corporation Employee’s compensation to fall below the applicable federal, provincial state, or local minimum wage.
Appears in 1 contract
Employee and Labor Matters. (a) Section 2.20(a) to Part 2.18 of the Disclosure Schedule contains accurately sets forth, with respect to each employee of the Seller (including any employee who is on a complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or on layoff status status): (i) the name and similar agreements 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 which any Seller Entity is a Party on services performed in 2001 and with respect to services performed in 2002; (iii) such employee's annualized compensation as of the date hereof. All of this Agreement; (iv) the number of hours of sick-time which such agreements are in full force employee has accrued as of the date hereof and effect the aggregate dollar amount thereof; and each Seller Entities are in compliance with all (v) the number of its obligations thereunder hours of vacation time which such employee has accrued as of the date hereof and is not in default thereunder, and to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunderaggregate dollar amount thereof.
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services Part 2.18 of the current employees Disclosure Schedule accurately identifies each former employee of the Seller who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits from the Seller relating to such former employees performed prior to employee's employment with the Closing Date except for any payment due for Seller; and Part 2.18 of the current payment or contribution periodDisclosure Schedule accurately describes such benefits.
(c) No employee Except as set forth in Part 2.18 of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with Disclosure Schedule, the Seller Entitiesis 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 agreement or similar Contract.
(d) To the Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to Part 2.18 of the Disclosure Schedule, all amounts required the employment of the employees of the Seller is terminable by any statute, insurance policy, the Seller at will and no employee is entitled to severance pay or other governmental body benefits following termination or agreement resignation, except as otherwise provided by law. The Seller has delivered to be paid into any workmen’s compensation loss or reserve fundthe Purchaser accurate and complete copies of all employee manuals and handbooks, collateral funddisclosure materials, sinking fund or similar account have been duly paid into such fund or account as requiredpolicy statements and other materials relating to the employment of the current and former employees of the Seller.
(e) Except as set forth in Section 2.20(e) to Part 2.18 of the Disclosure Schedule, there is no employment-related Proceeding of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge knowledge of Sellers, the Seller: (i) no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for intends to terminate his employment; (ii) no employee of the Seller has received an offer to join a business that may be competitive with the business of the Seller; and (iii) no employee of the Seller is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that may have an adverse effect on (A) the performance by such violation employee of any of his duties or breachresponsibilities as an employee of the Seller or as an employee of the Purchaser, or (B) the business of the Seller or the Purchaser.
(f) Section 2.20(fThe Seller is not 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 the Seller or any of its employees, and no Person has threatened to commence any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute.
(g) to Part 2.18 of the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRAthe name of, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) a general description of the Code) who are in services performed by, each independent contractor to whom the COBRA election period with respect to a Seller Benefit Plan but who have not yet has made a COBRA electionany payment since its date of incorporation.
Appears in 1 contract
Samples: Asset Purchase Agreement (Asyst Technologies Inc /Ca/)
Employee and Labor Matters. (a) Section 2.20(a) No later than 15 calendar days after the date of this Agreement, the Contributing Stockholder shall deliver to the Disclosure Schedule contains Company accurate information with respect to the following items, with respect to each employee whose services are utilized or necessary for the conduct of the Contributed Business (including any employee who is on a complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or on layoff status status) (such individuals, collectively, “Business Employees”): (i) the name and similar agreements title of such employee; (ii) the aggregate dollar amounts of the cash compensation (including wages, salary, commissions, director’s fees and bonuses received by such employee from the Contributing Stockholder with respect to which any Seller Entity is a Party on services performed in fiscal 2001; (iii) such employee’s annualized compensation as of the date hereof. All of this Agreement; (iv) the number of hours of personal days and sick-time which such agreements are 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; it being expressly understood that for all purposes of this Agreement all such information shall be deemed to be included in full force and effect and each Seller Entities are in compliance with all Part 2.19 of its obligations thereunder and is not in default thereunder, and to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunderContributing Stockholder Disclosure Schedule.
(b) No Seller Entity has The Contributing Stockholder is not a party to or bound by any outstanding Liability for payment of wagesunion contract, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining agreement or employment contracts, whether oral or written, based upon or accruing with respect to those services similar Contract which covers any of the current employees or any former employees performed prior to Business Employees. Mr. Xxxxxx Xxxxxxxxxx is the Closing Date except for any payment due for only Business Employee with an employment Contract with the current payment or contribution periodContributing Stockholder.
(c) No employee The employment of any Seller Entity has been granted the right Business Employees (other than Xx. Xxxxxxxxxx) is terminable by the Contributing Stockholder at will and no Business Employee is entitled to continued employment severance pay or other benefits following termination or resignation, except as (A) otherwise provided by any Seller Entity applicable Legal Requirements or (B) would not give rise to any compensation following termination Liability other than an Excluded Liability. The Contributing Stockholder has made available to the Company accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment with of the Seller EntitiesBusiness Employees. The completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due from the Contributing Stockholder to any Business Employee or any current or former consultant to Contributing Stockholder, in each case only to the extent any such payment or increased payment will give rise to any Liabilities other than Excluded Liabilities. The Contributing Stockholder Disclosure Schedule provides a list as of April 30, 2001 of temporary workers (other than temporary workers used for regular holidays and vacations of Business Employees) used from outside labor agencies by the Contributed Business and open positions related to the Contributed Business.
(d) To the actual knowledge of the individuals identified to have Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) with respect to the Disclosure Schedule, all amounts required Contributing Stockholder: (i) no Business Employee intends to terminate his employment; (ii) no Business Employee has received an offer to join a business that is a Restricted Business; (iii) no Business Employee is a party to or is bound by any statuteconfidentiality agreement, insurance policy, noncompetition agreement or other governmental body Contract (with any Person other than the Contributing Stockholder) that would have an adverse effect on the performance by such employee of any of his duties or agreement responsibilities as an employee of the Contributing Stockholder; and (iv) no Business Employee has received an offer to be paid into any workmentransfer to the Contributing Stockholder’s compensation loss other businesses, Subsidiaries or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as requiredAffiliates.
(e) Except as set forth The Contributing Stockholder has not engaged in Section 2.20(e) any unfair labor practice of any nature with respect to the Disclosure ScheduleContributed Business or the Business Employees to the extent any such practices will give rise to any Liabilities other than Excluded Liabilities. In the previous three years, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting the Contributed Business or any of the Business Employees, and, to the Contributing Stockholder’s Knowledge, no Person has threatened to commence any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. To the Knowledge of the Contributing Stockholder, no officer, employee or consultant of the Contributing Stockholder is no employment-obligated under any Contract or subject to any Order or Legal Requirement that would materially and adversely affect the Contributed Business as currently conducted.
(f) Part 2.19 of the Contributing Stockholder Disclosure Schedule sets forth the name of, and a general description of the services performed by, each independent contractor to whom the Contributing Stockholder has made payments exceeding $100,000 in the aggregate for any of the last two fiscal years or during the current fiscal year on an annualized basis in connection with the Contributed Business. The Contributing Stockholder does not have any leased employees related Proceeding to the Contributed Business with continuous service of twelve calendar months or more.
(g) Assuming the performance of the Company’s obligations pursuant to Section 5.7(b), the transactions contemplated by this Agreement will not give rise to any kindLiability under the Worker Adjustment Retraining and Notification Act (the “WARN Act”) (29 USC§§2101, pending et seq.) or threatened in any forum, similar state law or statute relating to an alleged violation employment termination in connection with a mass layoff, plant closing or breach similar event.
(h) In the last thirty-six months, there have been no federal or state claims based on sex, sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, by or against any Seller Entity (or its managersBusiness Employee, officers or directors) of any Law or Contract; and, to the Knowledge of Sellersthe Contributing Stockholder, there are no employee facts or agent of any Seller Entity has committed any act or omission giving circumstances that would give rise to Liability on the part of the Seller Entities for any such violation complaint or breachclaim.
(fi) Section 2.20(fPart 2.19(i) to of the Contributing Stockholder Disclosure Schedule sets forth a complete list the individual severance benefits of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan each Business Employee who will be providing transition services to the Contributing Stockholder related to customer service for Lytec and/or Medisoft customers of the Contributing Stockholder pursuant to COBRAthe Company Transition Services Agreement (such Business Employees, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) of the Code) who are in the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA electionTransition Business Employees”).
Appears in 1 contract
Employee and Labor Matters. (a) Section 2.20(a) to Part 2.18 of the Disclosure Schedule contains accurately sets forth, with respect to each employee of Seller (including any employee of Seller who is on a complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or on layoff status status): (i) the name of such employee and similar agreements to which any Seller Entity is a Party on the date hereof. All as of which such agreements are in full force and effect and each employee was originally hired by Seller Entities are in compliance with all or one of its obligations thereunder and is not in default thereunderthe Prior Subsidiary; (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 Seller with respect to services performed in; (iv) such employee’s annualized compensation as of the Knowledge date of Sellers, the counterparties this Agreement; (v) each Current Benefit Plan in which such employee participates or is eligible to participate; and (vi) any Governmental Authorization that is held by such agreements are not employee and that relates to or is useful in default thereunderconnection with Seller’s business.
(b) No Except as set forth in Part 2.18 of the Disclosure Schedule, Seller Entity has is not a party to or bound by, and none of the Seller’s employees have ever been a party to or bound by, any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans employment agreement or any other compensationunion contract, current or deferred, under any collective bargaining agreement or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution periodsimilar Contract.
(c) No The employment of the employees of the Seller is terminable by Seller at will and no employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or is entitled to any compensation severance pay or other benefits following termination resignation or termination, except as provided by law. The Seller has delivered to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment with of the Seller Entitiescurrent and former employees of each of the Seller.
(d) To the Knowledge Seller’s Knowledge: (i) no employee of Sellers, there are Seller intend to terminate his employment; (ii) no workmenemployee of Seller has received an offer to join a business that may be competitive with Seller’s compensation business; and (iii) no employee of Seller is a party to or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to the Disclosure Schedule, all amounts required is bound by any statuteconfidentiality agreement, insurance policynoncompetition agreement or other Contract (with any Person) that may have any material adverse effect on (A) the performance by such employee of any of his duties or responsibilities as an employee of Seller, or other governmental body (B) Seller’s business or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as requiredoperations.
(e) Except as set forth in Section 2.20(e) to the Disclosure ScheduleSeller is not engaged, there is no employment-related Proceeding of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part and none of the Seller Entities for has ever 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 their employees. There is not now pending, and to Seller’s Knowledge, no Person has threatened to commence, any such violation slowdown, work stoppage, labor dispute or breachunion organizing activity or any similar activity or dispute. 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.
(f) Section 2.20(f) to Part 2.18 of the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRAthe name of, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) a general description of the Code) who are in services performed by, each independent contractor to whom the COBRA election period with respect to a Seller Benefit Plan but who have not yet has made a COBRA electionany payments since December 31, 2004.
Appears in 1 contract
Samples: Asset Purchase Agreement (Integrated Surgical Systems Inc)
Employee and Labor Matters. (a) Section 2.20(a4.30(a) to of the Suncrest Disclosure Schedule contains a complete and accurate correct list, as of the date of this Agreement, of the name of each employee, job description, job location, title, current annual base salary, other compensation and wage and hour exemption status of Suncrest and its Subsidiaries and a list of all Contracts or commitments by Suncrest or any of its Subsidiaries to increase the compensation or to modify the conditions or terms of employment. All persons who have been treated as independent contractors by Suncrest or any of its Subsidiaries for tax purposes have met the criteria to be so treated under applicable Law. No executive or group of employees has informed Suncrest or any of its Subsidiaries of his, her or their intent to terminate employment contractswith Suncrest or its Subsidiaries. Suncrest has previously furnished to Parent and Citizens true and complete copies of all offer letters, consulting employment agreements, management agreementsor any other Contract, retentioncommitment, severance obligation or change liability on the part of control agreementsSuncrest with respect to employee salary, confidentiality agreementsbonus, non-compete agreements, proprietary rights agreementsother compensation or benefits, including each Person on leave of absence any retention or layoff status and similar agreements to which stay bonus or minimum bonus guaranties.
(b) Neither Suncrest nor any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunderSubsidiaries is, nor at any time since January 1, 2019 was, a party to or bound by any labor or collective bargaining agreement and to the Knowledge of SellersSuncrest, there are no organizational campaigns, petitions or other activities or proceedings of any labor union, workers’ council or labor organization seeking recognition of a collective bargaining unit with respect to, or otherwise attempting to represent, any of the counterparties to such agreements are not in default thereunder.
(b) No Seller Entity has any outstanding Liability for payment employees of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans Suncrest or any other compensation, current of its Subsidiaries or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees compel Suncrest or any former employees performed prior of its Subsidiaries to bargain with any such labor union, workers’ council or labor organization. There are no labor related controversies, strikes, slowdowns, walkouts or other work stoppages pending or, to the Closing Date except for Knowledge of Suncrest, threatened (in writing) and neither Suncrest nor any payment due for the current payment of its Subsidiaries has experienced any such labor related controversy, strike, slowdown, walkout or contribution periodother work stoppage since January 1, 2019.
(c) No employee Neither Suncrest nor any of its Subsidiaries is a party to, or otherwise bound by, any Seller Entity has been granted the right consent decree with, or citation by, any Governmental Authority relating to continued employees or employment by any Seller Entity or practices. Each of Suncrest and its Subsidiaries is in material compliance with all applicable Laws relating to any compensation following labor, employment, termination of employment with the Seller Entitiesor similar matters, including but not limited to Laws relating to discrimination, disability, classification of workers, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, and employee terminations, and has not engaged in any unfair labor practices or similar prohibited practices.
(d) To Except as Previously Disclosed in Section 4.30(d) of the Knowledge of SellersSuncrest Disclosure Schedule, there are no workmen’s compensation or worker’s compensation claimscomplaints, insured or uninsuredlawsuits, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to the Disclosure Schedulearbitrations, all amounts required by any statute, insurance policyadministrative proceedings, or other governmental body proceedings of any nature pending or, to the Knowledge of Suncrest, threatened against Suncrest or agreement any of its Subsidiaries brought by or on behalf of any applicant for employment, any current or former employee, any Person alleging to be paid into a current or former employee, any workmen’s compensation loss class of the foregoing, or reserve fundany Governmental Authority, collateral fundrelating to any such Law, sinking fund or similar account have been duly paid into such fund alleging breach of any express or account as requiredimplied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(e) Except as set forth in Section 2.20(e) No executive officer or group of employees has informed Suncrest or any of its Subsidiaries of his, her or their intent to the Disclosure Schedule, there is no terminate employment-related Proceeding of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation or breach.
(f) Section 2.20(f) No Person has claimed in writing, or to the Disclosure Schedule sets forth a complete list Suncrest’s Knowledge has valid reason to claim, that any employee or former employee of Suncrest or any of its Subsidiaries (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRAis in violation of any material term of any employment agreement, and confidentiality agreement, non-competition agreement or any restrictive covenant with such Person; (ii) all employeeshas improperly disclosed or utilized any trade secret, confidential or proprietary information or documentation belonging to such Person in connection with their employment; or (iii) has interfered in the employment relationship with such Person and any of its present or former employees in violation of any Law or enforceable agreement between such Person and “qualified beneficiaries” the applicable employee.
(as such term is defined under Section 4980B(g)(1g) Suncrest has made available to Parent and Citizens prior to the date of this Agreement a copy of all material written policies and procedures related to the Codeemployees of Suncrest and its Subsidiaries and a written description of all material unwritten policies and procedures related to the employees of Suncrest and its Subsidiaries.
(h) who To Suncrest’s Knowledge, all employees of Suncrest or any of its Subsidiaries are authorized to work in the COBRA election period United States of America. A Form I-9 has been properly completed and retained with respect regard to a Seller Benefit Plan but who have not yet made a COBRA electioneach such employee.
Appears in 1 contract
Employee and Labor Matters. (a) Section 2.20(a3.12(a) to of the Disclosure Schedule contains Schedules sets forth a true and complete and accurate aggregate list of all employment contracts, consulting agreements, management agreements, retention, severance employees of the Companies or change any of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave their respective Subsidiaries as of absence or layoff status and similar agreements to which any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunder, and to the Knowledge of Sellershereof (collectively, the counterparties to “Employees”) and such agreements list correctly reflects the aggregate amount of the Employees’ base salary or base wage rate, target bonus or incentive opportunity, the number of exempt and nonexempt status employees (where applicable) and the number of employees that are not in default thereunderfull-time or part-time.
(b) No Seller Entity has Section 3.12(b) of the Disclosure Schedules sets forth a true and complete list of all independent contractors, consultants, agents or other non-employees providing services to a Company or any outstanding Liability for payment Subsidiary of wagesa Company as of the date hereof (collectively, vacation the “Contractors”) which shall include any Person that received at least $50,000 in compensation in 2014 or sick pay (whether accrued is expected to receive at least $50,000 in 2015. The Contractors are not covered by or otherwise, salaries, bonuses, pensions, contributions entitled to benefits under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution periodCompany Plan.
(c) No employee Seller and the Companies have complied in all material respects with applicable Law relating to labor and employment, including those relating to wages, hours, collective bargaining, unemployment, compensation, worker’s compensation, equal employment opportunity, age and disability discrimination, immigration control, information privacy and security. Neither the Companies nor any of their respective Subsidiaries is liable for the payment of any Seller Entity has been granted material tax, fines, penalties, or other amounts, however designated, for failure to comply with any applicable Law related to the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.foregoing
(d) To the Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to 3.12 of the Disclosure Schedule, all amounts required there are no controversies existing, pending or, to Seller’s knowledge, threatened by any statute, insurance policy, association or other governmental body union or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as requiredcollective bargaining representative of the Employees.
(e) Except as set forth in Section 2.20(e) to 3.12 of the Disclosure Schedule, there is no employment-related Proceeding charge or complaint relating to unfair labor practices pending against Seller, the Companies or any Subsidiary of a Company, nor is there any labor strike, work stoppage, grievance or other labor dispute pending or, to Seller’s knowledge, threatened against Seller, any Company or any Subsidiary of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation or breachCompany.
(f) Section 2.20(f) to the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRA, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) of the Code) who are in the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA election.
Appears in 1 contract
Employee and Labor Matters. (a) Section 2.20(a) Since formation, the Seller has never had any employees, Employee Plans or Seller Pension Plans other than its equity incentive plan, in the form provided to the Disclosure Schedule contains a complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which any Seller Entity is a Party on IP Purchaser (the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunder, and to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunder“Equity Incentive Plan”).
(b) No Seller Entity has any outstanding Liability for payment of wagesSince the Seller’s formation, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services Celestial China and Celestial US have been the only independent contractors of the current employees or any former employees performed prior Seller. All services provided by Celestial China and Celestial US to the Closing Date except for any payment due for Seller have been provided in accordance with the current payment or contribution periodagreements listed in Part 2.19(b) of the Disclosure Schedule (collectively, the “Intercompany Agreements”).
(c) Except as listed in Part 2.19(c) of the Disclosure Schedule, there has never been any slowdown, work stoppage, material labor dispute or union organizing activity, or any similar activity or dispute, affecting the Subsidiaries. No employee 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 Seller Entity has been granted 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 right to continued employment by any Seller Entity Knowledge of the Seller, threatened or reasonably anticipated relating to any compensation following termination labor, safety or discrimination matters involving any Subsidiary employee, including, without limitation, charges of employment with the Seller Entitiesunfair labor practices or discrimination complaints.
(d) To the Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth listed in Section 2.20(dPart 2.19(d) to of the Disclosure Schedule, the Seller and the Subsidiaries have at all amounts required by times been in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours and employment-related withholding and welfare and pension contributions. There are no pending or, to the Knowledge of the Seller, threatened or reasonably anticipated material claims or Proceedings against the Seller or any statute, insurance policy, or other governmental body or agreement to be paid into Subsidiary under any workmenworker’s compensation loss policy or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as requiredlong-term disability policy.
(e) Except as set forth in Section 2.20(e) To the Knowledge of the Seller, no officer or director of the Seller nor any Subsidiary employee is obligated under any Contract or subject to the Disclosure Scheduleany judgment, there is no employment-related Proceeding decree, or order of any kindcourt or other Governmental Body that would interfere with such Person’s efforts to promote the interests of the Seller or that would interfere with the business of the Seller or any Subsidiary. Neither the execution nor the delivery of this Agreement, pending nor the carrying on of the business of the Seller or threatened a Subsidiary as presently conducted nor any activity of such officer, director or Subsidiary employees in any forum, relating to an alleged violation connection with the carrying on of the business of the Seller or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; andSubsidiary as presently conducted will, to the Knowledge of Sellersthe Seller, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part conflict with, result in a breach of the Seller Entities for terms, conditions or provisions of, or constitute a default under, any Contract under which any of such violation officer, director or breachSubsidiary employee is now bound.
(f) Section 2.20(f) to the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRA, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) of the Code) who are in the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA election.
Appears in 1 contract
Employee and Labor Matters. (a) Section 2.20(a) The Company has made available to the Disclosure Schedule contains Parent a true and complete and accurate list of each of the senior executives of the HOB Entities and sets forth all employment contractsremuneration received or to be received from, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence paid or layoff status and similar agreements to which any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunder, and to the Knowledge of Sellersbe paid by, the counterparties to Company, or on behalf of, each such agreements are not executive in default thereunderthe current fiscal year.
(b) No Seller Entity has any outstanding Liability for payment of The HOB Entities are each in compliance in all material respects with all applicable Laws respecting employment, except where such failure to comply would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The HOB Entities have withheld in all material respects all amounts required by Law or by agreement to be withheld from the wages, vacation or sick pay (whether accrued or otherwise, salaries, bonusesand other payments to Company Employees, pensionscontractors or consultants; and no HOB Entity is liable in any material respect for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. To the Knowledge of the Company, contributions no HOB Entity is liable for any payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as set forth on Schedule 5.21, there are no material pending claims against any HOB Entity under any employee benefit plans workers compensation plan or policy or for long-term disability. Except as set forth on Schedule 5.21, there are no actions, suits, claims, administrative charges, labor disputes, unfair labor practice charges or grievances pending or, to the Knowledge of the Company, threatened in writing, between any other compensationHOB Entity and any of their respective Company Employees (including former employees and applicants) which would be reasonably likely to result in a Material Adverse Event. No work stoppage or labor strike against any HOB Entity is pending, current or deferredto the Knowledge of the Company, under threatened or reasonably anticipated. To the Knowledge of the Company, no activities or proceedings of any labor union are underway, planned or threatened to organize any of the Company Employees. Except as set forth on Schedule 5.21, neither the Company nor any of its Subsidiaries is presently, or, to the Knowledge of the Company, has been in the past, a party to, or bound by, any collective bargaining agreement or employment contracts, whether oral or written, based upon or accruing union contract with respect to those services of the current employees or any former employees performed prior Company Employees and no collective bargaining agreement is being currently negotiated with respect to the Closing Date except for any payment due for the current payment or contribution periodCompany Employees.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(d) To the Knowledge of Sellersthe Company, there are no workmen’s compensation current Company Employee is a party to or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to the Disclosure Schedule, all amounts required is bound by any statuteconfidentiality agreement, insurance policy, non-competition agreement or other governmental body or agreement contract (with any Person other than any HOB Entity) outside the ordinary course of business that would reasonably be expected to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into adversely effect the performance by such fund or account as required.
(e) Except as set forth in Section 2.20(e) to the Disclosure Schedule, there is no employment-related Proceeding employee of any kind, pending of his duties or threatened in any forum, relating to responsibilities as an alleged violation or breach by any Seller Entity (or its managers, officers or directors) employee of any Law HOB Entity or Contract; and, to the Knowledge of Sellers, no employee business or agent operations of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation or breachHOB Entity.
(f) Section 2.20(f) to the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRA, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) of the Code) who are in the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA election.
Appears in 1 contract
Samples: Merger Agreement (Live Nation, Inc.)
Employee and Labor Matters. (a) Section 2.20(a4.16(a) of the Company Disclosure Schedule accurately sets forth, with respect to each employee of the Company and each of its subsidiaries (including any employee 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; (ii) such employee's title; (iii) such employee's annualized compensation as of the date of this Agreement; (iv) each Plan (as defined in Section 4.17 hereof) in which such employee participates or is eligible to participate; and (v) any Governmental Authorization that is held by such employee and that is used in connection with the Company's business or its subsidiaries' business.
(b) Section 4.16(b) of the Company Disclosure Schedule contains a complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance individuals who are currently performing services for the Company or change any of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including its subsidiaries and are classified as "consultants" or "independent contractors," and the respective compensation of each Person on leave such "consultant" or "independent contractor."
(c) Neither the Company nor any of absence or layoff status and similar agreements to which any Seller Entity its subsidiaries is a Party on party to or bound by any employment agreement or any union contract, collective bargaining agreement or similar Contract, or any other Contract to provide severance payments or benefits to any employee upon termination of employment.
(d) Neither the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all Company nor any of its obligations thereunder subsidiaries has ever been a party to or bound by any Contract that creates or grants to any Person, or provides for the creation or grant of, any stock appreciation right, phantom stock right or similar right or interest.
(e) The employment of each of the Company's and any of its subsidiaries' employees is terminable by the Company or its subsidiaries, respectively, at will without any penalty or severance obligation to Company or its subsidiaries. The Company has delivered to Acquiror accurate and complete copies of all employee manuals and handbooks, policy statements and employment agreements relating to the employment of the current employees of the Company.
(f) To the Knowledge of the Company (i) no employee of the Company or any of its subsidiaries intends to terminate his or her employment with the Company or such subsidiary and neither the Company nor any of its subsidiaries has a present intention to terminate the employment of any employee; (ii) to the Company's Knowledge, no employee of the Company or any of its subsidiaries has received in the last two (2) years, nor is currently considering, an offer to join a business that likely would be competitive with the Company's business; and (iii) no employee of the Company or any of its subsidiaries is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that likely would have an adverse effect on (A) the performance by such employee of any of his or her duties or responsibilities as an employee of the Company or any of its subsidiaries, or (B) the Company's business or operations.
(g) To the Company's Knowledge, no employee who is a party to any proprietary information, confidentiality, noncompetition, employment or similar agreement with any third party is in breach of such agreement.
(h) Neither the Company nor any of its subsidiaries has engaged, or ever been engaged, in any unfair labor practice (as defined under the National Labor Relations Act or any comparable law in any jurisdiction outside the United States of America). There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting the Company or any of its subsidiaries or any of their employees while employed by the Company and such subsidiaries. There is not in default thereundernow pending, and to the Knowledge of Sellersthe Company no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute, nor has any event occurred, nor does any condition or circumstance exist, that likely would 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. Company and its subsidiaries have complied in all material respects with all contractual obligations and Legal Requirements relating to the employment of individuals, immigration, equal employment opportunity, nondiscrimination, wages (including but not limited to the proper classification of as exempt or non-exempt and the payment of any overtime), worker classifications (including proper classification of any independent contractors or consultants), hours, benefits, collective bargaining, the counterparties to such agreements are not in default thereunder.
(b) No Seller Entity has any outstanding Liability for payment of wagessocial security and similar Taxes, vacation or sick pay occupational safety and health, workers' compensation, leaves of absence, and layoffs and plant closing (whether accrued or otherwiseincluding but not limited to any obligations under the Worker Readjustment and Notification Act, salaries, bonuses, pensions, contributions under any employee benefit plans 29 U.S.C. Section 2101 or any other compensation, current or deferred, under comparable law in any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services jurisdiction outside the United States of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution period.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(d) To the Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller EntityAmerica). Except as set forth in Section 2.20(d) Company Disclosure Schedule 4.16(h), there has not been, there is not presently existing, and to Company's Knowledge there is not threatened any Proceeding against or affecting Company or its subsidiaries relating to the Disclosure Schedulealleged violation of any contractual obligation or Legal Requirement pertaining to labor relations or employment matters, all amounts required including any charge or complaint filed by any statutean employee or union with the National Labor Relations Board, insurance policythe Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or any other governmental body labor or agreement to be paid into any workmen’s compensation loss employment dispute or reserve fund, collateral fund, sinking fund litigation against or similar account have been duly paid into such fund affecting Company or account as requiredits subsidiaries.
(ei) Except as set forth in Section 2.20(e) to the Disclosure Schedule, there is no employment-related Proceeding of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no Each employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation Company and its subsidiaries is in compliance with all applicable visa and work permit requirements. No visa or breach.
(f) Section 2.20(f) to the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRA, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) work permit held by an employee of the Code) who are in Company or any of its subsidiaries will expire during the COBRA election six month period with respect to a Seller Benefit Plan but who have not yet made a COBRA electionbeginning at the date of this Agreement.
Appears in 1 contract
Employee and Labor Matters. (a) Section 2.20(a) to Part 2.18 of the Disclosure Schedule contains accurately sets forth, with respect to each employee of the Seller (including any employee who is on a complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or on layoff status status): (i) the name and similar agreements 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 which any Seller Entity is a Party on services performed in 2001 and with respect to services performed in 2002; (iii) such employee's annualized compensation as of the date hereof. All of this Agreement; (iv) the number of hours of sick-time which such agreements are in full force employee has accrued as of the date hereof and effect the aggregate dollar amount thereof; and each Seller Entities are in compliance with all (v) the number of its obligations thereunder hours of vacation time which such employee has accrued as of the date hereof and is not in default thereunder, and to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunderaggregate dollar amount thereof.
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services Part 2.18 of the current employees Disclosure Schedule accurately identifies each former employee of the Seller who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits from the Seller relating to such former employees performed prior to employee's employment with the Closing Date except for any payment due for Seller; and Part 2.19 of the current payment or contribution periodDisclosure Schedule accurately describes such benefits.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(d) To the Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to the Disclosure Schedule, all amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(e) Except as set forth in Section 2.20(e) to Part 2.18 of the Disclosure Schedule, there the Seller is no employment-related Proceeding 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 agreement or similar Contract.
(d) The employment of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part employees of the Seller Entities for is terminable by the Seller at will and no employee is entitled to severance pay or other benefits following termination or resignation, except as otherwise provided by law. Xxxxxxxxx and the Seller have delivered to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of the Seller.
(e) To the best of the knowledge of the Seller and Xxxxxxxxx: (i) no employee of the Seller intends to terminate his employment; (ii) no employee of the Seller has received an offer to join a business that may be competitive with the business of the Seller; and (iii) no employee of the Seller is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that may have an adverse effect on (A) the performance by such violation employee of any of his duties or breachresponsibilities as an employee of the Seller or as an employee of the Purchaser, or (B) the business of the Seller or the Purchaser.
(f) Section 2.20(f) to The Seller is not 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 the Disclosure Schedule sets forth a complete list Seller or any of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRAits employees, and (ii) all employeesno Person has threatened to commence any such slowdown, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) of the Code) who are in the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA electionwork stoppage, labor dispute or union organizing activity or any similar activity or dispute.
Appears in 1 contract
Samples: Asset Purchase Agreement (Raindance Communications Inc)
Employee and Labor Matters. (a) Section 2.20(aSchedule 3.17(a) to the Disclosure Schedule contains a complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which any either Seller Entity is a Party party on the date hereof. All such agreements are in full force and effect and each Seller Entities Sellers are in compliance with all of its their obligations thereunder and is are not in default thereunderthereunder except where such non-compliance of default could be expected to have a Material Adverse Effect, and to the Knowledge of Sellers’ Knowledge, the counterparties to such agreements are not in default thereunder.
(b) No Seller Entity has Schedule 3.17(b)(i) sets forth a list of the name, job title or description, date of hire and current base salary or hourly rate of each person currently employed by Sellers (“Current Employee”), including each person on leave of absence or layoff status. Sellers will not, on the Closing Date, have any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise), salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees Current Employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution periodperiod or for any wages which will be paid with proceeds received on the Closing Date and such payments are set forth on Schedule 3.17(b)(ii). Sellers have not, because of past practices, established any rights on the part of Current Employees or any former employees to receive additional compensation with respect to any period before or after the Closing Date.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(d) To the Knowledge of Sellers, there are Sellers have no workmen’s compensation or worker’s compensation claims, known or unknown, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to the Disclosure Schedule, all All amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(ed) Except as set forth in Section 2.20(eTo the Sellers’ Knowledge, (i) there are no unfair labor practice complaints pending before the National Labor Relations Board with respect to the Disclosure Schedule, any Current Employees or any former employees; (ii) there is no employment-related Proceeding of any kindlabor strike, dispute, slowdown or stoppage actually pending or threatened in against or affecting Sellers with respect to any forumCurrent Employees or any former employees; (iii) Sellers have not experienced a strike or work slowdown or stoppage or any unfair labor practice complaints or threats of the foregoing; (iv) neither Seller is not a party to or subject to a collective bargaining agreement, memorandum of understanding, settlement agreement, letter of understanding or side letter and no collective bargaining agreement, memorandum of understanding, settlement agreement, letter of understanding or side letter relating to an alleged violation any Current Employee or breach by any Seller Entity former employee is currently being negotiated; and (or its managers, officers or directorsv) of any Law or Contract; andno Proceedings are pending or, to the Knowledge Sellers’ Knowledge, threatened against Sellers with respect to employment and employment practices, terms and conditions of Sellersemployment, no employee or agent and wages and hours of any Seller Entity has committed any act Current Employee or omission giving rise to Liability on the part of the Seller Entities for any such violation or breachformer employee.
(fe) Section 2.20(fSchedule 3.17(e) to the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRAthe State Continuation of Insurance (“SCI”), and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) of the Code) who are in the COBRA SCI election period with respect to a Seller Benefit Plan but who have not yet made a COBRA SCI election.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hemiwedge Industries, Inc)
Employee and Labor Matters. (a) Except as set forth in Section 2.20(a) to 3.18 of the Company Disclosure Schedule contains a complete and accurate list Schedule, none of all employment contracts, consulting agreements, management agreements, retention, severance the Company or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which any Seller Entity the Subsidiaries is a Party on party to any collective bargaining or other labor union Contract applicable to Persons employed by it, no collective bargaining agreement is being negotiated by any of the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunderCompany or the Subsidiaries, and and, to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunder.
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution period.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(d) To the Knowledge of SellersCompany, there are no workmen’s compensation activities or worker’s compensation claims, insured proceedings of any labor union to organize any of the employees of any of the Company or uninsured, applicable to any Seller Entitythe Subsidiaries. Except as set forth in Section 2.20(d) to 3.18 of the Company Disclosure Schedule, (a) each of the Company and the Subsidiaries is in compliance in all amounts required material respects with all applicable Laws relating to employment and employment practices, wages, hours, occupational safety, health standards, severance payments, equal opportunity, payment of social security, national insurance and other Taxes, and terms and conditions of employment, (b) there are no charges with respect to or relating to any of the Company or the Subsidiaries pending, or to the Knowledge of the Company, threatened by or before any statuteGovernmental Entity responsible for the prevention of unlawful or discriminatory employment practices or unfair labor practices, insurance policyand (c) there is no strike, work stoppage, work slowdown, lockout, picketing, concerted refusal to work overtime, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(e) Except as set forth in Section 2.20(e) to the Disclosure Schedule, there is no employment-related Proceeding of any kind, labor activity pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; andor, to the Knowledge of Sellersthe Company, no employee threatened against or agent involving any of the Company or the Subsidiaries currently or within the last three years. All sums due for employee, consultant and independent contractor compensation and benefits, including pension and severance benefits, and all vacation time owing to any employees of any Seller Entity has committed any act of the Company or omission giving rise to Liability the Subsidiaries have been duly and adequately accrued on the part accounting records of the Seller Entities for Company and the Subsidiaries. All individuals characterized and treated by any such violation or breach.
(f) Section 2.20(f) to the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRA, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) of the Code) who Company or the Subsidiaries as consultants or independent contractors are in properly treated as independent contractors under all applicable Laws. All employees of any of the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA electionCompany or the Subsidiaries classified as exempt under the Fair Labor Standards Act or applicable foreign, state and local wage and hour Laws are properly classified.
Appears in 1 contract
Samples: Merger Agreement (Selectica Inc)
Employee and Labor Matters. (a) Section 2.20(a) to None of the Disclosure Schedule contains a complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance Companies or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which any Seller Entity the Subsidiaries is a Party on party to any collective bargaining or other labor union Contract applicable to Persons employed by it, no collective bargaining agreement is being negotiated by any of the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunderCompanies or the Subsidiaries, and and, to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunder.
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution period.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(d) To the Knowledge of SellersCompanies, there are no workmen’s compensation activities or worker’s compensation claims, insured proceedings of any labor union to organize any of the employees of any of the Companies or uninsured, applicable to any Seller Entitythe Subsidiaries. Except as set forth in Section 2.20(d) to 3.18 of the Company Disclosure Schedule, (a) each of the Companies and the Subsidiaries is in compliance in all amounts required material respects with all applicable Laws relating to employment and employment practices, wages, hours, occupational safety, health standards, severance payments, equal opportunity, payment of social security, national insurance and other Taxes, and terms and conditions of employment, (b) there are no charges with respect to or relating to any of the Companies or the Subsidiaries pending, or to the Knowledge of the Companies, threatened by or before any statuteGovernmental Entity responsible for the prevention of unlawful or discriminatory employment practices or unfair labor practices, insurance policyand (c) there is no strike, work stoppage, work slowdown, lockout, picketing, concerted refusal to work overtime, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(e) Except as set forth in Section 2.20(e) to the Disclosure Schedule, there is no employment-related Proceeding of any kind, labor activity pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; andor, to the Knowledge of Sellersthe Companies, no employee threatened against or agent involving any of the Companies or the Subsidiaries currently or within the last three years. All sums due for employee, consultant and independent contractor compensation and benefits, including pension and severance benefits, and all vacation time owing to any employees of any Seller Entity has committed any act of the Companies or omission giving rise to Liability the Subsidiaries have been duly and adequately accrued on the part accounting records of the Seller Entities for any such violation or breach.
(f) Section 2.20(f) Companies and the Subsidiaries. Except to the Disclosure Schedule sets forth extent a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant failure to COBRA, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) correctly characterize or treat would not result in material liability to any of the Code) who Companies or the Subsidiaries, all individuals characterized and treated by any of the Companies or the Subsidiaries as consultants or independent contractors are properly treated as independent contractors under all applicable Laws. Except to the extent a failure to correctly classify would not result in material liability to any of the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA electionCompanies or the Subsidiaries, all employees of any of the Companies or the Subsidiaries classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are properly classified.
Appears in 1 contract
Samples: Merger Agreement (Selectica Inc)
Employee and Labor Matters. (a) Section 2.20(a) to the Disclosure Schedule contains a complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunder, and to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunder.
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution period.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(d) To the Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d3.20 of the Disclosure Schedule (a) the Company and its Subsidiaries are in material compliance with all applicable Laws regarding employment and employment practices; (b) to the Disclosure Schedule, all amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(e) Except as set forth in Section 2.20(e) to the Disclosure ScheduleSellers’ Knowledge, there is no employment-related Proceeding unfair labor practice charge or complaint against the Company or any of any kindits Subsidiaries pending before the National Labor Relations Board; (c) there is no labor strike, pending slowdown, work stoppage or threatened lockout in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; andeffect or, to the Knowledge Sellers’ Knowledge, threatened against the Company or any of Sellersits Subsidiaries, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on and the part of the Seller Entities for Company and its Subsidiaries have not experienced any such violation labor strike, slowdown, work stoppage or breach.
lockout since the date that is three (3) years prior to the date hereof; (d) there is no charge or complaint pending or, to the Sellers’ Knowledge, threatened against the Company or any of its Subsidiaries before the Equal Employment Opportunity Commission or any similar state, local or foreign agency responsible for the prevention of unlawful employment practices; (e) neither the Company nor any of its Subsidiaries is party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority with respect to employees or employment practices; (f) Section 2.20(fthe Company and its Subsidiaries will not have any obligation under any Company Benefit Plan or severance policy, agreement, plan or program as a result of the transactions contemplated hereunder; (g) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement; and (h) the Company and its Subsidiaries are in compliance in all material respects with their respective obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (“WARN Act”). Section 3.20 of the Disclosure Schedule Schedules sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan the name and current annual salary (or rate of pay) and other compensation now payable by the Company and its Subsidiaries to each officer, employee, independent contractor or consultant of the Company and its Subsidiaries whose annual compensation is in excess of $250,000, (ii) any material increase to become effective after the date of this Agreement in the total compensation or rate of total compensation payable by the Company or any Subsidiary to each individual listed pursuant to COBRAclause (i), and (iiiii) all employeespresently outstanding loans and advances (other than routine travel and expense advances to be repaid or formally accounted for within 60 days) made by the Company or any Subsidiary to, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) or made to the Company or any Subsidiary by, any director, officer, employee, independent contractor or consultant of the Code) who are in the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA electionCompany or any Subsidiary.
Appears in 1 contract
Employee and Labor Matters. (a) Section 2.20(a) to Part 2.16 of the Disclosure Schedule contains accurately sets forth, with respect to each employee of Skatron (including any employee of Skatron who is on a complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or on layoff status status): (i) the name, date of birth and similar agreements to which any Seller Entity is a Party on the date hereofas of which such employee was originally hired by Skatron or any predecessor Entity of Skatron; (ii) such employee's title; (iii) the aggregate 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 Skatron with respect to services performed in Skatron 's most recent fiscal year; (iv) such employee's annualized compensation as of the date of this Agreement; and (v) each Benefit Plan in which such employee participates or is eligible to participate.
(b) Except as set forth in Part 2.16 of the Disclosure Schedule, Skatron is not a party to or bound by, and Skatron has not ever been a party to or bound by (i) any employment agreement during the period 1995 through the present, or (ii) any union contract, collective bargaining agreement or similar Contract.
(c) The employment of each of Skatron's employees subject only to the requirements of the collective bargaining agreement identified in Part 2.16 of the Disclosure Schedule and the requirements mandated by applicable laws. All such agreements are Skatron has delivered to the Purchaser accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of Skatron. Skatron has complied at all times with applicable labor laws and regulations and with the provisions of applicable collective bargaining agreements.
(d) Except as set forth in full force Part 2.16 of the Disclosure Schedule, Skatron is not engaged, and effect and each Seller Entities are Skatron has not ever been engaged, in compliance with all 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 Skatron or any of its obligations thereunder and employees. There is not in default thereundernow pending, and to the Knowledge of Sellersthe Principal Stockholders, the counterparties no Person has threatened to commence, any such agreements are not in default thereunder.
(b) No Seller Entity has any outstanding Liability for payment of wagesslowdown, vacation work stoppage, labor dispute or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans union organizing activity or any other compensationsimilar activity or dispute. No event has occurred, current and no condition or deferredcircumstance exists, under that might directly or indirectly give rise to or provide a basis for the commencement of any collective bargaining such slowdown, work stoppage, labor dispute or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees union organizing activity or any former employees performed prior to the Closing Date except for any payment due for the current payment similar activity or contribution perioddispute.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(d) To the Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to the Disclosure Schedule, all amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(e) Except as set forth in Section 2.20(e) to the Disclosure Schedule, there is no employment-related Proceeding of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation or breach.
(f) Section 2.20(f) to the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRA, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) of the Code) who are in the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA election.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Molecular Devices Corp)
Employee and Labor Matters. (a) Section 2.20(a) to the Disclosure Schedule contains a complete and accurate list There is no strike, walkout, lockout, work stoppage or other similar event organized by any employees of all employment contracts, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which personnel affiliated with any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunder, and to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunderTarget Group Company.
(b) No Seller Entity Each Target Group Company has any outstanding Liability for payment of wagescomplied with all applicable Laws and Contracts to which it is a party or by which it or its assets are bound that relates to labor or employment matters, vacation or sick pay (whether accrued or otherwiseincluding, salariesbut not limited to, bonusesthose related to workplace safety, pensionsremuneration, contributions under any employee benefit plans or any other compensation, current working hours, overtime payment and withholding of Taxes and other sums as required by the appropriate Governmental Authorities. There are no existing, pending or deferredthreatened Proceedings, under disputes or claims (other than claims for compensation or benefits in the ordinary course of business) between any collective bargaining Target Group Company and any of employee thereof (including, but not limited to, those relating to employee benefits or employment contractswork-related injuries or medical conditions suffered by any of its employees) and there are no circumstances subsisting that would reasonably be expected to give rise to any such Proceedings, whether oral disputes or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution periodclaims.
(c) No employee of any Seller Entity Each Target Group Company has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment completed all social insurance registrations required under applicable Law with the Seller Entitiescompetent labor and social security authorities. Each Target Group Company has made all mandatory contributions in full to the relevant employee social security funds, unemployment insurance funds, medical insurance funds, pension funds and public housing funds for all of its employees in accordance with applicable Law.
(d) To No Target Group Company will as of the Knowledge Closing Date have any outstanding Liability toward any of Sellersits employees, there are no workmen’s compensation whether arising under Contract, pursuant to applicable Law or worker’s compensation claimsotherwise. Any payments or other benefits an employee of a Target Group Company may be entitled to as a result of or in connection with the execution of this Agreement or the Transaction Documents by the Sellers or the Target Group Companies and/or the performance of their obligations hereunder and thereunder (including, insured but not limited to, any pay-outs, severance or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to the Disclosure Schedule, all amounts required by any statute, insurance policytermination payments, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account benefits) will have been duly paid into such fund or account as required.
(e) Except as set forth and discharged in Section 2.20(e) full prior to the Disclosure Schedule, there is no employment-related Proceeding of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation or breachClosing Date.
(f) Section 2.20(f) to the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRA, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) of the Code) who are in the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA election.
Appears in 1 contract
Employee and Labor Matters. (a) Section 2.20(a) to the Disclosure Except as set forth in Schedule contains a complete and accurate list of all employment contracts3.23, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunder, and a party to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunder.
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining agreement or employment contractsother contract with or commitment to any labor union or association representing any employee of Seller nor does any labor union or collective bargaining agent represent any employees of Seller. No such agreement, whether oral contract or writtenother commitment has been requested by, based upon or accruing is under discussion by management of Seller (or any management group or association of which Seller is a member or otherwise a participant) with respect to those services any group of the current employees or others nor are there any former other current activities known to Seller to organize any employees performed prior of Seller into a collective bargaining unit. There are no pending or, to the Closing Date except for knowledge of Seller, threatened union grievances against Seller as to which there is a reasonable possibility of a material adverse determination. Seller is not engaged in any payment due for unfair labor practice. There is no unfair labor practice complaint pending or, to the current payment or contribution period.
(c) No employee knowledge of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(d) To the Knowledge of SellersSeller, threatened against Seller. Except as disclosed in Schedule 3.23, there are is, and during the past two years there has been, no workmen’s compensation labor strike, dispute, slow-down, union organizing activity or worker’s compensation claimswork stoppage pending or, insured or uninsuredto the knowledge of Seller, applicable to any Seller Entitythreatened against Seller. Except as set forth in Section 2.20(d) to the Disclosure Schedule, all amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(e) Except as set forth in Section 2.20(e) to the Disclosure ScheduleSchedule 3.23, there is are no employment-related Proceeding of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; andor, to the Knowledge knowledge of SellersSeller, threatened charges against Seller or any current or former employee, officer or director of Seller before the Equal Employment Opportunity Commission, or any state or local agency responsible for the prevention of unlawful or discriminatory employment practices. Seller is in compliance with all applicable laws and regulations respecting employment discrimination in employment, occupational safety and health, the Immigration Reform and Control Act of 1986 and wages and hours and Seller has received no employee notice from any governmental entity, any claim, action or agent proceeding involving Seller nor is any investigation or hearing by any such entity threatened in connection with such laws and regulations. All employees of any Seller Entity are authorized for employment by Seller in the United States in accordance with the Immigration and Naturalization Act, as amended, and regulations promulgated under that statute. No allegations of immigration-related unfair employment practices have been made with the Equal Employment Opportunity Commission or the Special Counsel for Immigration-Related Unfair Employment Practices. Seller has committed any act or omission giving rise to Liability on completed and retained in accordance with the part Immigration and Naturalization Service regulations a Form I-9 for all employees of Seller. None of the employees currently employed by Seller Entities is authorized for any such violation or breach.
(f) Section 2.20(f) to employment in the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan United States pursuant to COBRA, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) of a nonimmigrant visa which authorizes the Code) who are in the COBRA election period with respect employee to a Seller Benefit Plan but who have not yet made a COBRA electionbe employed by Seller.
Appears in 1 contract
Employee and Labor Matters. (a) Section 2.20(a) Neither the Company nor any Subsidiary is party to, or is otherwise bound by, any collective bargaining agreement or other Contract with a labor organization (collectively, “Labor Agreements”), and, to the Disclosure Schedule contains Knowledge of the Company, there are not any labor unions or other organizations or groups representing, purporting to represent or attempting to represent any Employees nor has there been, to the Knowledge of the Company, any application for certification of a complete collective bargaining agent or other activities, efforts or proceedings of any union or other labor organization to organize any Employees. The Company and accurate list the Subsidiaries have complied in all material respects with the terms of all employment contracts, consulting agreements, management agreements, retention, severance or change any Labor Agreement.
(b) Each of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status the Company and similar agreements to which any Seller Entity the Subsidiaries: (i) is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all requirements of Applicable Laws with respect to employment, employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, benefits, collective bargaining and Labor Agreements, the payment of social security and similar taxes, worker classification, occupational safety and health, termination of employment or services, plant closing, employee classification, wages, hours and other labor-related matters, (ii) has not engaged in any unfair labor practices and (iii) has no Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for any Employee (other than routine payments to be made in the normal course of business and consistent with past practice), except as would not, individually or in the aggregate, reasonably be expected to result in a material Liability to the Company and the Subsidiaries. The Company and each Subsidiary have maintained records that are up-to-date and accurate in all material respects regarding employment of each of its obligations thereunder Employees (including, without limitation, details of terms of employment, payments of salaries, tax and social insurance funds contributions, disciplinary and health and safety matters) and any termination of employment.
(c) As of the date of this Agreement, there is no Proceeding, labor dispute, audit or grievance pending or, to the Knowledge of the Company, threatened with respect to the Company or any Subsidiary relating to any employment Contract, compensation, wages and hours, leave of absence, plant closing notification, employment, privacy right, labor dispute (including relating to any Labor Agreement), workers’ compensation policy, long-term disability policy, safety, retaliation, immigration or discrimination matter involving any Participants, including charges of unfair labor practices or harassment complaints, except as would not, individually or in the aggregate, reasonably be expected to result in a material Liability to the Company and the Subsidiaries. There is not in default thereunderpresently pending or existing, and to the Knowledge of Sellersthe Company, the counterparties to such agreements are there is not in default thereunder.
(b) No Seller Entity has threatened, any outstanding Liability for payment of wagesstrike, vacation lockout, slowdown, picketing, work stoppage, or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution period.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entitiesgrievance process.
(d) To The Seller, the Knowledge Company and each Subsidiary have properly classified for all purposes (including for all Tax purposes and for purposes of Sellersdetermining eligibility to participate in any employee benefit plan) all Participants, there are no workmen’s compensation or worker’s compensation claimsand the Seller, insured or uninsuredthe Company and each Subsidiary have withheld and paid over all applicable Taxes and made all appropriate filings in connection with services provided by the Participants, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to the Disclosure Schedule, all amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as requiredapplicable.
(e) Except Neither the Company nor any Subsidiary has, since January 1, 2012), effectuated (a) a “plant closing” as set forth defined in Section 2.20(e) to the Disclosure Schedule, there is no employment-related Proceeding of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity WARN Act (or its managersany similar state, officers local or directorsforeign law) affecting any site of employment or one or more facilities or operating units within any Law site of employment or Contract; andfacility or (b) a “mass layoff” as defined in the WARN Act (or any similar state, to the Knowledge local or foreign law) affecting any site of Sellers, no employee employment or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation or breachfacility.
(f) Section 2.20(f) to the Disclosure Schedule sets forth a complete list The execution of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRAthis Agreement does not, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) the consummation of the Codetransactions contemplated hereunder will not, either alone or in conjunction with any other event, result in or give rise to any obligation to notify, consult with or obtain the consent or approval of any Employee, union, works council, or other employee representative.
(g) There is no person employed or engaged by the Company or any Subsidiary who are is not wholly engaged in the COBRA election period with respect business undertaken by the Company and the Subsidiaries. No Employee is seconded to any affiliate of the Parent other than the Company and the Subsidiaries. No person who works in the business undertaken by the Company and the Subsidiaries is employed or engaged by any affiliate of the Parent that is not the Company or a Seller Benefit Plan but who have not yet made a COBRA electionSubsidiary.
Appears in 1 contract
Samples: Stock Purchase Agreement (White Mountains Insurance Group LTD)
Employee and Labor Matters. (a) Section 2.20(a3.16(a) to of the Company Disclosure Schedule contains a complete and accurate list of all employment contractsEmployees and directors of the Company as of the date of this Agreement, consulting agreementssetting forth for each Employee: his or her position or title, management agreementswhether classified as exempt or non-exempt for wage and hour purposes, whether paid on a salary, hourly or commission basis and the employee’s actual annual base salary or rates of compensation, bonus potential, date of hire, notice period, business location, status (i.e., active or inactive and if inactive, the type of leave, such as sick leave or maternity/paternity leave, adoption leave, parental leave or on a fixed term contract and estimated duration) any visa or work permit status and the date of expiration, if applicable and the total amount of bonus, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements other amounts to which any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunder, and to the Knowledge of Sellers, the counterparties be paid to such agreements employee at the Closing or otherwise in connection with the transactions contemplated hereby (including any severance payments and any “double-trigger” payments or similar payments that are not conditioned in default thereunderpart on any event including the consummation of the transactions contemplated hereby).
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services Section 3.16(b) of the current Company Disclosure Schedule contains a complete and accurate list of all of the independent contractors, consultants, temporary employees, leased employees or any former employees performed prior to other agents employed or engaged by the Closing Date except Company and classified by the Company as other than employees, or compensated other than through wages paid by the Company through its payroll department (“Contingent Workers”) as of the date of this Agreement, showing for any payment due for each Contingent Worker such individual’s role in the current payment business, fee or contribution periodcompensation arrangements.
(c) No Except as contemplated by this Agreement, to the knowledge of the Company, (i) no key employee has given or received notice to terminate his or her employment or service arrangement with the Company and to the knowledge of the Company, no facts exist suggesting that any Seller Entity has been granted key employee is likely to leave employment and (ii) in the right to continued employment by any Seller Entity or to any compensation following termination of past twelve (12) months no key employee’s employment with the Seller EntitiesCompany has been terminated for any reason.
(d) To With respect to the Knowledge Business and the Employees, (i) there is no, and has not in the last three years been, any collective bargaining or recognition agreement or similar labor agreement in effect with respect to the Employees and no such agreement is anticipated to be entered into and there is not, and has not in the last three years been, any labor strike, work stoppage or lockout pending or, to the knowledge of Sellersthe Company, threatened, against Parent or the Company, (ii) to the knowledge of the Company, no union organizational campaign is in progress and no question concerning representation exists, (iii) there are no workmen’s compensation pending charges against Parent, the Company or worker’s compensation claimsany Employee or former employee of Parent or the Company employed in the Business, insured in each case, before the Equal Employment Opportunity Commission or uninsuredany other Governmental Entity responsible for the prevention of unlawful employment practices, applicable (iv) from January 1, 2013 through the date of this Agreement, Parent has not received written notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct any Seller Entity. Except as set forth in Section 2.20(d) material investigation with respect to the Disclosure Schedule, all amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(e) Except as set forth in Section 2.20(e) to the Disclosure Schedule, there is no employment-related Proceeding of any kind, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; Employees and, to the Knowledge knowledge of Sellersthe Company, no employee such investigation is in progress, (v) the Company has properly classified the Employees and Contingent Workers as exempt or agent non-exempt for the purposes of all wage and hour Laws, including the Fair Labor Standards Act, U.S. state and local wage and hour Laws and is otherwise in material compliance with such Laws, except as would not be expected to result, individually or in the aggregate, in any Seller Entity material Liability to Purchaser or the Business and (vi) within the last year, the Company has committed not experienced a “plant closing,” “business closing,” or “mass layoff” as defined in the Worker Adjustment and Retraining Notification Act, a “redundancy” as defined in the Employment Rights Axx 0000 or any act similar state, local or omission giving rise to Liability on foreign law or regulation (collectively, the part “WARN Act”) affecting any site of employment of the Seller Entities for Company or one or more facilities or operating units within any such violation site of employment or breachfacility.
(f) Section 2.20(f) to the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRA, and (ii) all employees, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) of the Code) who are in the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA election.
Appears in 1 contract
Samples: Asset Purchase Agreement (Albany Molecular Research Inc)
Employee and Labor Matters. (a) Section 2.20(a) to None of the Disclosure Schedule contains a complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance Corporation or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and Subsidiaries is not in default thereunderparty to any collective bargaining agreement or other labor union contract applicable to Employees of the Corporation or its Subsidiaries and, and to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunder.
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution period.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(d) To the Knowledge of SellersCorporation, there are no workmen’s compensation not any activities or worker’s compensation claims, insured or uninsured, applicable proceedings of any labor union to organize any Seller Entitysuch Employees. Except as set forth in Section 2.20(d3.18(a) to of the Disclosure ScheduleSchedules, the Corporation and its Subsidiaries are in compliance in all amounts required by any statutematerial respects with all applicable laws relating to employment and employment practices, insurance policyemployment discrimination, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fundwages, collateral fundhours and terms and conditions of employment, sinking fund or similar account have been duly paid into such fund or account as required.
(e) including obligations under the Worker Adjustment Retraining and Notification Act of 1988, the Fair Labor Standards Act. Except as set forth in on Section 2.20(e3.18(a) of the Disclosure Schedules, there are no charges or complaints with respect to or relating to the Disclosure ScheduleCorporation or any of its Subsidiaries pending before the Equal Employment Opportunity Commission, there the Occupational Safety and Health Administration, or any other Governmental Entity responsible for the prevention of unlawful employment practices. There is no employment-related Proceeding Action by or on behalf of any kindEmployee, prospective Employee, labor organization or other representative of the Corporation’s or any of its Subsidiaries’ Employees pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; andor, to the Knowledge of Sellersthe Corporation, no employee threatened in writing. Neither the Corporation nor any of its Subsidiaries is a party to, or agent of otherwise bound by, any Seller consent decree with, or citation by, any Governmental Entity has committed any act relating to Employees or omission giving rise to Liability on the part of the Seller Entities for any such violation or breachemployment practices.
(fb) Section 2.20(f) to The Governing Documents of the Disclosure Schedule sets forth a complete list Corporation and its Subsidiaries provide the sole source of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRAindemnification or exculpation in favor of the current or former directors, and (ii) all employeesofficers, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) agents of the Code) who are in the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA electionCorporation or any of its Subsidiaries.
Appears in 1 contract
Samples: Stock Purchase Agreement (Walter Investment Management Corp)
Employee and Labor Matters. (a) Section 2.20(aSchedule 4.1.17(a) lists, with respect to the Disclosure Schedule contains a complete and accurate list each employee employed by Sellers as of all employment contracts, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which any Seller Entity is a Party on the date hereof. All , such agreements are in employee’s name, position, classification as exempt or non-exempt under the Fair Labor Standards Act, current annual salary or hourly rate of pay (together with a statement of the full force amount of bonuses, commissions and effect base salary or wages paid to such employee during the calendar year ended December 31, 2009 and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunderthe period from January 1, 2010 to October 31, 2010), and any other perquisites provided to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunderemployee.
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution period.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(d) To the Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to the Disclosure Schedule, all amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(e) Except as set forth in Section 2.20(e) Schedule 4.1.17(b), the Sellers are not party to or bound by any collective bargaining agreement, and no labor unions or other organizations are representing, purporting to represent or attempting to represent any employees employed in the Disclosure Scheduleoperation of the Business. There has not occurred or been threatened any material strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any employees employed in the operation of the Business. There are no labor disputes currently subject to any grievance Proceedings and there is no employment-related Proceeding representation petition pending or, to the Knowledge of the Sellers, threatened with respect to any kindcurrent or former employees of the Sellers.
(c) Except as set forth in Schedule 4.1.18(f), pending the Sellers have complied in all material respects with all provisions of Applicable Law pertaining to the employment of employees, employee relations or threatened in any forumlabor matters, including all such Applicable Laws relating to an alleged violation equal employment, fair employment practices, entitlements, compensation, overtime, work during rest days, pay slips, payments to employee organizations, severance benefits, vacation time or breach by any Seller Entity (pay, pension benefits, termination, claims for employment discrimination, harassment or its managerswrongful discharge, officers or directors) of any Law other similar employment practices or Contract; andacts. There are no Proceedings pending or, to the Knowledge of Sellers, no threatened against Sellers brought by or on behalf of any applicant for employment or any current or former employee, or any class of the foregoing, relating to any such Applicable Laws or alleging breach of any express or implied contract of employment, of any Applicable Law governing employment or the termination thereof, or of any other discriminatory, wrongful or tortious conduct in connection with the Sellers’ relationship with any current or former employee.
(d) Any individual performing services for a Seller who has been classified as an independent contractor, as an employee of some other entity whose services are leased to a Seller, or agent as any other non-employee category (collectively “Service Providers”) has been correctly so classified and is in fact not a common law employee of a Seller. Sellers have not received any claim that an employer-employee relationship exists between a Seller and any such Service Providers by any Governmental Authority, and Sellers have not had to withhold or pay any amount in connection therewith. Schedule 4.1.17(d) lists all Service Providers of any Seller Entity that have performed services for such Seller during the period between January 1, 2010 and November 30, 2010 and the amounts paid to each Service Provider during such 11-month period.
(e) Each Seller has committed any act or omission giving rise in its files a Form I-9 that is validly and properly completed in accordance with Applicable Law for each employee with respect to Liability on the part of the Seller Entities for any whom such violation or breachform is required by Applicable Law.
(f) Section 2.20(fThroughout the past three (3) years, except as may arise from the consummation of the Contemplated Transactions, Sellers have not engaged in any plant closing, workforce reduction or other action related to any employee which has resulted or would be reasonably expected to result in liability under the Disclosure Schedule sets forth Worker Adjustment and Retraining Notification Act of 1988, or under any comparable law or regulation of a complete list of (i) those individuals currently receiving continuation coverage under state or a Seller Benefit Plan pursuant to COBRAforeign jurisdiction, and (ii) all employees, former employees and “qualified beneficiaries” (as has not issued any notice that any such term action is defined under Section 4980B(g)(1) of the Code) who are to occur in the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA electionfuture.
Appears in 1 contract
Employee and Labor Matters. (a) Section 2.20(a) to the Disclosure Schedule The Data Room contains a true, correct and complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance or change every Corporation Employee as of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which any Seller Entity is a Party on the date hereof. All such agreements are in full force of this Agreement and effect and each Seller Entities are in compliance with all any future employee of the Corporation or its Subsidiaries to whom the Corporation or any of its obligations thereunder and is not Subsidiaries has made an offer of employment as of the date of this Agreement, in default thereunder, and to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunder.
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing each case setting out with respect to those services of the each such individual, whether actively at work or not (and expected return to work date if known), current employees annual base salary or any former employees performed prior to the Closing Date except for any payment due for the current payment wage rate (as applicable), target commission or contribution period.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity bonus, material perquisites, title or to any compensation following termination position, status as full-time or part-time, location of employment with (city and state or province), employing entity, start date (or expected start date), whether such individual is on a time limited visa, work permit or similar authorization, and whether such individual is classified as exempt or non-exempt (if applicable) in the Seller Entities.
(d) To jurisdiction in which the Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entityindividual works. Except as set forth in Section 2.20(d21(a) of the Corporation Disclosure Letter, no Corporation Employee is employed pursuant to a visa, work permit or similar authorization. To the knowledge of the Corporation, all Corporation Employees and Contractors engaged by the Corporation or any of its Subsidiaries are authorized to work in the jurisdiction in which they are working and have appropriate documentation demonstrating such authorization. To the knowledge of the Corporation, each Person who requires a visa, employment pass or other required permit to work in the jurisdiction in which he/she is working has produced a current visa, employment pass or such other required permit to the Disclosure ScheduleCorporation or its Subsidiaries and possesses all necessary permission to remain in such jurisdiction and perform services in such jurisdiction.
(b) The Corporation and its Subsidiaries are, and since December 31, 2021 have been, in compliance in all amounts required by any statutematerial respects with all terms and conditions of employment and all applicable Laws respecting employment, insurance policyincluding employment standards, labour, human rights, pay equity, accessibility, immigration, workers’ compensation and occupational health and safety, and there are no material outstanding Actions, orders or other governmental body proceedings or, to the knowledge of the Corporation, threatened Actions, orders or other proceedings under any such applicable Law.
(c) All amounts due or accrued for all salaries, wages, bonuses, commissions, vacation with pay, sick days, paid time off, termination and severance pay and benefits under Employee Plans have either been paid or are accurately reflected in the Books and Records or in the books and records of the applicable Subsidiary.
(d) Except as disclosed in Section 21(d) of the Corporation Disclosure Letter, no Corporation Employee has any agreement as to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account severance except as requiredresults from the termination of employment pursuant to applicable Law.
(e) Except as set forth in Section 2.20(e) to the Disclosure ScheduleSince December 31, there is no employment-related Proceeding of any kind2021, pending or threatened in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part each of the Seller Entities Corporation and its Subsidiaries has properly characterized retained individuals as either employees or independent contractors for the purposes of Taxes and applicable Law and none of the Corporation or any of its Subsidiaries has received any written notice from any Governmental Entity or any other Person disputing such violation or breachclassification.
(f) Section 2.20(fNeither the Corporation nor any of its Subsidiaries is a party to any labour, collective bargaining, works council, employee association or similar agreement.
(g) Since December 31, 2021, the Corporation and its Subsidiaries have not experienced any labor strike, dispute, walkout, work stoppage, slowdown, lockout or union organizing activity with respect to any current or former Corporation Employees.
(h) There are no labour disputes pending against or involving the Disclosure Schedule sets forth a complete list Corporation or any of its Subsidiaries, and there have been no such disputes since December 31, 2021. Neither the Corporation nor any of its Subsidiaries are currently engaged in any Unfair Labor Practice (as defined in the National Labor Relations Act or applicable provincial labour Laws in Canada), and there are no material Unfair Labor Practice charges, grievances or complaints pending.
(i) those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant There is not, nor has there been since December 31, 2021, (i) any Action pending or, to COBRAthe knowledge of the Corporation, and threatened in writing by or before any Governmental Entity with respect to the Corporation or any Subsidiary concerning employment-related matters or (ii) all employeesany Action, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) any Action pending or, to the knowledge of the CodeCorporation, threatened in writing against or affecting the Corporation or any of its Subsidiaries brought by any current or former applicant, employee or independent contractor of the Corporation or any of its Subsidiaries.
(j) who There are no material outstanding assessments, penalties, fines, Liens, charges, or surcharges due or owing pursuant to any workplace safety and insurance legislation and neither the Corporation nor any of its Subsidiaries has been reassessed in any material respect under such legislation since December 31, 2021 and, to the COBRA election knowledge of the Corporation, no audit of the Corporation or any of its Subsidiaries is currently being performed pursuant to any applicable workplace safety and insurance legislation.
(k) As of the date of this Agreement, no Corporation Employee has provided written notice to the Corporation or any of its Subsidiaries that he or she intends to resign, retire or terminate his or her employment with the Corporation or any of its Subsidiaries as a result of the transactions contemplated by this Agreement or otherwise within the twelve (12) month period following the date of this Agreement.
(l) To the knowledge of the Corporation, no Corporation Employee (i) is subject to any non-competition, non-solicitation, nondisclosure, confidentiality, employment, consulting or similar agreement with any other Person in material conflict with the present and proposed business activities of the Corporation or any of its Subsidiaries, except agreements between the executive officer or other key employee and the Corporation or any of its Subsidiaries or (ii) is in material violation of any common law nondisclosure obligation or fiduciary duty relating to the ability of such individual to work for the Corporation or any of its Subsidiaries, engage in solicitation activities on behalf of the Corporation and its Subsidiaries in respect to a Seller Benefit Plan but who have not yet made a COBRA electionof third parties, including individuals, customers and suppliers, or the use of trade secrets and proprietary information.
Appears in 1 contract
Samples: Arrangement Agreement (Fusion Pharmaceuticals Inc.)
Employee and Labor Matters. (a) Section 2.20(aNeither the Company nor any of its Subsidiaries is or has ever been a party to or bound by a collective bargaining agreement or other Contract (each, a “Labor Agreement”) with any labor union, labor organization, works council or other employee representative body (each, a “Union”), and no current or former employee of the Company nor any of its Subsidiaries is or has ever been represented by a Union with respect to their employment with the Company or any of its Subsidiaries. There are no material labor disputes currently pending or filed since January 1, 2021 under any formal grievance procedure, arbitration or litigation. There is not pending nor has there been since January 1, 2021, to the Disclosure Schedule contains Company’s Knowledge, threatened, any labor strike, slowdown, lockout, picketing, work stoppage or other labor dispute involving employees of the Company or any of its Subsidiaries, and, to the Company’s Knowledge, no union organizing activities are taking place or have taken place with respect to any employees of the Company or any of its Subsidiaries.
(b) The Company has made available to Parent a complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance employees of the Company or change any of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreementsits Subsidiaries as of the date hereof, including each Person on leave employee’s employing entity, position or title, annualized base salary or hourly wage (as applicable), annual commission opportunity or bonus potential for calendar year 2023, date of absence or layoff status hire, business location (city and similar agreements to which any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunderstate), and to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunder.
(b) No Seller Entity has any outstanding Liability classification as exempt or non-exempt for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution periodwage and hour purposes.
(c) No employee The Company has made available to Parent a complete and accurate list of all natural person independent contractors of the Company or any Seller Entity has been granted of its Subsidiaries as of the right date hereof, showing for each such independent contractor: the engaging entity, nature of services provided, initial date retained to continued employment by any Seller Entity perform services, the anticipated end date of the engagement, the primary location from which services are performed (city and state), a description of the fee or compensation arrangement, average hours worked per week, the total fees paid to any compensation following date in 2023 and total fees paid in 2022; and the extent of notice required for termination of employment with the Seller Entitiesrelationship.
(d) To The Company and its Subsidiaries are, and have been in the Knowledge past four (4) years, in compliance with, in all material respects, all applicable Laws respecting employment and employment practices including, without limitation, all Laws respecting terms and conditions of Sellersemployment, there leave, wage payment, worker classification, wages and hours, child labor, immigration and work authorizations (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar laws (“WARN Act”)), affirmative action, workers’ compensation, health and safety (including related to COVID-19), labor relations, social welfare obligations and unemployment insurance. There are no workmen’s compensation Legal Proceedings pending, or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d) to the Disclosure ScheduleCompany’s Knowledge, all amounts required threatened, against the Company or any of its Subsidiaries (i) asserting that such entity has committed an unfair labor practice within the meaning of the National Labor Relations Act, (ii) relating to the Company's or any of its Subsidiaries’ employment practices or by any statutecurrent or former employee or independent contractor arising out of or in connection with their employment or engagement with the Company or any of its Subsidiaries, insurance policy, or other governmental body or agreement to be paid into any workmen’s compensation loss or reserve fund, collateral fund, sinking fund or similar account and there have been duly paid into no such fund or account as requiredLegal Proceedings referred to in clauses (i) and (ii) in the past four years.
(e) Except as set forth In the past five (5) years, neither the Company nor any of its Subsidiaries have received any written or oral complaint, demand, or notice alleging that any employee or independent contractor of the Company or any of its Subsidiaries has engaged in Section 2.20(e) sexual harassment or sex-based discrimination, or has breached any policy of the Company or any of its Subsidiaries relating to the Disclosure Scheduleforegoing, there is no employmentwhether or not unlawful, nor has any such allegation been investigated, settled or subject to an out-related Proceeding of-court or pre-litigation arrangement or the subject of any kind, pending Legal Proceeding against or threatened in involving the Company or any forum, relating to an alleged violation or breach by any Seller Entity (or of its managers, officers or directors) of any Law or Contract; and, to the Knowledge of Sellers, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on the part of the Seller Entities for any such violation or breachSubsidiaries.
(f) Except as set forth on Section 2.20(f3.12(g) of the Company Disclosure Letter, in the past four (4) years, there has been no “mass layoff,” “employment loss,” or “plant closing” as defined by the WARN Act in respect of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has been affected by any transaction or engaged in any layoffs or employment terminations sufficient in number to the Disclosure Schedule sets forth a complete list trigger application of any such Law.
(g) The Company is and at all relevant times has been in compliance with, in all material respects, (i) COVID-19 related Laws, standards, regulations, orders and guidance (including without limitation relating to business reopening), including those individuals currently receiving continuation coverage under a Seller Benefit Plan pursuant to COBRAissued and enforced by the Occupational Safety and Health Administration, the Centers for Disease Control, the Equal Employment Opportunity Commission, and any other state, local and/or other governmental body; (ii) all employees, former employees and “qualified beneficiaries” the Families First Coronavirus Response Act (as such term is defined under Section 4980B(g)(1) of the Code) who are in the COBRA election period including with respect to a Seller Benefit Plan but who have not yet made a COBRA electioneligibility for tax credits under such Act) and (iii) any other applicable COVID-19 related leave Law, whether state, local or otherwise.
(h) To the Knowledge of the Company, no current employee of the Company or its Subsidiaries is in violation, to the extent that it would be material, of: (i) any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant, or other legal obligation owed to the Company or its Subsidiaries; or (ii) any legal obligation owed to any third party with respect to such person’s right to be employed or engaged by the Company or its Subsidiaries.
Appears in 1 contract
Employee and Labor Matters. (a) Section 2.20(a) to the Disclosure Schedule contains a complete and accurate list of all employment contracts, consulting agreements, management agreements, retention, severance or change of control agreements, confidentiality agreements, non-compete agreements, proprietary rights agreements, including each Person on leave of absence or layoff status and similar agreements to which any Seller Entity is a Party on the date hereof. All such agreements are in full force and effect and each Seller Entities are in compliance with all of its obligations thereunder and is not in default thereunder, and to the Knowledge of Sellers, the counterparties to such agreements are not in default thereunder.
(b) No Seller Entity has any outstanding Liability for payment of wages, vacation or sick pay (whether accrued or otherwise, salaries, bonuses, pensions, contributions under any employee benefit plans or any other compensation, current or deferred, under any collective bargaining or employment contracts, whether oral or written, based upon or accruing with respect to those services of the current employees or any former employees performed prior to the Closing Date except for any payment due for the current payment or contribution period.
(c) No employee of any Seller Entity has been granted the right to continued employment by any Seller Entity or to any compensation following termination of employment with the Seller Entities.
(d) To the Knowledge of Sellers, there are no workmen’s compensation or worker’s compensation claims, insured or uninsured, applicable to any Seller Entity. Except as set forth in Section 2.20(d2.20 of the Disclosure Schedule (a) the Company and its Subsidiaries are in material compliance with all applicable Laws regarding employment and employment practices; (b) to the Disclosure Schedule, all amounts required by any statute, insurance policy, or other governmental body or agreement to be paid into any workmenCompany’s compensation loss or reserve fund, collateral fund, sinking fund or similar account have been duly paid into such fund or account as required.
(e) Except as set forth in Section 2.20(e) to the Disclosure ScheduleKnowledge, there is no employment-related Proceeding unfair labor practice charge or complaint against the Company or any of any kindits Subsidiaries pending before the National Labor Relations Board; (c) there is no labor strike, pending slowdown, work stoppage or threatened lockout in any forum, relating to an alleged violation or breach by any Seller Entity (or its managers, officers or directors) of any Law or Contract; andeffect or, to the Knowledge Company’s Knowledge, threatened against the Company or any of Sellersits Subsidiaries, no employee or agent of any Seller Entity has committed any act or omission giving rise to Liability on and the part of the Seller Entities for Company and its Subsidiaries have not experienced any such violation labor strike, slowdown, work stoppage or breach.
lockout since the date that is three (3) years prior to the date hereof; (d) there is no charge or complaint pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries before the Equal Employment Opportunity Commission or any similar state, local or foreign agency responsible for the prevention of unlawful employment practices; (e) neither the Company nor any of its Subsidiaries is party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority with respect to employees or employment practices; (f) the Company and its ERISA Affiliates will not have any obligation for any change in control, severance or similar payments or benefits under any Company Benefit Plan or severance policy, agreement, plan or program as a result of the transactions contemplated hereunder; (g) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement; and (h) the Company and its Subsidiaries are in compliance in all material respects with their respective obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (“WARN Act”). Section 2.20(f) to 2.20 of the Disclosure Schedule sets forth a complete list of (i) those individuals currently receiving continuation coverage under a Seller Benefit Plan the name and current annual salary (or rate of pay) and other compensation now payable by the Company and its Subsidiaries to each officer, employee, independent contractor or consultant of the Company and its Subsidiaries whose annual compensation is in excess of $250,000, (ii) any material increase to become effective after the date of this Agreement in the total compensation or rate of total compensation payable by the Company or any Subsidiary to each individual listed pursuant to COBRAclause (i), and (iiiii) all employeespresently outstanding loans and advances (other than routine travel and expense advances to be repaid or formally accounted for within 60 days) made by the Company or any Subsidiary to, former employees and “qualified beneficiaries” (as such term is defined under Section 4980B(g)(1) or made to the Company or any Subsidiary by, any director, officer, employee, independent contractor or consultant of the Code) who are in the COBRA election period with respect to a Seller Benefit Plan but who have not yet made a COBRA electionCompany or any Subsidiary.
Appears in 1 contract
