Employees and Employment Matters. Unless otherwise set forth in detail in Schedule 5.2(f):
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, 52 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”).
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.
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.
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.
Employees and Employment Matters. (a) None of the Buyer Entities 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 Buyer’s Knowledge, attempting to represent any Buyer Employee. There is not currently, nor since the Reference Date has there been, nor to the Buyer’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 Buyer Entities. None of the transactions contemplated by this Agreement require any Buyer Entity to provide any notification or consultation with any labor union, labor organization, works council or other similar employee representative body.
Employees and Employment Matters. (a) Section 3.10(a) of the Disclosure Schedule sets forth a complete and accurate list of each "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (whether or not subject to ERISA) and each other plan, policy, program, practice, agreement, understanding or arrangement (whether written or oral) providing compensation or other benefits to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of the Company, its Subsidiaries, any Seller, or any ERISA Affiliate, which are, or were before the Closing Date, maintained, sponsored or contributed to (or required to be contributed to) by the Company, any Seller, or any ERISA Affiliate, or under which the Company, any Seller, or any ERISA Affiliate has or may have any obligation or liability, whether actual or contingent, including, without limitation, all employment, consulting, retention, severance, change in control, termination, collective bargaining, labor, union, incentive, bonus, deferred compensation, excess benefit, supplemental executive, retirement, vacation, holiday, cafeteria, medical, disability, welfare, stock or equity purchase, stock or equity option, stock or equity appreciation, phantom equity, restricted equity, profits interests, or other equity-based compensation plans, policies, programs, practices, Contracts, agreements or arrangements (each, a "Plan"). Neither the Company nor to the Company's Knowledge, any other Person, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code or otherwise contemplated by this Agreement.
Employees and Employment Matters to the actual knowledge of Fxxxx X. Xxxxxx, Jxxx Xxx Xxxxxxx and Jxxx X. Xxxxxxx, no officer, key employee or group of employees has any plan or intention to terminate his, her or their employment with any Intercon Entity. Exhibit “B” to the Vendor Disclosure Schedule contains, in respect of each Intercon Entity, the following:
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.
Employees and Employment Matters. (a) Section 4.19(a) of the Disclosure Schedules contains a complete and accurate list of all Employees, which accurately sets forth each Employee's (i) name, (ii) date of birth, (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 12-month period ending on December 31, 2010, and (vii) amount of accrued vacation and sick leave pay, if any.
