Employees and Employment Matters. (i) None of U.S. Sellers, Target Companies, Tronox Australia or, to Sellers’ Knowledge, Tiwest is a party to or bound by any collective bargaining agreement or bargaining relationship covering the Covered Employees, nor has any of them experienced any strike or material grievance, material claim of unfair labor practices or other material collective bargaining dispute with respect to the Acquired Business within the twelve months prior to the date hereof. None of Sellers, Target Companies, Tronox Australia or, to Sellers’ Knowledge, Tiwest has committed any unfair labor practice within the twelve months prior to the date hereof that has had or would reasonably be expected to have a Material Adverse Effect on the Acquired Business. To Sellers’ Knowledge, there is no organizational effort or representation petition being made or threatened by or on behalf of any labor union with respect to any Covered Employees. There is no labor strike or labor dispute, slowdown, lockout, or stoppage pending or threatened against or affecting, Sellers or Target Companies and neither Sellers nor Target Companies have experienced any labor strikes, material labor disputes, slowdowns, lockouts or stoppages in the past five years. Within the twelve months prior to the date hereof, none of U.S. Sellers or Target Companies has implemented any plant closing or layoff of the Covered Employees in violation of the United States Worker Adjustment and Retraining Notification Act, or any similar applicable non-United States, state or local law (collectively, the “WARN Act”).
(ii) There are no written employment contracts or severance, retention or change-in-control agreements with any Covered Employees, under which either Buyer or a Target Company or Tronox Australia could become liable for payment thereof.
(iii) There are no Assumed Contracts or Assumed Liabilities that will create any Liability on behalf of either Buyer or any Target Company to (A) pay any benefit, compensation or other payment to any Covered Employee, or (B) increase or accelerate the level of existing benefits, compensation or other payments payable or potentially payable to any Covered Employee, in each case arising from, or in connection with or in part because of, the sale or purchase of the Acquired Business or the Target Interests.
(iv) As of the Closing Date, all Retained Employees will have been paid in full all wages and salaries for services performed by them that were accrued by them up to the Closing.
Employees and Employment Matters. (a) The Company has provided Buyer with a true and complete list of all Employees as of the date hereof, which accurately sets forth each Employee’s (i) name, (ii) exempt/non-exempt status, (iii) the existence and terms of all written and oral employment agreements, if any, (iv) title and position, (v) date of hire, (vi) rate of compensation, including any bonus potential, if applicable, together with a statement of the full amount of all remuneration paid to each such Employee during the twelve (12)-month period ending on August 31, 2018, (vii) location of employment, and (viii) amount of accrued vacation and sick leave pay, if any.
(b) Neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining or other contract with a labor union, labor organization, works council, or other similar employee representative body, and there are no labor unions, labor organizations, works councils, or other similar employee representative bodies representing, purporting to represent or, to the Company’s Knowledge, attempting to represent any Employee. There is not currently, nor since the Reference Date has there been, nor to the Company’s Knowledge has there been any threat since the Reference Date of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime, union election petition, demand for recognition, or other similar labor activity or dispute, or unfair labor practice charge, complaint, labor grievance or labor arbitration, against the Company or any of its Subsidiaries. None of the transactions contemplated by this Agreement require the Company or any of its Subsidiaries to provide any notification or consultation with any labor union, labor organization, works council or other similar employee representative body.
(c) Copies of all written material employment agreements, consulting agreements and independent contractor agreements or arrangements have been provided to the Buyer. To the Company’s Knowledge, the activities of the Employees with respect to the Business do not conflict with or constitute, and have not conflicted with or constituted, a breach of the terms of any employment agreement, consulting agreement, independent contractor agreement, intellectual property disclosure agreement, restrictive covenant agreement, or other agreement or obligation under which such Employee is bound or obligated, and none of the Company or its Subsidiaries has received or is aware of any allegation to such e...
Employees and Employment Matters. 20(a) of the Disclosure Schedules contains a substantially complete and accurate list of all current employees of Seller, which sets forth each such employee’s (i) name, (ii) exempt/non-exempt status, (iii) the existence of all written employment agreements, if any, (iv) title and position, (v) date of hire, (vi) current rate of compensation, including any bonus potential, if applicable, together with a statement of the full amount of all remuneration paid to each such employee during the 12-month period ending on December 31, 2012, and (vii) amount of accrued vacation and sick leave pay, if any. Seller is not a party to, or bound by, any collective bargaining or other Contract with a labor union or labor organization, and there are no labor organizations representing, purporting to represent or, to Seller’s Knowledge, attempting to represent any employee of Seller. There is not currently, there has not been since January 1, 2010, nor is there or has there been since January 1, 2010 any threat of, any mass or collective employee or labor strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute, or material unfair labor practice charge, complaint, grievance or other proceedings or litigation, with respect to or affecting Seller or any of Seller’s employees. Copies of all current written employment agreements, consulting agreements and independent contractor agreements or arrangements have been provided to Buyer. Except as disclosed in Section 4.20(d) of the Disclosure Schedules, there are no Actions against Seller pending, or to Seller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority in connection with the employment or engagement of any current or former employee, consultant or independent contractor of the Business, including, without limitation, any material claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, misclassification or any other employment-related matter arising under applicable Laws.
Employees and Employment Matters. (i) Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, nor has any of them experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes. The Company does not have any Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of any of the Company and its Subsidiaries.
(ii) The Company and its Subsidiaries are in compliance with all Laws applicable to their respective employees respecting employment and employment practices, terms and conditions of employment, and wages and hours, except where the failure to so comply would not have a Material Adverse Effect.
(iii) Section 4(q) of the Disclosure Schedule lists (1) all material employment contracts and employment plans to which the Company or any Subsidiary is a party or by which any of them is bound or which relate to the operation of the Business, and (2) the names and current annual rates of compensation of all personnel (including employees and independent contractors) whose 2005 compensation was, or whose 2006 compensation is expected to be, $100,000 or more.
Employees and Employment Matters. (a) Section 4.16(a)(i) of the Disclosure Schedules sets forth a list of each Business Employee and the name, title, date of birth, and date of hire of each such person. Section 4.16(a)(ii) of the Disclosure Schedules sets forth a list of each material Seller Plan. Seller is, and has been, in compliance in all material respects with all applicable laws in respect of the Business Employees and the Seller Plans, including under ERISA and the Code. Seller is not party to any collective bargaining agreement and is not, and has not previously been, the subject of any collective bargaining or union organizing activity. Except as set forth in Section 4.16(a)(iii) of the Disclosure Schedules, Seller is not a party to any employment agreement, or any other agreement, providing for any payment or consideration payable to any Business Employee upon a change of control or a sale of all or any portion of the Business.
(b) Each Seller Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS that it is so qualified, and each related trust that is intended to be exempt from federal income tax pursuant to Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred or is expected to occur since the date of such determination letter that could reasonably be expected to adversely affect such qualification or exemption, as the case may be.
(c) Seller has not incurred any liability, contingent or otherwise, under or arising out of Title IV of ERISA that has not been satisfied in full and no fact or event exists that has or could reasonably be expected to result in such a liability. None of the Purchased Assets is the subject of any Encumbrance arising with respect to any Seller Plan under applicable law (including ERISA and the Code).
(d) Seller is in compliance in all material respects with all laws relating to the employment of the Business Employees, and has paid in full all wages, salaries, commissions, and other compensation and benefits, as well as all contributions due to them or to third parties on their behalf (including taxes, social security taxes, workers compensation contributions and employment insurance payments). No material claim, charge or litigation with respect to such compliance or payment obligations has been asserted, is now pending, or to the knowledge the Seller Parties, has been threatened with respect to curre...
Employees and Employment Matters. (a) Schedule 4.8(a)(i) contains a true and complete list of all of Seller's employees with respect to the Business as of the date hereof, and Schedule 4.8(a)(ii) contains a true and complete list of all personnel provided by contractors to Seller with respect to the Business as of the date hereof, in each case showing the job description, title and location of each such individual.
(b) There (i) is no unfair labor practice complaint against Seller relating to the Business pending before the National Labor Relations Board, (ii) is no labor strike, slowdown or stoppage pending or, to the Knowledge of Seller, threatened against or involving the employees (including part-time employees, temporary employees and independent contractors) of the Business, (iii) is no labor union that claims to represent the employees of the Business, (iv) is no collective bargaining agreement currently being negotiated by Seller with respect to the employees of the Business, (v) is pending no labor or labor related grievance related to the Business that is likely to be material, (vi) is no arbitration proceeding arising out of or under any collective bargaining agreement of Seller and no claim therefor has been asserted, (vii) has not been any material labor difficulty experienced by Seller relating to the Business during the past three (3) years, and (viii) there is no employee-related matter that could adversely affect the Business or the Acquired Assets.
Employees and Employment Matters. No Seller is a party to or bound by any collective bargaining agreement covering the Current Employees (as determined as of the date of this Agreement and the Closing) or former employees of Sellers, nor is there any ongoing strike, walkout, work stoppage, or other material collective bargaining dispute affecting any Seller with respect to the Granite City Business. To the knowledge of Sellers’, there is no organizational effort being made or threatened by or on behalf of any labor union with respect to the Current Employees (as determined as of the date of this Agreement). Within ten (10) days of the date hereof, Sellers shall make available to Buyer a list of all Current Employees.
Employees and Employment Matters. No Seller is a party to or bound by any collective bargaining agreement covering the Current Employees (as determined as of the date of this Agreement), nor is there any ongoing strike, walkout, work stoppage, or other material collective bargaining dispute affecting any Seller with respect to the Business. To Sellers’ Knowledge, there is no organizational effort being made or threatened by or on behalf of any labor union with respect to the Current Employees (as determined as of the date of this Agreement). Except for potential violations that are the subject of ongoing Litigation as set forth in the statements of financial affairs filed with the Bankruptcy Court by Sellers in the Chapter 11 Cases, within the ninety (90) day period ending on the date hereof, no Seller has implemented any plant closing or layoff of the Current Employees (as determined as of the date of this Agreement) in violation of the United States Worker Adjustment and Retraining Notification Act, or any similar applicable Law (collectively, the “WARN Act”). Within five (5) days of the date hereof, Sellers shall make available to Buyer a list of all Current Employees.
Employees and Employment Matters. (i) The Vendor has provided to the Purchaser: (i) a list of the names and titles of all Employees together with particulars of the material terms and conditions of employment or engagement of such persons, including rates of remuneration, benefits and positions held; (ii) copies of all written contracts of employment and details of all oral contracts of employment with any Employees; (iii) details of all employee benefit, deferred compensation, pension, medical, profit sharing or other similar agreement or plan; and (iv) any union or collective bargaining agreement of the Employees.
(ii) Each entity comprising the Vendor Group has been and is in compliance with all Applicable Laws in all material respects respecting employment and employment practices, including all employment standards, human rights, labour relations, occupational health and safety, workers’ compensation or workplace safety and insurance legislation, employee privacy and pay equity, and there are no outstanding claims, complaints, investigations, prosecutions or orders under such Applicable Laws.
(iii) No entity comprising the Vendor Group is or has engaged in any unfair labour practice and, to the Knowledge of the Vendor and the Shareholder, no unfair labour practice complaint, grievance or arbitration proceeding is pending or threatened against any entity comprising the Vendor Group.
(iv) All amounts due or accruing due to Employees for all salary, wages, bonuses, commissions, pension benefits or other employee benefits or compensation are reflected in the Records, in accordance with the Vendor’s accounting practices and Applicable Law.
(v) There is no binding commitment or agreement to increase wages or modify the terms and conditions of employment of any Employee.
Employees and Employment Matters. 33.1 The Council and the PCT agree that where the identity of an employee (including the Council) of the Services is changed pursuant to this Agreement (including upon termination of this Agreement) then the change may constitute a Relevant Transfer. On the occasion of each Relevant Transfer (including a Relevant Transfer upon termination of this Agreement), the PCT shall comply with all of its obligations under the Regulations and the Directive in respect of the Relevant Employees.
33.2 The PCT shall be responsible for all remuneration, benefits, entitlements and outgoings in respect of the Relevant Employees, including without limitation all wages, holiday pay, bonuses, commission, payment of PAYE, national insurance contributions, pension contributions and otherwise, from and including the date of the Relevant Transfer.
