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 Governmental Authority that would be reasonably likely to have a Material Adverse Effect; (viii) there is no Proceeding pending before the EEOC and Seller has not received any written notice of any pending investigation by the EEOC; and (ix) there is no Proceeding pending before any Governmental Authority (other than the EEOC) or private arbitration tribunal relating to labor or employment matters, and Seller has not received any written notice of any pending investigation by any such body or agency relating to labor or employment matters of the Business, that would be reasonably likely to have a Material Adverse Effect. True, complete and correct copies of all existing collective bargaining agreements or labor Contracts covering employees of the Business have been made available to Buyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Boeing Co)
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 Governmental Authority that would be reasonably likely to have a Material Adverse Effect; (viii) there is no Proceeding pending before the EEOC and Seller has not received any written notice of any pending investigation by the EEOC; and (ix) there is no Proceeding pending before any Governmental Authority (other than the EEOC) or private arbitration tribunal relating to labor or employment matters, and Seller has not received any written notice of any pending investigation by any such body or agency relating to labor or employment matters of the Business, that would be reasonably likely to have a Material Adverse Effect. True, complete and correct copies of all existing collective bargaining agreements or labor Contracts covering employees of the Business have been made available to Buyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Spirit AeroSystems Holdings, Inc.)
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(a3.18(a) contains a list true and complete listing, as of all collective bargaining agreements October 31, 2005, of each Business Employee whose annual base salary exceeds the equivalent of $100,000 (“Key Employees”), his or other agreements her current rate of annual base salary or current wages, 2006 bonus target, job title, employment status, work location and credited service date, fiscal year 2005 bonus (if available), fiscal year 2004 bonus and date of hire, provided each Business Employee has consented to such disclosure of his or her personal information where such consent is required by Law. Absent such consent, the information contained in Schedule 3.18(a) shall be edited to ensure compliance 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) yearslocal Law.
(b) Seller has taken prior to the date hereof all actions required by Law to be taken prior to the date hereof with respect to trade unions, work councils, employee representatives and employees in connection with the transactions contemplated by this Agreement, except for any failure which would not result in a material liability to Purchaser.
(c) Except as set forth on Schedule 3.16(b3.18(c), 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 no labor strike, slowdowndispute, picketing, work lock-out or 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 threatened, against or affecting Seller the Business, and the Business has not experienced any material Proceeding relating such strike, dispute, lock-out or stoppage within the past two (2) years. To the Knowledge of Seller, neither the Business nor the Conveyed Companies have materially breached or otherwise failed to an alleged violation comply with the provisions of any Requirement collective bargaining agreement or contract with a union or employee representative and there are no written grievances outstanding against the Business or the Conveyed Companies under any such agreement or contract, except where such breach, failure or grievances would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.18(c) or Schedule 3.9, with respect to the Transferred Employees, the Asset Selling Entities and the Conveyed Companies have in the past been and are in compliance in all material respects with applicable requirements of Law pertaining respecting employment, employment practices, employee classification, labor relations, safety and health, nondiscrimination, wages, hours and terms and conditions of employment, except where such noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.18(c) or Schedule 3.9, the Conveyed Companies and Asset Selling Entities have complied in all material respects with their payment obligations to all Transferred Employees in respect of all wages, salaries, commissions, bonuses, profit sharing, benefits, vacation pay and other compensation due and payable to such employees under any policy, practice, agreement, plan, program or applicable requirements of Law, except where such noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(d) Except as set forth in Section 3.18(d), none of the Conveyed Companies is a party to any collective bargaining agreement, trade union agreement, or other Contract with any labor relations union or employment mattersemployee representative representing any Transferred Employees.
(e) Except as set forth in Section 3.18(e), including no union, employee association, works council or similar organization represents any charge or complaint filed with the National Labor Relations Board or any comparable Governmental Authority, Transferred Employees 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 organization is contemplated by Sellerattempting to organize such employees.
(f) Except as set forth in Section 3.18(f), (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 Governmental Authority that would be reasonably likely to have a Material Adverse Effect; (viii) there Business Employee is no Proceeding pending before the EEOC and Seller has not received any written notice of any pending investigation by the EEOC; and (ix) there is no Proceeding pending before any Governmental Authority (other than the EEOC) or private arbitration tribunal relating to labor or employment matters, and Seller has not received any written notice of any pending investigation by any such body or agency relating to labor or employment matters as of the Business, that would be reasonably likely to have a Material Adverse Effect. True, complete and correct copies of all existing collective bargaining agreements or labor Contracts covering employees of the Business have been made available to Buyerdate hereof receiving any long term disability benefits.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Tyco International LTD /Ber/)
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(a3.18(a) contains a list true and complete listing, as of all collective bargaining agreements April 1, 2006, of each Business Employee whose annual base salary exceeds the equivalent of One Hundred Thousand Dollars ($100,000) ("Key Employees"), his or other agreements her current rate of annual base salary or current wages, fiscal 2006 bonus target, job title, employment status, work location and credited service date, fiscal year 2005 bonus, fiscal year 2004 bonus and date of hire; provided each Business Employee has consented to such disclosure of his or her personal information where such consent is required by Law. Absent such consent, the information contained on Schedule 3.18(a) has been edited to ensure compliance 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) yearslocal Law.
(b) Sellers and the Conveyed Companies have taken prior to the date hereof all actions required by Law to be taken prior to the date hereof with respect to trade unions, work councils, employee representatives and employees in connection with the transactions contemplated by this Agreement, except for any failure which would not reasonably be expected to result in a Material Adverse Effect.
(c) Except as set forth on Schedule 3.16(b3.18(c), 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 no labor strike, slowdowndispute, picketing, work lock-out or 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 SellerSellers, threatened threatened, against or affecting Seller the Business, and the Business has not experienced any material Proceeding relating such strike, dispute, lock-out or stoppage within the past two (2) years. To the Knowledge of Sellers, neither the Business nor the Conveyed Companies have materially breached or otherwise failed to an alleged violation comply with the provisions of any Requirement collective bargaining agreement or contract with a union or employee representative and there are no written grievances outstanding against the Business or the Conveyed Companies under any such agreement or contract, except where such breach, failure or grievances have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as set forth on Schedule 3.18(c) or Schedule 3.9, with respect to the Transferred Employees, the Asset Selling Entities and the Conveyed Companies have in the past been and are in compliance in all material respects with applicable requirements of Law pertaining respecting employment, employment practices, employee classification, labor relations, safety and health, nondiscrimination, wages, hours and terms and conditions of employment, except where such noncompliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as set forth on Schedule 3.18(c) or Schedule 3.9, the Conveyed Companies and Asset Selling Entities have complied in all material respects with their payment obligations to all Transferred Employees in respect of all wages, salaries, commissions, bonuses, profit sharing, benefits, vacation pay and other compensation due and payable to such employees under any policy, practice, agreement, plan, program or applicable requirements of Law, except where such noncompliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(d) Except as set forth on Schedule 3.18(d), neither of the Conveyed Companies is a party to any collective bargaining agreement, trade union agreement, or other Contract with any labor relations union or employment mattersemployee representative representing any Transferred Employees.
(e) Except as set forth on Schedule 3.18(e), including no union, employee association, works council or similar organization represents any charge or complaint filed with the National Labor Relations Board or any comparable Governmental Authority, Transferred Employees and, to the Knowledge of SellerSellers, there no such organization is attempting to organize such employees.
(f) Except as set forth on Schedule 3.18(f), no organizational activity or other labor dispute against or affecting Seller or Business Employee is as of the Facilities; date hereof receiving any long term disability benefits.
(ivg) no application or petition for an election Schedule 1.1(b) sets forth a true and complete list of or for certification each Business Employee as of a collective bargaining agent is pending; (v) no grievance or arbitration Proceeding existsthe date hereof, or to but does not list the Knowledge names of Seller, is threatened that would be reasonably likely to have a Material Adverse Effect; (vi) there is no lockout of any employees by Sellerindividuals who reside outside the United States, and no such action is contemplated by Seller, instead provides in its place the individual's work location and job title.
(viih) within the past five (5Schedule 1.1(d) years, there has been no charge of discrimination filed against Seller with the Equal Employment Opportunity Commission (the “EEOC”) or other Governmental Authority that would be reasonably likely to have sets forth a Material Adverse Effect; (viii) there is no Proceeding pending before the EEOC true and Seller has not received any written notice of any pending investigation by the EEOC; and (ix) there is no Proceeding pending before any Governmental Authority (other than the EEOC) or private arbitration tribunal relating to labor or employment matters, and Seller has not received any written notice of any pending investigation by any such body or agency relating to labor or employment matters of the Business, that would be reasonably likely to have a Material Adverse Effect. True, complete and correct copies list of all existing collective bargaining retention agreements or labor Contracts covering employees of the related to Business have been made available to Buyer.Employees
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (TTM Technologies Inc)
Employee Relations and Agreements. (a) In Schedule 3.18(a) contains a true and complete listing, as of the date hereof, of each Company Employee whose total annual compensation in 2011 or reasonably anticipated total annual compensation in 2012 is more than $100,000, his or her current rate of annual base salary or current wages, 2012 bonus target, job title, employment status, work location and credited service date, fiscal year 2011 bonus (if available), fiscal year 2010 bonus and date of hire and indicates which Company Employees are parties to an oral or written agreement with the Company. Except as disclosed in Schedule 3.18(a), Sellers are not parties to any agreements with past or present employees in connection with the Business. All written employment contracts with Company Employees are described in Schedule 3.18(a) and full and complete copies of such employment contracts have been provided to Purchasers. Except as disclosed in Schedule 3.18(a) or in the written employment contracts referred to therein, there are no written contracts of employment entered into with any Company Employees or any oral contracts of employment which are not terminable on the giving of reasonable notice in accordance with applicable Law.
(b) All Liabilities in respect of Company Employees have or shall have been paid to the Closing, including wages, salaries and commissions, or fully provided for in the determination of Working Capital.
(c) Sellers have taken prior to the date of this Agreement all actions required by Law to be taken prior to the date of this Agreement with respect to trade unions, work councils, employee representatives and employees in connection with the transactions contemplated by this Agreement, except for any failure which would not result in a Material Adverse Effect.
(d) There is no labor strike, dispute, lock-out or stoppage pending or, to the Knowledge of SellerSellers, Seller has complied in all material respects with all Requirements of Law relating to employment practicesthreatened, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining and other Requirements of Law, against or affecting 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, Company 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 nowits Subsidiaries, and has beenneither the Company nor any of its Subsidiaries have experienced any such strike, party to during the past three (3) years.
(b) Except as set forth on Schedule 3.16(b)dispute, in connection with the Business, (i) lock-out or stoppage within the past five (5) years, there has not been and there is not presently existing, and to . To the Knowledge of Seller Sellers, neither the Company nor any of its Subsidiaries have materially breached or otherwise failed to comply with the provisions of any collective bargaining agreement or contract with a union or employee representative and there is not threatened are no written grievances outstanding against the Company or any strike, slowdown, picketing, work stoppage or mass employee grievance process involving Seller; (ii) to the Knowledge of Seller, within its Subsidiaries. The Company and its Subsidiaries have in the past five been and are in compliance in all material respects with applicable requirements of Law respecting employment, employment practices, employee classification, labor relations, safety and health, nondiscrimination, wages, hours and terms and conditions of employment. The Company and its Subsidiaries have complied in all material respects with their payment obligations to all Company Employees in respect of all wages, salaries, commissions, bonuses, profit sharing, benefits, vacation pay and other compensation due and payable to such employees under any policy, practice, agreement, plan, program or applicable requirements of Law.
(5e) yearsNeither the Company nor any of its Subsidiaries has made any agreements, no event has occurred whether directly or circumstance exists that could provide the basis for indirectly, with any strikelabor union, slow downemployee representative, picketing, work stoppage employee association or other mass grievance action; similar entity or made commitments to or conducted negotiations with any labor union, employee representative, employee association or other similar entity with respect to any future agreements.
(iiif) there is not pending orNo union, employee association, works council or similar organization represents any Company Employees or has any bargaining rights with respect to the Knowledge of Sellersuch employees, threatened against acquired by either certification 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, voluntary recognition and, to the Knowledge of SellerSellers, no such organization is attempting to organize such employees, except as set out in Schedule 3.18(f). Except as set out in Schedule 3.18(f), there is are no organizational activity or other outstanding labor dispute against or affecting Seller or the Facilities; (iv) no application or petition for an election tribunal proceedings of or for any kind, including any proceedings which could result in certification of a collective labor union as bargaining agent is pending; for the Company Employees, and there have not been any such proceedings within the last two (v2) no grievance or arbitration Proceeding existsyears.
(g) All bonuses, commissions and other emoluments relating to the Company Employees are accurately reflected in all respects and have been accrued in the books and records of the Company.
(h) Sellers have provided, or caused to be provided, to Purchasers (i) a valid and current Workplace Safety and Insurance Board Purchase or Clearance Certificate or the written equivalent in respect of the Company and the Business that confirms all of its workers compensation accounts are in good standing, and (ii) valid and current Workplace Safety and Insurance Board Clearance Certificates or the written equivalent for each of the contractors or subcontractors of Sellers or the Company relating to the Knowledge Business that confirms all 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 Governmental Authority that would be reasonably likely to have a Material Adverse Effect; (viii) there is no Proceeding pending before the EEOC and Seller has not received any written notice of any pending investigation by the EEOC; and (ix) there is no Proceeding pending before any Governmental Authority (other than the EEOC) or private arbitration tribunal relating to labor or employment matters, and Seller has not received any written notice of any pending investigation by any such body or agency relating to labor or employment matters of the Business, that would be reasonably likely to have a Material Adverse Effect. True, complete and correct copies of all existing collective bargaining agreements or labor Contracts covering employees of the Business have been made available to Buyertheir workers compensation accounts are in good standing.
Appears in 1 contract
Samples: Share and Asset Purchase Agreement (Bristow Group Inc)
Employee Relations and Agreements. (a) In connection with Except as disclosed in Schedule 6.9(a) attached hereto, the Business, to the Knowledge of Seller, Seller has complied Company is in all material respects compliance with all Requirements of Law relating to Federal, state and other applicable laws, respecting employment and employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, and wages and hours, benefitsand, collective bargaining to the knowledge of Sellers, has not 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 engaged in any Taxes, fines, penalties, discriminatory 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 unfair 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.practice;
(b) Except as set forth on Schedule 3.16(b), in connection with No unfair labor practice complaint against the Business, (i) within the past five (5) years, there has not been and there Company is not presently existing, and pending or to the Knowledge knowledge of Seller there Sellers threatened before any labor relations board or other tribunal;
(c) There is not threatened any no labor strike, slowdowndispute, picketing, work slowdown or 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 actually pending or, to the Knowledge knowledge of Sellers, threatened against or involving the Company;
(d) No union representation exists respecting the Employees of the Company;
(e) There is no pending or, to the knowledge of Seller, threatened against grievance, or affecting Seller claim by any material Proceeding relating Person or former employee, officer or director of the Company, upon the Company or the conduct of its business;
(f) No collective bargaining agreement is currently being negotiated by the Company;
(g) The Company has no, and is not under any obligation to an alleged violation establish or maintain any, employment or collective bargaining agreements, welfare, pension, retirement, insurance or other Employee Benefit Plans except as listed in Schedule 6.9(g) attached hereto and made a part hereof. True and complete copies of said agreements and plans have been furnished to Purchaser. Schedule 6.9(g) lists all such agreements and plans presently in force showing (i) description of agreement or plan, (ii) date of agreement or plan, (iii) expiration date, (iv) employees and facilities covered, and (v) the amount of any Requirement of Law pertaining to labor relations unfunded past service liability under any agreement or employment matters, including any charge plan. Each such agreement or complaint filed plan has been administered in accordance with the National Labor Relations Board or any comparable Governmental Authority, its terms and, to Sellers’ Knowledge, is in compliance with ERISA and any other applicable laws, regulations and rulings and each plan administrator and fiduciary in respect thereof is in compliance in all material respects with ERISA and any other applicable laws, regulations and rulings, and the Knowledge of SellerCompany has no unfunded or under funded liability under ERISA or other applicable laws, there regulations or rulings. There is no organizational activity material liability relating to any such agreement or other labor dispute against plan that is required to be on the Reference Balance Sheet that is not reflected thereon;
(h) The Company has no commission or affecting Seller incentive compensation arrangements which have not been set forth on Schedule 6.9(h) attached hereto; and
(i) Except as identified on Schedule 6.9(i) attached hereto, no director or officer of the Facilities; (iv) no application Company owns, directly or petition for indirectly, any interest in, or is an election officer, director, consultant, agent or employee of any entity which is, a competitor, customer, supplier, sales representative, or for certification distributor 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 Governmental Authority that would be reasonably likely to have a Material Adverse Effect; (viii) there is no Proceeding pending before the EEOC and Seller has not received any written notice of any pending investigation by the EEOC; and (ix) there is no Proceeding pending before any Governmental Authority (other than the EEOC) or private arbitration tribunal relating to labor or employment matters, and Seller has not received any written notice of any pending investigation by any such body or agency relating to labor or employment matters of the Business, that would be reasonably likely to have a Material Adverse Effect. True, complete and correct copies of all existing collective bargaining agreements or labor Contracts covering employees of the Business have been made available to BuyerCompany.
Appears in 1 contract
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(a3.19(a) contains a list list, as of the date of this Agreement, of (i) all collective bargaining agreements or other agreements with Contracts between any member of the Company Group and any labor union or other bargaining unit unit, and (ii) all employment Contracts, relating primarily to the employees Business. Except as would not reasonably be expected to result in a material liability to the Buyer or any of the 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 that Seller is now, Employees and has been, party to during no such activities have occurred within the past three (3) years.
(b) Except as set forth on Schedule 3.16(b)During the past three (3) years, the Company Group has complied and is in compliance, in connection 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.
(ic) within the past five (5) yearsThere are no lawsuits, there has not been and there is not presently existingclaims, and suits, proceedings or investigations relating to the Knowledge employees 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 Business pending or, to the Knowledge of the Seller, threatened threatened, against or affecting Seller any member of the Company Group, except as would not reasonably be expected to result in a material Proceeding relating liability 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 Buyer or any comparable Governmental Authorityof 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 is are no organizational activity claims of breach or violation, nor any threatened claims, other labor dispute against or affecting Seller or than routine grievances relating to the Facilities; (iv) no application or petition for an election administration of or for certification of a the collective bargaining agent is pending; (v) no grievance or arbitration Proceeding existsContracts, or with respect 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 Company Group’s compliance with the Equal Employment Opportunity Commission collective bargaining Contracts.
(the “EEOC”e) or other Governmental Authority that would be reasonably likely to have a Material Adverse Effect; (viii) there is no Proceeding pending before the EEOC and The Seller has not received any written notice of any pending investigation by the EEOC; and (ix) there is no Proceeding pending before any Governmental Authority (other than the EEOC) or private arbitration tribunal relating to labor or employment matters, and Seller has not received any written notice of any pending investigation by any such body or agency relating to labor or employment matters of the Business, that would be reasonably likely to have a Material Adverse Effect. True, complete and correct copies of all existing collective bargaining agreements or labor Contracts covering employees of the Business have been made available to Buyerthe Buyer a complete and accurate list of all Business Employees as of the date of this Agreement.
Appears in 1 contract
