Employee Labor Matters. Except as set forth on Schedule 5.11, (i) none of Borrower, its Subsidiaries nor any of their respective employees is subject to any collective bargaining agreement, (ii) no petition for certification or union election is pending with respect to the employees of any such Person and no union or collective bargaining unit has sought such certification or recognition with respect to the employees of any such Person and (iii) there are no strikes, slowdowns, unfair labor practice complaints, work stoppages or controversies pending or, to the best knowledge of Borrower after due inquiry, threatened between any such Person and its respective employees, other than employee grievances arising in the ordinary course of business which could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
Employee Labor Matters. There are no employees of Seller or any Affiliate thereof at work at the Property for whom Purchaser would have any responsibility following closing.
Employee Labor Matters. (a) Except as otherwise set forth on Schedule 3.11(a), there are no strikes, material labor disputes, unfair labor practice charges, slow-downs or work stoppages pending or, to the Knowledge of Seller, threatened against the Company. The Company is not a party or subject to any collective bargaining agreement covering any Business Employee, nor is any such agreement presently being negotiated.
(b) Schedule 3.11(b)(i) sets forth a list of all Business Employees. Schedule 3.11(b)(ii) sets forth a list of all Company Service Providers. The Company has no employees. Except for the Business Employees and the Company Service Providers, neither Outrigger, the Seller nor any of their Affiliates has any employees or has engaged other natural persons in their individual capacities to provide services to the Company as independent contractors. Except as set forth on Schedule 3.11(b)(iii), the Company is not a party to any employment agreement or any material staffing, consultant, or independent contractor agreements, including any agreements regarding compensation, retention, incentive or other payments potentially payable to any Business Employees who are designated as “Field” (“Field Business Employees”) or Company Service Providers.
(c) The Company is in material compliance with all applicable Laws respecting employment terms and conditions, employment practices, labor relations, including any provisions relating to (i) wages, hours, bonuses, overtime pay, commissions, termination pay, vacation pay, sick pay, any other form of compensation, and classification of employees or contractors for purposes of compensation or otherwise (ii) unlawful, wrongful, retaliatory, harassing, or discriminatory employment or labor practices, (iii) occupational health and safety standards and (iv) immigration and U.S. work authorization, workers’ compensation, disability, unemployment compensation, employee privacy rights, whistleblower Laws, and all other employment Laws.
(d) There are no Claims or Legal Proceedings or Orders pending or, to Seller’s Knowledge, threatened, against Outrigger, Seller or any of its Affiliates by any present or former alleged employee of the Company or natural person engaged individually by the Company as an independent contractor of the Company or by any Business Employee or Company Service Provider, or by any Governmental Authority relating to any present or former alleged employee of the Company or natural person engaged individually by the Company a...
Employee Labor Matters. (a) The Seller is not a party to or bound by any collective bargaining agreement or understanding, and there are no labor unions or other organizations representing or, to Knowledge of the Seller, purporting or attempting to represent any employee of Seller engaged in the Subject Business;
(b) there has not occurred or, to Knowledge of the Seller, been threatened any strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any current or former employee of the Seller engaged in the Subject Business;
(c) To Knowledge of the Seller, the Seller has complied with all applicable provisions of Applicable Law pertaining to the employment or termination of employment of any Person engaged in the Subject Business, including all such Applicable Laws relating to labor relations, equal employment, fair employment practices, entitlements, prohibited discrimination, immigration status, Tax information reporting, Employment and Withholding Taxes or other similar employment practices or acts;
(d) The Seller has not received any notice in writing regarding a current claim against it for (i) overtime pay, wages, salary or bonus, excluding current payroll periods, or (ii) vacation time, excluding time earned in current payroll periods; and
(e) There are no employment agreements in effect between the Seller or an Affiliate and any employee of the Seller, with the exception of “Success Bonuses” or “Stay Bonuses,” or any similar agreements, for selected employees.
Employee Labor Matters. (a) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Wireless Business or the Transferred Assets taken as a whole, each Benefit Plan has been operated and administered in compliance with applicable Laws and with the terms of such Benefit Plan. Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or is the subject of a favorable opinion letter from the Internal Revenue Service on the form of such Benefit Plan and, to the Knowledge of Seller, there are no facts or circumstances that would be reasonably likely to adversely affect the qualified status of any such Benefit Plan.
(b) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Wireless Business or the Transferred Assets taken as a whole, no Benefit Plan is, and neither Seller nor its ERISA Affiliates maintains or contributes to, or has any Liability (actual or contingent) with respect to, (i) a “multiemployer plan” within the meaning of Section 3(37) of ERISA, (ii) a defined benefit pension plan that is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, or (iii) a plan or arrangement that provides for retiree welfare benefits to any Business Employee following his or her termination of employment or service (except as required under Section 4980B of the Code or other applicable Law).
(c) Neither the execution and delivery of this Agreement, nor the consummation of the Transactions, either alone or in combination with another event (whether contingent or otherwise) will result in any “parachute payment” under Section 280G of the Code with respect to any Transferred Employee based solely on payments or benefits promised, paid or provided by Seller or its Subsidiaries or otherwise in respect of services provided to Seller or its Subsidiaries prior to the Closing (and without taking into account any payments or benefits promised, paid or provided by Buyer or its Affiliates).
(d) Neither Seller nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar labor agreement covering any Business Employee. No strike, lockout, organized labor slowdown or work stoppage involving any Business Employee is pending or has occurred since January 1, 2018 or, to the Knowledge of Seller, is threatened. All Business Employees are and have been properly classified...
Employee Labor Matters. (A) None of the Loan Parties, their respective Subsidiaries or their respective employees are subject to any collective bargaining agreement,
(B) no petition for certification or union election is pending with respect to the employees of any such Person and no union or collective bargaining unit has sought such certification or recognition with respect to the employees of any such Person and (C) there are no strikes, slowdowns, unfair labor practice complaints, work stoppages or controversies pending or, to the knowledge of the Loan Parties after due inquiry, threatened between any such Person and its respective employees, other than employee grievances arising in the ordinary course of business that would not (in the case of each of clauses (A), (B) or (C) above) reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
Employee Labor Matters. Seller is not delinquent in payment to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Neither the termination of the employment of any of said employees, nor the consummation of the transactions contemplated hereby will result in any liability to any of said employees for any bonus, accrued sick, vacation or holiday severance or other compensation payments. There are no charges of employment discrimination or unfair labor practices threatened against or involving Seller. No collective bargaining agreement exists and no question concerning representation exists, respecting any group of employees of Seller.
Employee Labor Matters. The Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof and has not received notice from any employee that the Company is delinquent with respect to amounts required to be reimbursed to such employees. Except as set forth in Schedule 3.24.1, upon termination of the employment of any of said employees, neither the Company, Surviving Company nor Parent will by reason of the consummation of the Transactions be liable to any of said employees for so-called “severance pay” or any other payments. The Company does not have any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. The Company is responsible for and has properly accrued or paid or will have accrued or paid in accordance with all applicable laws and the current policies of the Company all amounts due to its employees for vacation, sick leave or other accrued obligations due to its employees for service through the Closing Date.
Employee Labor Matters. (a) Employment Laws. DERMAdoctor has complied, and is in compliance, with all applicable Laws relating to employment, immigration and labor matters, including any provision thereof relating to wages, hours of work, vacation pay, pay equity, employment equity, workers’ compensation, human rights and freedoms, overtime pay, occupational health and safety and conditions of employment.
Employee Labor Matters. (i) Section 5.03(n)(i) of CFC’s Disclosure Schedule sets forth (A) the name, title and total compensation of each officer of CFC and each of its Subsidiaries and each other employee, independent contractor, consultant and agent of CFC and each of its Subsidiaries, (B) all bonuses and other incentive compensation received by such officers, employees, independent contractors, consultants and agents and any accrual for such bonuses and incentive compensation and (C) all contracts, agreements, commitments or arrangements by CFC and each of its Subsidiaries with any of its respective officers, employees, independent contractors, consultants and agents, including those to increase the compensation or to modify the conditions or terms of employment.
(ii) To the knowledge of CFC and Cascade Bank, no officer or director of CFC or any of its Subsidiaries or any employee, independent contractor, consultant or agent of CFC or any of its Subsidiaries is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, non-competition, or proprietary rights agreement, that could (A) adversely affect the performance by a Person performing duties for or on behalf of CFC or any of its Subsidiaries or (B) adversely affect the ability of CFC or any of its Subsidiaries to conduct its business.
(iii) Neither CFC nor any of its Subsidiaries has classified any individual as an “independent contractor” or similar status who, under applicable law, rule or regulation or the provisions of any Benefit Plan, should have been classified as an employee. Neither CFC nor any of its Subsidiaries has any liability for improperly excluding any Person from participating in any Benefit Plan who provides or provided services to CFC or any of its Subsidiaries, in any capacity.
(iv) Except as set forth on Section 5.03(n)(iv) of CFC’s Disclosure Schedule, none of the officers, employees or consultants of CFC or any of its Subsidiaries has informed CFC or such Subsidiary of his or her intent, nor does CFC or Cascade Bank have any knowledge of any of the officers, employees or consultants of CFC or any of its Subsidiaries having an intention, to terminate employment with CFC or any of its Subsidiaries during the next twelve (12) months.
(v) Neither CFC nor any of its Subsidiaries is a party to or is bound by any collective bargaining agreement, contract or other agreement, arrangement or understanding with a labor union or labor organization, nor is CFC or any of its...
