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) Schedule 3.19(a) contains a list, as of the date of this Agreement, of (i) all collective bargaining agreements or other Contracts between any member of the Company Group and any labor union or other bargaining unit, and (ii) all employment Contracts, relating primarily to the Business. Except as would not reasonably be expected to result in a material liability to the Buyer or any of its Affiliates, there has not been any union organizational or decertification activities underway or threatened by, on behalf of or against any labor union with respect to Business Employees and no such activities have occurred within the past three (3) years.
(b) During the past three (3) years, the Company Group has complied and is in compliance, in each case in all material respects, with all Requirements of Law and Court Orders relating to collective bargaining Contracts, labor unions or other bargaining units, employees and employment contracts primarily related to the Business, including wage and hour laws and anti-harassment and discrimination laws.
(c) There are no lawsuits, claims, suits, proceedings or investigations relating to the employees of the Business pending or, to the Knowledge of the Seller, threatened, against any member of the Company Group, except as would not reasonably be expected to result in a material liability to the Buyer or any of its Affiliates.
(d) During the past three (3) years, there have been no material strikes, lockouts or work stoppages at the Facilities with respect to the Business, and to the Knowledge of the Seller, none are threatened. Except as set forth in Schedule 3.19(d), the Company Group is in material compliance with all collective bargaining Contracts and, to the Knowledge of the Seller, there are no claims of breach or violation, nor any threatened claims, other than routine grievances relating to the administration of the collective bargaining Contracts, with respect to the Company Group’s compliance with the collective bargaining Contracts.
(e) The Seller has made available to the Buyer a complete and accurate list of all Business Employees as of the date of this Agreement.
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) Schedule 4.18(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 Business 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 Business 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 Business Employees who were unintentionally omitted from the list delivered by Seller to Buyer at the Closing. Seller has provided to Buyer true, correct, and complete copies of all Employment Agreements, personnel policies, and employee handbooks relating to the Business Employees. Neither Seller nor any of the Companies has (in respect of the Business) received a claim from any Governmental Body to the effect that it has improperly classified as an independent contractor any Person named in Schedule 4.18(a).
(b) Since the Financial Statements Date through the date of this Agreement, except as disclosed on Schedule 4.18(b) of the Seller Disclosure Schedule or as has occurred in the ordinary course of business consistent with past practices, none of the Companies has: (i) increased in any material respect the compensation payable or to become payable to or for the benefit of any Business Employees, (ii) provided any Business Employees with any material increase in security or tenure of employment, (iii) increased in any material respect the amount payable to any Business 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 Business Employee under any bonus, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement, in each case, except as may be required under existing agreements.
(c) For the three-year period preceding the date of this Agreement, except as disclosed in Schedule 4.18(c):
(i) none of the Business Employees has been, or is currently, represented by a labor organization or group which was either certifi...
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 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) 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) 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) Neither of the Acquired Companies is a party to any labor contract, collective bargaining agreement or other Contract with any labor organization, union or association.
(b) Except as set forth in Schedule 5.16(b): (i) there are no labor strikes, work stoppages or lockouts pending, or, to the Knowledge of Sellers, threatened, against either of the Acquired Companies; (ii) to the Knowledge of Sellers, no union organizational campaign is in progress with respect to the employees of either of the Acquired Companies; (iii) since January 1, 2012, there have been no investigations, disputes or Proceedings pending, or to the Knowledge of Sellers, threatened against either of the Acquired Companies involving any of its (A) employees or former employees, or relating to violation of Requirements of Law with respect to its employees or former employees, (B) independent contractors claiming to be misclassified, (C) employees of a staffing or temporary agency claiming the Acquired Company is a joint employer, or (D) any dispute or controversy with a union or with respect to unionization or collective bargaining involving the employees of the Acquired Companies, in each case, that is reasonably expected to adversely affect the Business or the Acquired Companies in any material respect; and (iv) each Acquired Company is in material compliance with all applicable Requirements of Law respecting employment and employment practices, terms and conditions of employment, leaves of absence, worker classification, wages, overtime compensation, hours of work, withholding and occupational safety and health.
(c) To the Knowledge of Sellers, each employee of the Acquired Companies (excluding temporary employees) is a United States citizen or has a current and valid work visa or otherwise has the lawful right to work in the United States, and the Acquired Companies have kept proper documentation of applicable work authorization documents for all employees (excluding temporary employees).
(d) To the Knowledge of Sellers, all independent contractors who have worked for the Acquired Companies at any time with respect to which an Acquired Company could have outstanding Liability are and have been properly classified as independent contractors pursuant to all applicable regulations.
Employee Relations and Agreements. (a) Schedule 3.17(a) contains a complete and accurate list of (i) all employment agreements to which the Company 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, (ii) 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, 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, 2005, the rate, character and amount of such Person’s current annual salary for the fiscal year ending December 31, 2006, 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.
