Employee Relations and Agreements. (a) Schedule 5.18 --------------------------------- ------------- contains a true and complete listing, as of a recent date, of all employees of the Companies whose annual base salaries exceed $60,000, their annual base salary and date of hire. Since the Financial Statements Date, except as set forth in Schedule 5.18 or as has occurred in the ordinary course of the Business ------------- and consistent as to timing and amount with past practices, none of Sellers or any of the Companies has: (i) materially increased the compensation payable or to become payable to or for the benefit of any Affected Employees; (ii) provided any Affected Employees with materially increased security or tenure of employment; (iii) materially increased the amount payable to any Affected Employees upon the termination of such persons' employment; or (iv) materially increased, augmented or improved benefits granted to or for the benefit of Affected Employees under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement.
(b) Except as set forth in Schedule 5.18: (i) none of the ------------- Companies is a party to any collective bargaining agreement, and no collective bargaining agreement is the subject of formal negotiations between a Company (or Parent on behalf of a Company) and a union, provided that such formal -------- negotiations shall not be deemed to include ongoing discussions with respect to existing or expired collective bargaining agreements; (ii) no union or similar organization represents employees of any Company and, to the Knowledge of Parent, no question concerning representation exists or has been raised with respect to any of the Affected Employees within the past year, nor to the Knowledge of Parent are there any campaigns being conducted to solicit cards from the Affected Employees to authorize representation by any labor organization; (iii) no present or former director, officer or employee of any Company is a party to any employment or other agreement that entitles him or her to compensation or other consideration upon the acquisition by any Person of control of such Company or as a result of the consummation of the transactions contemplated by this Agreement, whether alone or in conjunction with other events or occurrences; (iv) there is no unfair labor practice charge or complaint pending or, to the Knowledge of Parent, threatened against the Companies; (v) there is no labor...
Employee Relations and Agreements. (a) In connection with the Business, to the Knowledge of Seller, Seller has complied in all material respects with all Requirements of Law relating to employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining and other Requirements of Law, the payment of social security and similar Taxes and occupational safety and health. To the Knowledge of Seller, Seller is not liable for the payment of any Taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Requirements of Law. Schedule 3.16(a) contains a list of all collective bargaining agreements or other agreements with any labor union or other bargaining unit relating to the employees of the Business that Seller is now, and has been, party to during the past three (3) years.
(b) Except as set forth on Schedule 3.16(b), in connection with the Business, (i) within the past five (5) years, there has not been and there is not presently existing, and to the Knowledge of Seller there is not threatened any strike, slowdown, picketing, work stoppage or mass employee grievance process involving Seller; (ii) to the Knowledge of Seller, within the past five (5) years, no event has occurred or circumstance exists that could provide the basis for any strike, slow down, picketing, work stoppage or other mass grievance action; (iii) there is not pending or, to the Knowledge of Seller, threatened against or affecting Seller any material Proceeding relating to an alleged violation of any Requirement of Law pertaining to labor relations or employment matters, including any charge or complaint filed with the National Labor Relations Board or any comparable Governmental Authority, and, to the Knowledge of Seller, there is no organizational activity or other labor dispute against or affecting Seller or the Facilities; (iv) no application or petition for an election of or for certification of a collective bargaining agent is pending; (v) no grievance or arbitration Proceeding exists, or to the Knowledge of Seller, is threatened that would be reasonably likely to have a Material Adverse Effect; (vi) there is no lockout of any employees by Seller, and no such action is contemplated by Seller, (vii) within the past five (5) years, there has been no charge of discrimination filed against Seller with the Equal Employment Opportunity Commission (the “EEOC”) or other Governmenta...
Employee Relations and Agreements. (a) Section 5.19 of the Disclosure Schedule contains a true and complete listing, as of a recent date, of each Business Employee, along with their job location, annual base salary and date of hire. No Xxxxxxx Party is a party to any collective bargaining agreement, union contract or other contract with any labor union, works council or other body representing Business employees.
(b) No union, works council or any other employee representative body represents Business employees and, to the Knowledge of Xxxxxxx, no such organization is attempting (or within the last three years has attempted) to organize such employees. Within the last three years, there has been, no strike, work stoppage, work slowdown, picketing, lockout or other material labor dispute pending or, to the Knowledge of Xxxxxxx, threatened against or involving any Xxxxxxx Party with respect to any Business employee or Person purporting to represent any Business employee. With respect to the Business, (i) each of the Xxxxxxx Parties is in compliance in all material respects with all applicable Requirements of Law respecting labor, employment and employment practices, terms and conditions of employment, labor relations, employment discrimination, disability rights or benefits, occupational health and safety, worker’s compensation, affirmative action, unemployment compensation, leaves of absence, plant closures, mass layoffs, immigration and wages and hours, (ii) there are no charges, complaints or lawsuits pending or to the Knowledge of Xxxxxxx, threatened against any Xxxxxxx Party regarding any employment matter, (iii) there are no Governmental Body audits, examinations or, to the Knowledge of Xxxxxxx, investigations pending or, to the Knowledge of Xxxxxxx, threatened against any Xxxxxxx Party regarding any employment matter, and (iv) there are no material liabilities, whether contingent or absolute, of any Xxxxxxx Party relating to workers’ compensation benefits that are not insured against by a bona fide third-party insurance carrier.
Employee Relations and Agreements. (a) To the Knowledge of Seller, Schedule 5.16(a) of the Seller Disclosure Schedule contains a true and complete listing (excluding names and any other personally identifying information) of the position, status as exempt or non-exempt from overtime pay under the FLSA, annual salary or hourly wage rate, base rate of bonus opportunity, date of hire, and work location of all of the Store Employees (whether full-time, part-time, or otherwise). Such list shall be updated as of the Cut-Off Date and shall be revised so as to include the names of all Store Employees on the Cut-Off Date. Such updated and revised list shall be delivered by Seller to Buyer at the Closing. Such updated and revised list may be supplemented by Seller promptly following the Closing Date to add the names of any Store Employees who were unintentionally omitted from the list delivered by Seller to Buyer at the Closing. To the Knowledge of Seller, Seller has provided to Buyer true, correct, and complete copies of all Employment Agreements, personnel policies, and employee handbooks relating to the Store Employees. To the Knowledge of Seller, neither Saks nor any of its Affiliates received prior to the closing of the Saks Transaction (in respect of the Parisian Business) a claim from any Governmental Body to the effect that it has improperly classified as an independent contractor any Person named in Schedule 5.16(a) and since the closing of the Saks Transaction neither Seller nor any of its Affiliates have received (in respect of the Business) any such notice.
(b) Except as disclosed on Schedule 5.16(b) of the Seller Disclosure Schedule or as has occurred in the ordinary course of business consistent with past practices, to the Knowledge of Seller, from the Financial Statements Date to the closing of the Saks Transaction, neither Saks nor any of its Affiliates, and since the closing of the Saks Transaction, neither Seller nor any of its Affiliates has: (i) increased in any material respect the compensation payable or to become payable to or for the benefit of any Store Employees, (ii) provided any Store Employees with any material increase in security or tenure of employment, (iii) increased in any material respect the amount payable to any Store Employees upon the termination of such persons' employment, or (iv) increased, augmented or improved in any material respect the benefits granted to or for the benefit of any Store Employee under any bonus, profit sharing, pension, retirement, defer...
Employee Relations and Agreements. 16.1 As on May 31, 2021, there are 8,784 employees across the Company and its Subsidiaries.
16.2 The execution of the Transaction Documents and consummation of the transactions contemplated thereunder will not (either alone or upon the occurrence of any additional or subsequent events) result in any payment (whether of severance pay or otherwise), acceleration, the forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employees of the Company.
Employee Relations and Agreements. (a) Schedule 3.18(a)(1) sets forth, as of the date hereof, a true and complete list of the name, positions, years of service and current annual compensation (separately identifying base salary, bonus target or opportunity, and other compensation components) of all employees of the Company. The Company is and since January 1, 2006 has been in compliance with all applicable Laws respecting labor, employment, employee classification, fair employment practices, terms and conditions of employment, independent contractors, child labor, work permits, workers’ compensation, occupational safety, plant closings, and wages and hours. The Company is and since January 1, 2006 has been in compliance with the Immigration Reform and Control Act of 1986 and maintains a current Form I-9, as required by such Act, in the personnel file of each employee of the Company hired after November 9, 1986. The Company is not 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 employees (other than routine payments to be made in the Ordinary Course of Business and in compliance with applicable Law). Schedule 3.18(a)(2) sets forth, as of the date hereof, a true and complete list of all current or former employees who are entitled or who may become entitled to receive bonus amounts or other incentive amounts with respect to employment by the Company.
(b) Schedule 3.18(b)(i) contains a list of all employment and consulting agreements to which the Company is a party as of the date hereof. Except as disclosed on Schedule 3.18(b)(ii), the terms of employment or engagement of all employees and consultants of the Company are such that their employment or engagement may be terminated at will with notice given at any time and without liability for payment of termination or severance compensation or damages. Except as set forth on Schedule 3.18(b)(iii), no employee or consultant of the Company is a party to any employment or other agreement that entitles him or her to compensation or other consideration as a result of the acquisition by any Person of control of the Company.
(c) The Company does not have any collective bargaining agreements or relationships, and no collective bargaining agreements or relationships are currently being negotiated. There are no material labor controversies, disputes, strikes, lockouts, work slowdowns, or work stoppages pending or, to...
Employee Relations and Agreements. (a) Schedule 4.17(a) contains a list of (i) all employment, severance, consulting or similar agreements to which the Company or the Company Subsidiary is a party as of the date of this Agreement, other than employment agreements terminable by either party at-will and without any severance obligation on the part of the Company or the Company Subsidiary, (ii) all severance programs or policies of the Company or the Company Subsidiary with or relating to its employees and (iii) all other agreements that entitle any employee to compensation or other consideration as a result of the acquisition by any Person of control of the Company or the Company Subsidiary.
(b) Neither the Company nor the Company Subsidiary is a party to any collective bargaining agreement or other labor contract. Neither the Company nor the Company Subsidiary is subject to any (i) unfair labor practice complaint pending before the National Labor Relations Board or any other federal, state, local or foreign agency, (ii) pending or, to the Knowledge of the Company, threatened labor strike, slowdown, work stoppage, lockout, or other organized labor disturbance, (iii) pending grievance proceeding, (iv) pending representation question, or (v) to the Knowledge of the Company, attempt by any union to represent employees as a collective bargaining agent.
(c) The Company and the Company Subsidiary are in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours.
(d) To the Knowledge of the Company, none of the employees of the Company or the Company Subsidiary is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation to a former employer relating to the right of such employee to be employed by the Company or the Company Subsidiary or the employee’s knowledge or use of trade secrets or proprietary information.
Employee Relations and Agreements. (a) Seller has made available to Buyer a true and complete listing of all employees of the Companies as of a recent date, their job description and date of hire and (A) in the case of salaried employees, their salary range, and (B) in the case of hourly employees, their hourly wage. Except as set forth in Schedule 5.19, neither Company (i) is a party to any collective bargaining agreements or (ii) is involved in or, to the Knowledge of Seller, threatened with, any labor dispute, arbitration, lawsuit or administrative proceeding relating to labor matters involving current or past employees of the Companies (excluding routine workers' compensation claims and grievances) that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
(b) Except as set forth on Schedule 5.19, no director, officer or employee of either Company is a party to any employment or other agreement that entitles him or her to compensation or other consideration upon the acquisition by any Person of control of the Companies.
Employee Relations and Agreements. (a) Schedule 3.17(a) contains a complete and accurate list of (i) all employment and consulting agreements to which the Company is a party as of the date of this Agreement, other than agreements terminable by either party at-will and without any severance obligation on the part of the Company, (ii) all other agreements that entitle any person to compensation or other consideration as a result of the acquisition by any Person of control of the Company, and (iii) each employee, manager, consultant, independent contractor and director of the Company whose annual compensation exceeds Fifty Thousand Dollars ($50,000), together with the base salary paid to such Person for the fiscal year ended December 31, 2006, the rate, character and amount of such Person’s current annual salary for the fiscal year ending December 31, 2007, and the current position of each such Person.
(b) The Company is not a party to or bound by any collective bargaining agreement or other labor contract. The Company is not subject to any (i) unfair labor practice complaint pending before the National Labor Relations Board, (ii) pending or, to the Knowledge of the Company, threatened, labor strike, slowdown, work stoppage, lockout, or other organized labor disturbance, (iii) pending grievance proceeding, (iv) pending representation question, or (v) attempt by any union to represent employees as a collective bargaining agent.
(c) Schedule 3.17(c) contains a complete and accurate list of all Persons employed by the Company as of the Closing Date.
Employee Relations and Agreements. Except as set forth in Schedule 5.18:
(a) the Companies are not, and neither the Selling Stockholders nor any of their Affiliates are, with respect to the Business, a party to any written labor contract, collective bargaining agreement or employment agreement;
(b) no union or similar labor organization represents employees of the Business and, to the Knowledge of the Sellers, as of the date hereof no such organization is attempting to organize such employees;
(c) there are no existing or pending or, to the Knowledge of the Sellers, threatened strikes, work stoppages, work slowdowns, lockouts or other labor disputes related to the Affected Employees which are reasonably expected to have a Material Adverse Effect;
(d) as of the date hereof, there are no unfair labor practice charges or complaints pending, or to the Knowledge of the Sellers, threatened against the Companies with the National Labor Relations Board or the Ontario Labour Relations Board which are reasonably expected to have a Material Adverse Effect;
(e) as of the date hereof, there are no employment-related charges, complaints, grievances, investigations, inquiries or obligations of any kind, pending or, to the Knowledge of the Sellers, threatened in any forum, relating to an alleged violation or breach by the Companies (or their officers or directors) of any law, regulation or contract which are reasonably expected to have a Material Adverse Effect; and
(f) as of the date hereof, to the Knowledge of the Sellers, there are no xxxxxxx’x compensation or workplace safety and insurance liabilities or claims which are reasonably expected to have a Material Adverse Effect.
