Employees and Labor. (i) The Company has not received any notice, nor, to the best knowledge of the Shareholders, is there any reason to believe that any Key Employee of the Company or any group of employees of the Company has any plans to terminate his, her or its employment with the Company. To the best knowledge of the Shareholders, no Key Employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such Key Employee from devoting his or her full business time to the affairs of the Company prior to the Closing Date and, if such person becomes an employee of the Acquiror or PentaStar, to the affairs of the Acquiror or PentaStar after the Closing Date. The Company shall not be required to give any notice under the Worker Adjustment and Retraining Notification Act, as amended, or any similar Legal Requirement as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. The Company does not have any labor relations problems or disputes, nor has the Company experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company is not a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Company's facilities, and no union organization effort has been threatened, initiated or is in progress with respect to any employees of the Company.
(ii) Exhibit 3.1(n)(ii) lists (A) the name of each salesperson (whether such salesperson was an employee or independent contractor) of the Company who has left the employment of the Company in the 12-month period prior to the date of this Agreement, (B) the date such salesperson left the employment of the Company and (C) the dollar amount of orders booked by the Company during the 12-month period prior to the date such salesperson left the employment of the Company which were attributable to such salesperson or for which such salesperson was responsible.
Employees and Labor. The Seller has not received any notice, nor, to the best knowledge of the Seller and the Shareholders, is there any reason to believe that any executive or key employee of the Seller or any group of employees of the Seller has any plans to terminate his, her or its employment with the Seller. No executive or key employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such executive or key employee from devoting his or her full business time to the affairs of the Seller prior to the Closing Date and, if such person becomes an employee of the Buyer, to the affairs of the Buyer after the Closing Date. The Seller will not be required to give any notice under the Worker Adjustment and Retraining Notification Act, as amended, or any similar Legal Requirement as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. The Seller does not have any labor relations problems or disputes, nor has the Seller experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Seller is not a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Seller's facilities, and no union organization effort has been threatened, initiated or is in progress with respect to any employees of the Seller.
Employees and Labor. There is no unfair labor practice complaint against any Borrower Affiliate pending before the National Labor Relations Board or any state or local agency and there is not a labor strike or other labor dispute pending or, to the best of the Borrower's knowledge, threatened, affecting any of the foregoing that if adversely resolved would have a Material Adverse Effect on such Borrower Affiliate and, to the best of the Borrower's knowledge, there are no organizational attempts affecting any of the employees of any Borrower Affiliate that could have a Material Adverse Effect on any Borrower Affiliate. There is no grievance, labor dispute or work stoppage involving or affecting any Borrower Affiliate pending or, to the best of the Borrower's 58 knowledge, threatened that could have a Material Adverse Effect on any Borrower Affiliate.
Employees and Labor. The Company is not aware that any executive or key employee, or any group of employees of the Company has any plans to terminate his, her or their employment with the Company, or that any executive or key employee is subject to any agreement, obligation or other legal hindrance that impedes or might impede such executive or key employee from devoting his or her full business time to the affairs of the Company. The Company has complied in all material respects with all laws relating to wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes, and the Company has no material labor relations problems. Except as reflected on the Financial Statements, the Company is not indebted to any officer, director or employee whether by loan, advance or otherwise, other than for out-of-pocket expenses incurred in the ordinary course of business, nor is any officer, director, employee or shareholder so indebted to the Company. SCHEDULE 4.1(w) attached hereto describes the respective salaries as in effect on the date hereof for the employees who constitute the sole officers and employees of the Company. The Company is not a party to any agreement, contract, arrangement, plan, commitment or understanding which has resulted or would result, upon the consummation of the transactions contemplated under this Agreement or otherwise, separately or in the aggregate, in the payment of any "excess parachute payment" within the meaning of Section 280G of the Code. The Company is not a party to any Benefit Plan, or any Contract, whether collective bargaining agreements or other arrangements with any labor union or any employment or consulting contracts not terminable at will without penalty to which the Company is a party.
Employees and Labor. Except as set forth on Exhibit 3.1(n), the Company has not received any notice, nor, to the best knowledge of the Shareholders, is there any reason to believe that any executive or Key Employee of the Company or any material group of employees of the Company has any plans to terminate his, her or its employment with the Company. No executive or Key Employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such executive or Key Employee from devoting his or her full business time to the affairs of the Company prior to the Closing Date and, if such person becomes an employee of PentaStar, to the affairs of PentaStar after the Closing Date. The Company will not be required to give any notice under the Worker Adjustment and Retraining Notification Act, as amended (29 U.S.C.A. Section 2101, et. seq.), or any similar Legal Requirement as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. To the best knowledge of the Shareholders, the Company does not have any labor relations problems or disputes, nor has the Company experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company is not a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Company's facilities, and no union organization effort has been threatened, initiated or is in progress with respect to any employees of the Company.
Employees and Labor. Section 3.13 of the Company Disclosure Letter sets forth, as of the date hereof, (i) a true and complete list of all collective bargaining Contracts and similar labor union Contracts to which the Company or any of its Subsidiaries is a party or is otherwise bound, (ii) a true and complete list of all current or pending arbitrations to which any collective bargaining Contract or similar labor union Contract is applicable or relating to any labor union or similar organization or any member thereof. Except to the extent covered by a collective bargaining Contract or similar labor union Contract as set forth on Section 3.13 of the Company Disclosure Letter, (A) none of the employees of the Company or any of its Subsidiaries (the "Employees") is represented in his or her capacity as an Employee by any labor union or similar organization, (B) the Company and its Subsidiaries have not recognized any labor organization as the collective bargaining agent of any Employees with respect to employment with the Company or any of its Subsidiaries and (C) from February 1, 2003, through the date hereof, no labor union or similar organization has attempted to organize or otherwise made a claim to represent the Employees and no such action is pending or threatened. From February 1, 2003, through the date hereof, neither the Company nor any of its Subsidiaries has experienced any lockout or work slowdown or stoppage, and, as of the date hereof, there is no labor dispute or work slowdown or stoppage pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any of its Subsidiaries. As of the date hereof, there is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board or any comparable Governmental Authority.
Employees and Labor. The Company has not received any notice, nor, to the best knowledge of the Shareholders, is there any reason to believe that any executive or key employee of the Company, or any group of employees of the Company has any plans to terminate his, her or its employment with the Company. No executive or key employee is subject to any agreement, obligation, Order or other legal hindrance that impedes or might impede such executive or key employee from devoting his or her full business time to the affairs of the Company prior to the Closing Date and, if such person becomes an employee of the Buyer, to the affairs of the Buyer after the Closing Date. To the best knowledge of the Shareholders, the Company will not be required to give any notice under or in connection with any Legal Requirement as a result of this Agreement, the Other Seller Agreements or the transactions contemplated hereby or thereby. The Company does not have any labor relations problems or, to the best knowledge of the Shareholders, disputes, nor has it experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company is not a party to or bound by any collective bargaining agreement, there is no union or collective bargaining unit at the Company's facilities, and no union organization effort has been threatened, initiated or is in progress with respect to any employees of the Company.
Employees and Labor. None of the employees of the Company is represented in his or her capacity as an employee of the Company by any labor organization. The Company has not recognized any labor organization, or has any labor organization been elected as the collective bargaining agent of any employees. The Company has not entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any employees. There is no union organization activity involving any of the employees, pending or threatened, nor has there ever been union representation or any union organization activity involving any of the employees. There is no picketing pending or threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations or, except as set forth on Schedule 4.16, grievances or labor disputes involving any of the employees, pending or, to the Knowledge of the Seller Parties, threatened. There are no written complaints, charges or claims against the Company pending or, to the Knowledge of the Seller Parties, threatened that could be brought or filed with any Governmental Body or based on, arising out of, in connection with or otherwise relating to the employment or termination of employment or failure to employ by the Company, of any individual. The Company is in compliance with all Applicable Laws relating to the employment of labor, including all such Applicable Laws relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state or local “mass layoff’ or “plant closing” law (“WARN”), collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax except for immaterial non-compliance. There has been no “mass layoff’ or “plant closing” (as defined by WARN) with respect to the Company within the six months prior to Closing. Except as set forth on Schedule 4.16, the Company has not, in the last five years, been investigated or examined by the U.S. Department of Labor.
Employees and Labor. (a) Section 2.13(a) of the Company Disclosure Letter sets forth a complete and accurate list, as of the date of this Agreement, of all collective bargaining agreements and any labor union contracts to which the Company or any of its Subsidiaries is a party (including any extensions of such agreements or agreements to extend such agreement or agreements pending negotiation) and all collective bargaining agreements and labor union contracts currently being negotiated as of the date of this Agreement which are or would be applicable to any employees of the Company or its Subsidiaries (each, an “Employee” and such agreements, collectively, “CBAs”). As of the date of this Agreement, no CBA has expired without being either (x) renewed or (y) extended pending negotiations. As of the date of this Agreement, neither the Company nor any of its Subsidiaries is engaged in negotiations with any labor organization as the collective bargaining representative of any Employees for an initial collective bargaining agreement. To the Knowledge of the Selling Parties, as of the date of this Agreement, (i) no officer or Employee is being represented by a works’ council or a labor organization other than those that are parties to the CBAs and (ii) there are no labor unions, except UNITE HERE or its subordinate Joint Boards or local unions, presently engaging in any organizing activity with respect to any Employee. There are, and for the three years preceding the date of this Agreement there have been, no strikes, organized slowdowns, work stoppages or lockouts or other material labor disputes pending, or to the Knowledge of the Selling Parties, threatened against or involving the Company or any of its Subsidiaries.
(b) Each of the Company and its Subsidiaries is in material compliance with all Laws applicable to the Company and its Subsidiaries regarding the terms and conditions of employment or other employment-related matters, including without limitation Laws relating to discrimination, fair labor standards, wage and hour, terms and conditions of employment practices and occupational health and safety or wrongful discharge, and as of the date of this Agreement there are no material complaints, lawsuits or other Proceedings pending or, to the Knowledge of the Selling Parties, threatened against the Company or its Subsidiaries brought by or on behalf of any applicant for employment, any current or former Employee or any class of the foregoing, relating to any such Laws, or alle...
Employees and Labor. There is no unfair labor practice complaint against Borrower pending before the National Labor Relations Board or any state or local agency nor is there a labor strike or other labor dispute, pending or, to Borrower's knowledge, threatened, affecting any of the foregoing which if adversely resolved would have a reasonable probability of having a Material Adverse Effect; there is no existing representation question respecting the employees of Borrower nor are there organizational attempts affecting any of the employees of any of the foregoing which would have a reasonable probability of having a Material Adverse Effect; there is no grievance pending or threatened against Borrower; and no labor disputes or work stoppages involving Borrower are pending or, to Borrower's knowledge, threatened which would have a reasonable probability of having a Material Adverse Effect. To Borrower's knowledge, no customer or supplier of Borrower is involved in, or threatened with or affected by, any labor dispute, arbitration, lawsuit or administrative proceeding which would have a reasonable probability of having a Material Adverse Effect.
