Employees and Employee Relations. 10.18.1 Except as set forth on Schedule 10.18.1, (i) there is no pending or threatened employee strike, work slowdown or stoppage or labor dispute, (ii) no union representation question exists respecting any MHS Employee; (iii) no demand has been made for recognition by a labor organization by or with respect to any MHS Employee; (iv) no union organizing activities by or with respect to any MHS Employee are taking place, (v) no collective bargaining agreement exists or is currently being negotiated by the City, (vi) there is no unfair labor practice charge against the City or MHS pending before the National Labor Relations Board, or any strike, dispute, slowdown, or stoppage pending or threatened against or involving the MHS Facilities and none has occurred. In addition, and except as set forth on Schedule 10.18.1, with respect to the MHS Facilities and the Acquired Assets, (i) the City and MHS are in compliance in all material respects with all laws and Contracts respecting employment and employment practices, labor relations, benefits, terms and conditions of employment, and wages and hours, (ii) the City and MHS are not engaged in any unfair labor practices, (iii) there are no pending or threatened lawsuits, complaints or charges before any Governmental Entity regarding employment discrimination, harassment, or retaliation, safety, or other employment-related charges or complaints, wage and hour claims, unemployment compensation claims, workers’ compensation claims or the like, (iv) the Lessee will not be subject to any claim or liability for severance pay as a result of the consummation of the Transactions through the Effective Date; and (v) no MHS Employee is bound by any Contract with the City or MHS that (A) purports to limit the ability of such MHS Employee to engage in or continue to perform any activities or duties relating to the business of the MHS Facilities or the Acquired Assets, or (B) adversely affects the ability of the Lessee (or its designee) to employ such MHS Employee at or after the Effective Date.
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).
Employees and Employee Relations. (a) Except as set forth on Schedule 5.27(a), as of the date hereof, (i) there is no pending or, to Seller’s knowledge, threatened employee strike, work stoppage or labor dispute, (ii) to Seller’s knowledge, no union representation question exists respecting any employees of Seller, no demand has been made for recognition by a labor organization by or with respect to any employees of Seller, 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, (iii) no collective bargaining agreement exists or is currently being negotiated by Seller, (iv) there is no unfair practice claim against Seller before the National Labor Relations Board, or any strike, dispute, slowdown, or stoppage pending or, to Seller’s knowledge, threatened against or involving the Business and none has occurred and (v) there are no pending or, to Seller’s knowledge, threatened complaints or charges before any Governmental Authority regarding employment discrimination, safety or other employment-related charges or complaints, wage and hour claims, unemployment compensation claims, workers’ compensation claims or the like.
Employees and Employee Relations. (a) Seller has heretofore delivered to Buyer (i) a complete list (as of the date set forth therein) of names, positions, current annual salaries or wage rates, target or actual bonus amounts, other compensation arrangements, and paid time off and extended illness bank for all full time and part-time non-physician employees of Seller working at the Hospital Businesses (indicating in the list whether each employee is classified as exempt or nonexempt under applicable state and federal payment of wage laws); and (ii) a separate complete list (as of the date set forth therein) of names, positions, current annual salaries or wage rates, target or actual bonus amounts, other compensation arrangements, and paid time off and extended illness bank for all full time and part-time physician employees of Seller (indicating in both lists whether each employee is part-time or full time, whether such employee is employed under written Contract, if such employee is not actively at work, the reason therefore, and each employee’s immigration status). Except as shown in Schedule 3.20(a), there are no employment agreements or severance agreements with employees of Seller.
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.
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 Seller Group 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 Facilities. To Seller Group’s knowledge, except as set forth on Schedule 4.14(a)(i), no union organizing activities by or with respect to any employees at the Facilities is taking place, and none of the employees at the Facilities 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 Seller Group or any of its affiliates before the National Labor Relations Board, nor any strike, dispute, slowdown or stoppage pending or, to Seller Group’s knowledge, threatened against or involving the Facilities. Except as set forth on Schedule 4.14(a)(ii), there are no pending or, to Seller Group’s 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 Facilities. Seller Group has complied in all material respects with all requirements of the Immigration and Reform Control Act of 1986. Seller Group has 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), Seller Group has not, during the 90 day period prior to the date of this Agreement, terminated any employees.
Employees and Employee Relations. (a) Except as set forth on Schedule 3.24(a), to the knowledge of the Company, the Active Subsidiaries and Sellers, the Company and the Subsidiaries: (i) have complied in all material respects with all applicable federal, state and local laws, rules and regulations respecting labor and employment, employment practices, terms and conditions of employment, wages and hours, equal opportunity and occupational health and safety; (ii) have withheld and reported in a timely manner all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of 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 normal course of business and consistent with past practice). Except as set forth in Schedule 3.24(a), there are no pending claims or actions against the Company or any Subsidiary under any worker’s compensation policy or long-term disability policy nor to the knowledge of the Company, any Active Subsidiary or any Seller are any such claims or actions threatened against the Company or any Subsidiary. To the knowledge of the Company, the Active Subsidiaries and Sellers each Person whom the Company or any Subsidiary has retained as an independent contractor qualifies or qualified as an independent contractor and not as an employee of the Company or any Subsidiary under the Code and all applicable state laws. Except as set forth in Schedule 3.24(a), no services are provided to the Company or any Subsidiary by any “leased employee” as that term is defined under Section 414(n) of the Code.
Employees and Employee Relations. (a) SCHEDULE 4.22(A) contains a current, correct and complete list of the names and current hourly wage, monthly salary and other compensation of all employees who are or who will provide services at the Hospital (collectively, the "Business Employees"), together with a summary (containing estimates to the extent necessary) of the individual's existing bonuses, additional compensation and other benefits (whether current or deferred), if any, accrued, paid or payable to each such individual for services rendered or to be rendered through the fiscal period ending September 30, 2005. Except as set forth on SCHEDULE 4.22(A), all of 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 made available true, correct and current copies (or, if not written, accurate descriptions of the parties and terms) of such agreements to the Purchaser Parties.
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. (a) Except as set forth on Schedule 3.20(a), all employees of the Hospital Businesses are employees of Seller or its Wholly Owned Subsidiaries, and there has not been in the last three (3) years, there is not presently pending, there is not presently threatened (to the Knowledge of Seller), and no event has occurred or circumstance exists (to the Knowledge of Seller) that could provide the basis for, (i) any strike, slowdown, picketing, work stoppage, or employee grievance process, or (ii) any proceeding against or affecting Seller or its Wholly Owned Subsidiaries relating to an alleged violation of any Legal Requirements pertaining to labor relations, including, without limitation, any charge, complaint, or unfair labor practices claim filed by an employee, union, or other person with the National Labor Relations Board or any comparable Governmental Authority, organizational activity, or other labor dispute against or affecting Seller, its Wholly Owned Subsidiaries, the Hospital Businesses, or their premises.
