Employees and Employee Relations. (a) Except as set forth on Schedule 4.14(a)(i), no collective bargaining agreement exists or is being negotiated by Sellers or any of their affiliates. Except as set forth on Schedule 4.14(a)(i), no demand has been made for recognition by a labor organization by or with respect to any employees at the Business. To Sellers’ knowledge, except as set forth on Schedule 4.14(a)(i), no union organizing activities by or with respect to any employees at the Business is taking place, and none of the employees at the Business are represented by any labor union or organization. Except as set forth on Schedule 4.14(a)(ii), there is no unfair practice claim against any of the Sellers before the National Labor Relations Board, nor any strike, dispute, slowdown or stoppage pending or, to Sellers’ knowledge, threatened against or involving the Business. Except as set forth on Schedule 4.14(a)(ii), there are no pending or, to Sellers’ knowledge, threatened unfair labor practices claims, equal employment opportunity claims, human rights or civil rights complaints, wage and hour claims, unemployment compensation claims, workers’ compensation claims or the like with respect to the Business. To the Sellers’ knowledge, it has complied in all material respects with all requirements of the Immigration and Reform Control Act of 1986. Sellers have not experienced within the preceding 12 months a “plant closing” or “mass layoff” within the meaning of WARN. Except as set forth on Schedule 4.14(a)(ii), none of the Sellers has, during the ninety (90) day period prior to the date of this Agreement, terminated any employees.
(b) Schedule 4.14(b) contains a list of the names and current hourly wage, monthly salary and other compensation of all employees and independent contractors who provide services to the Sellers at the Facilities. Except as set forth in Schedule 4.14(b), all of such employees are “at will” employees or are otherwise employed subject to the Collective Bargaining Agreements. The Sellers have properly classified individuals providing services as independent contractors or employees, as the case may be.
Employees and Employee Relations. (a) No changes in the basis for remuneration of employees of the Xxxxxxx Corporations have been made, promised, or authorized by any Xxxxxxx Corporation since the date of the Xxxxxxx Financial Statements, except in the ordinary and usual course consistent with Xxxxxxx’x and the applicable Xxxxxxx Corporations’ written personnel policies, which policies have been provided to Advocate. Except as set forth on Schedule 4.25(a) and in the plans set forth in Schedule 4.24, neither Xxxxxxx nor any Xxxxxxx Corporation has any written employment contracts, and no agreement of any nature that provides for employment for any particular period of time or that provides any restrictions upon Xxxxxxx’x and the Xxxxxxx Corporations’ right to terminate employment without any post-termination payment obligation, with any person whomsoever relating to any Xxxxxxx Corporation. Other than in the ordinary course of business, no binding agreements have been made or entered into between any of the Xxxxxxx Corporations and any Xxxxxxx Corporation employee regarding changes in compensation, promotion, or any other change in status.
(b) Except as set forth on Schedule 4.25(b), as of the date hereof: (i) there is no pending or threatened employee strike, work stoppage, or labor dispute (ii) to Xxxxxxx’x knowledge, no union representation question exists respecting any employees of any Xxxxxxx Corporation, no demand has been made for recognition by a labor organization by or with respect to any employees of the Xxxxxxx Corporations, to Xxxxxxx’x knowledge no union organizing activities by or with respect to any employees of the Xxxxxxx Corporations is taking place, and none of the employees of the Xxxxxxx Corporations is represented by any labor union or organization; (iii) no collective bargaining agreement exists or is currently being negotiated by the Xxxxxxx Corporations; (iv) there is no unfair practice claim against the Xxxxxxx Corporations before the National Labor Relations Board, or any strike, dispute, slowdown, or stoppage pending or, to Xxxxxxx’x knowledge, threatened against or involving the Xxxxxxx Corporations and none has occurred; (v) to Xxxxxxx’x knowledge, the Xxxxxxx Corporations are in compliance in all material respects with all laws and contracts respecting employment and employment practices, labor relations, terms and conditions of employment, and wages and hours; (vi) to Xxxxxxx’x knowledge, the Xxxxxxx Corporation are not engaged in any unfair labor practice...
Employees and Employee Relations. (a) Sellers have made available to Buyer a complete list (as of the date set forth therein) of names, positions, current annual salaries or wage rates, and bonus and other compensation arrangements of all full-time and part-time employees of each Seller (indicating in such list whether each employee is part-time or full-time, whether such employee is employed under written Contract, and, if such employee is not actively at work, the reason therefor).
(b) There is no pending or, to the Knowledge of Sellers, threatened employee strike, work stoppage or slowdown or labor dispute. Except as disclosed on Schedule 3.19, no employees of any Seller are represented by a labor union or employee organization, and (i) no union or employee organization has made a written demand for recognition and (ii) to the Knowledge of Sellers, no other union organizing or collective bargaining activities by or with respect to any employees of any Seller are taking place.
Employees and Employee Relations. (a) Except as set forth on Schedule 4.22(a), all of the employees who are or will provide services at either Hospital (collectively the "Business Employees") are "at will" employees. Except as set forth on Schedule 4.22(a), no Seller Party is a party to any oral (express or implied) or written: (i) employment agreement, or (ii) agreement that contains any severance or termination pay obligations, with any Business Employee. The Seller Parties have provided true, correct and current copies (or, if not written, accurate descriptions of the parties and terms) of such agreements to the Purchaser Parties.
(b) Except as set forth on Schedule 4.22(b), no Business Employee is represented by any labor union, trade association or other employee organization, no demand for recognition has been made by any labor union with respect to the Business Employees, and there is not and has not been any labor union organizing activity at either Hospital during the periods it has been operated by any Seller Party. Except as set forth on Schedule 4.22(b), no Seller Party is a party to any collective bargaining agreement or understanding with any labor union, trade association or other employee organization with respect to any Business Employee and no such agreements are currently being proposed and/or negotiated.
(c) Except as set forth on Schedule 4.22(c), there is no labor dispute, work stoppage, strike, slowdown, walkout, lockout, or any other interruption or disruption of operations at either Hospital as a result of labor disputes or disturbances with respect to the Business Employees and there is no investigation, grievance, arbitration, complaint, claim or other dispute or controversy (collectively, the "Labor Proceeding") pending or threatened, between any Seller Party and any present or former Business Employee, nor have any discharges or terminations of any former Business Employee occurred which would form the basis for any claim of discrimination against any Seller Party. Except as set forth on Schedule 4.22(c), no Seller Party has any Knowledge of any facts or past, current or contemplated event that could form the basis for any such Labor Proceeding, nor has there been any such Labor Proceeding within the past twelve (12) months.
(d) Except as set forth on Schedule 4.22(d), no Seller Party has received any notice that any vice president, director or director-level employee, or higher, of any Seller Party or any group of Business Employees, has any plans to terminate...
Employees and Employee Relations. 5.23.1 The Company has no employment contract or material consulting agreement currently in effect that is not terminable on notice or whose lawful termination would result in any payment to the terminated employee greater than the minimum amounts required by Arizona law upon termination of an employee (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). All officers, employees and consultants of the Company have executed and delivered to the Company an agreement regarding the protection of such proprietary information and the assignment of inventions to the Company substantially in the forms attached hereto as Schedule 5.23.
1. The Company Intellectual Property does not incorporate or include any "Prior Inventions" of any officer, employee or consultant (as such term is defined in such forms).
5.23.2 The Company (i) has never been and is not now subject to a union organizing effort, (ii) is not subject to any collective bargaining agreement with respect to any of its employees, (iii) is not subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, and (iv) is not a party to any current strike or labor dispute. To the knowledge of the Company, (I) no labor union has requested, sought or attempted to represent any employees, representatives or agents of the Company, (II) there is no labor organization activity involving the Company's employees, (III) the consummation of the Contemplated Transaction will not have a Material Adverse Effect on the Company's labor relations and (IV) none of the Company's key employees intend to leave their employ.
5.23.3 Schedule 5.23.3 contains a true and complete list of all pension, retirement, disability, medical, dental or other health plans, life insurance or other death benefit plans, fringe benefit plans, profit sharing plans, deferred compensation agreements, stock, option, equity-based, bonus or other incentive plans, vacation, sick, holiday or other paid leave plans, severance plans or other employee benefit plans, programs or arrangements maintained by the Company or to which the Company or any ERISA Affiliate contributes or has ever been obligated to contribute, including any "pension plan," as defined in Section 3(2) of ERISA (applied without regard to the exceptions from coverage contained in Section 4(b)(4) or 4(b)(5) thereof) and any "welfare plan," as define...
Employees and Employee Relations. (a) Schedule 4.12 contains a complete list as of December 31, 1998 and as of the day prior to the date hereof (and, with respect to compensation matters, for the twelve months ended as of such date and the period subsequent to December 31, 1998, respectively), of all employees and consultants of the Seller employed by the Seller in the operation of the Business, including their names, birthdates, job titles, base salaries, bonus compensation paid or payable and dates of hire. The Seller, in the operation of the Business, is in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours. Except as set forth in Schedule 4.12, the Seller is not a party to or in the process of negotiating (and there does not otherwise exist with respect to the Seller) any union, collective bargaining, labor or similar agreement. Except as set forth on Schedule 4.12, the Business has not had any strike, picket, work stoppage, work slowdown, or other labor trouble against it. Except as set forth on Schedule 4.12, in connection with its operation of the Business, there is no (a) strike, picket, work stoppage, work slowdown, or other labor trouble pending or, to the knowledge of the Seller, threatened against the Business; (b) to the knowledge of the Seller, union organizing activities or union representation question threatened or existing with respect to the employees of the Seller; (c) unfair labor practice charge or complaint against the Seller pending or, to the knowledge of the Seller, threatened before the National Labor Relations Board or any other tribunal; (d) xxxxxxx compensation claim pending against the Seller that is not adequately provided for by insurance; or (e) charge, complaint or suit pending or, to the knowledge of the Seller, threatened against the Seller respecting employment, hiring for employment, terminating from employment, employment practices, employment discrimination, terms and conditions of employment, safety, wrongful termination or wages and hours. To the knowledge of the Seller, it has satisfactory employer-employee relationships with its employees.
Employees and Employee Relations. Schedule 4.19 attached hereto sets forth a complete list (as of the date set forth therein) of names and positions, of all full-time and part-time employees of Seller employed in the Business and indicating whether such employee is a part-time or full-time employee. There is no pending or, to the Knowledge of Seller, threatened employee strike, work stoppage or labor dispute. Except as otherwise disclosed in Schedule 4.19, no union representation question exists respecting any employees of Seller, no collective bargaining agreement exists or is currently being negotiated by Seller, no demand has been made for recognition by a labor organization by or with respect to any employees of Seller, to the Knowledge of Seller, during the past three (3) years, no union organizing activities by or with respect to any employees of Seller are taking place, and none of the employees of Seller are represented by any labor union or organization. There is no unfair labor practice claim against Seller before the National Labor Relations Board, or any strike, dispute, slowdown, or stoppage pending or threatened against or involving the Business. Seller is in compliance with all federal and state laws respecting employment and employment practices, terms and conditions of employment, and wages and hours. Seller is not engaged in any unfair labor practices. Except as set forth on Schedule 4.20, there are no claims or charges pending with any Federal, State, or local agency, or, to the Knowledge of Seller, threatened claims or charges which relate to Equal Employment Opportunities, wage and hour claims, unemployment compensation claims, workers’ compensation claims or the like against Seller.
Employees and Employee Relations. Schedule 3.21 contains a true and complete list of (i) the names, titles and compensation of all current officers and employees of the Company who devote substantially all of their time to the business of the Company during the most recent calendar year and (ii) all written and oral (with a short description thereof) arrangements or contracts relating to employment, compensation, bonuses, severance, pension and other related issues and collective bargaining agreements to which the Company is a party or by which the Company is bound. All these contracts and arrangements are in full force and effect, and neither the Company nor, to the knowledge of the Stockholder, any other person is in default under any such contract or arrangement. There are no facts or conditions which, with the passage of time or upon notice, will result in a default by the Company, or to the knowledge of the Stockholder, any other person, under these contracts or arrangements. There is no pending or, to the knowledge of the Stockholder, threatened labor dispute, strike, or work stoppage affecting the Company or the business. The Company has been and is in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, unemployment insurance, worker’s compensation, equal employment opportunity, employment discrimination and immigration control. Except for any non-compliance or practices arising in the ordinary course which are immaterial, there are no outstanding claims against the Company (whether under regulation, contract, policy or otherwise) asserted by or on behalf of any present or former employee or job applicant of the Company on account of or for (i) overtime pay, other than overtime pay for work done in the current payroll period, (ii) wages or salary for a period other than the current payroll period, (iii) any amount of vacation pay or pay in lieu of vacation time off, other than vacation time off or pay in lieu thereof earned in or in respect of the current fiscal year, (iv) any amount of severance pay or similar benefits, (v) unemployment insurance benefits, (vi) workers’ compensation or disability benefits, (vii) any violation of any statute, ordinance, order, rule or regulation relating to employment terminations or layoffs, (viii) any violation of any statute, ordinance, order, rule or regulation relating to employee “whistleblower” or “right-to-know” rights and protect...
Employees and Employee Relations. (a) Schedule 3.15(a) contains: (i) a list of all individuals employed by Seller, CNS or DCS in connection with the Business; and (ii) the then current rate of base compensation provided by Seller, CNS or DCS to such employees. Since the Balance Sheet Date, except as disclosed on Schedule 3.15(a), as required by collective bargaining agreements in force on the Balance Sheet Date, or as required to complete effects bargaining as referenced in Section 9.6 herein, none of Seller, CNS or DCS has: (A) increased the compensation payable or to become payable to or for the benefit of any of its employees (other than normal annual salary increases consistent with past practice), (B) provided any of its employees with increased security or tenure of employment, (C) increased the amount payable to any of its employees upon the termination of such persons’ employment, or (D) increased, augmented or improved benefits granted to or for the benefit of its 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 on Schedule 3.15(b), none of Seller, CNS or DCS is a party to any labor or collective bargaining agreement in respect of any employee or group of employees of Seller, CNS or DCS. Each of Seller, CNS and DCS is (i) in compliance with each labor or collective bargaining agreement set forth on Section 3.15(b) and (ii) has timely made all contributions to each Seller Plan to which it is obligated to contribute pursuant to such agreements.
(c) Except as set forth in Schedule 3.15(c): (i) to the Knowledge of Seller, Seller, CNS, DCS and their respective Affiliates are, and since January 1, 2012 have been, in compliance in all material respects with all Requirements of Law relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar Taxes, occupational safety and health, employment termination, reductions in force or plant closings (collectively, “Employment Laws”); (ii) none of Seller, CNS, DCS or any of their Affiliates has experienced any strikes, grievances or claims of unfair labor practice; (iii) to the Knowledge of Seller, no organizational effort is being made or threatened by or on behalf of any labor union with respect to any employees; (iv) there has not been, and there is not pending or existing or, to the Knowledge of Seller, t...
Employees and Employee Relations. Except as described on Schedule 3.15, no employees of Seller are represented by a labor union or employee organization, and (i) no union or employee organization has made a demand for recognition by Seller and (ii) to the knowledge of Seller, no other union organizing or collective bargaining activities by or with respect to any employees employed by the Business are taking place.
