Common use of Employees and Labor Matters Clause in Contracts

Employees and Labor Matters. (a) Seller has provided Purchaser with a true and complete list dated as of June 30, 1997 (the "EMPLOYEE SCHEDULE ") of all employees of Seller listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, Seller's vehicles, club memberships or other compensation or perquisites payable, all employee benefits received by such employees and any other material terms of any written agreement with Seller. As of the date of this Agreement and as of the Closing Date, the combined projected annual payroll for the calendar year ending December 31, 1997 of Seller required to operate the Business is not materially different from that as listed on the Employee Schedule, and Seller has not entered into any agreement or agreements pursuant to which the combined annual payroll of Seller, including projected pay increases, overtime and fringe benefit costs, required to operate the Business (including all administrative and support personnel) would be greater than as listed on the Employee Schedule. Set forth on SCHEDULE 5.19 is a detailed description of all health, dental, life and disability insurance plans of Seller and a description of the cost per employee under each such plan for individual coverage as well as for coverage of such employee's dependents. (b) Except as set forth on SCHEDULE 5.19, Seller is not a party to or bound by any written employment agreements or commitments, other than on an at will basis. Seller is in compliance with all applicable laws respecting the employment and employment practices, terms and conditions of employment and wages and hours of its employees and is not engaged in any unfair labor practice. All employees of Seller who work in the United States are lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge of Seller, threatened against Seller with respect to the Business and, during the past five years, Seller has not experienced a work stoppage with respect to the Business. (c) Except as set forth on SCHEDULE 5.19, (i) Seller is not a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any employee of Seller and no such agreement or contract has been requested by any employee or group of employees of Seller, nor has there been any discussion with respect thereto by management of Seller with any employees of Seller, (ii) Seller is not aware of any union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of employees of Seller, or (iii) there is not currently pending, with regard to any of its facilities, any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation of any employees of Seller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cornell Corrections Inc), Asset Purchase Agreement (Cornell Corrections Inc)

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Employees and Labor Matters. (a) Seller has provided Purchaser with a true and complete list dated as of June 30, 1997 (the "EMPLOYEE SCHEDULE ") of all employees of Seller listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, Seller's vehicles, club memberships or other compensation or perquisites payable, all employee benefits received by such employees and any other material terms of any written agreement with Seller. As of the date hereof, Seller employs 16 full-time employees and 1 part-time employee (each, a “Business Employee”) in the Business. Seller generally enjoys a good employer-employee relationship. Schedule 2.20(a) sets forth the name, position, pay rate, full-time or part-time status, date of this Agreement hire, date of birth, and as exempt or non-exempt status of each of Seller's employees and independent contractors that are involved in the Business other than Seller’s management team. Seller has no knowledge that any Business Employee or third party contractor of the Closing Date, Business does not plan to accept employment with Buyer after the combined projected annual payroll for the calendar year ending December 31, 1997 of Seller required to operate the Business is not materially different from that as listed on the Employee Schedule, and Seller has not entered into any agreement or agreements pursuant to which the combined annual payroll of Seller, including projected pay increases, overtime and fringe benefit costs, required to operate the Business (including all administrative and support personnel) would be greater than as listed on the Employee Schedule. Set forth on SCHEDULE 5.19 is a detailed description of all health, dental, life and disability insurance plans of Seller and a description of the cost per employee under each such plan for individual coverage as well as for coverage of such employee's dependentsClosing. (b) Except Schedule 2.20(b), as set forth on SCHEDULE 5.19of the date hereof, Seller is not a party to or bound by any written employment agreements or commitments, other than on an at will basis. Seller is in compliance with list of all applicable laws respecting the employment and employment practices, terms and conditions of employment and wages and hours of its employees and is not engaged in any unfair labor practice. All employees of Seller who work in the United States are lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge of Seller, threatened against Seller with respect to the Business andthat have terminated employment, during for any reason, voluntarily or otherwise, with SofTech over the past five years, Seller has not experienced last twelve (12) months with a work stoppage with respect to brief description of the Businesscircumstances of such termination. Also included on said Schedule is a description of the former position held by the former employee and the pay rate of said former employee. (c) Except as set forth on SCHEDULE 5.19, (i) Seller is not a party delinquent in payments to any Business Employee, past or bound present, for any wages, salaries, commissions, bonuses or other direct compensation for any services provided or amounts required to be reimbursed, relating to the Business. There are no workers' compensation or other similar claims filed against Seller by any Business Employee, and the terms Seller does not have knowledge of any collective bargaining agreement injury or other union contract applicable event that may give rise to any employee such claim, relating to the Business. There are no charges of Seller and no such agreement or contract has been requested by any employee or group of employees of Selleremployment discrimination, nor has there been any discussion with respect thereto by management of Seller with any employees of Sellerharassment, (ii) Seller is not aware of any union organizing activities or proceedings involvingunfair labor practices, or any pending petitions for recognition ofnon-compliance with any wage or overtime laws that have been filed against or involving Seller, a labor union or association as relating to the exclusive bargaining agent forBusiness. There are no grievances, complaints, or where charges that have been filed against Seller, relating to the purpose is Business. Seller is, and has been at all times since its effective date, in compliance with the requirements of the Immigration Reform Control Act of 1986, relating to organize, any group or groups the Business. Seller's payroll systems and classification of employees is, and for 18 months prior to the Closing has been, consistent with and in compliance with the requirements of Sellerthe Fair Labor Standards Act, or (iii) there is not currently pendingas amended, with regard and any and all applicable state minimum wage and overtime laws, relating to any of its facilities, any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation of any employees of SellerBusiness.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Softech Inc)

Employees and Labor Matters. (a) Seller has provided Purchaser with a true and complete list dated as of June 30, 1997 (the "EMPLOYEE SCHEDULE ") of all employees of Seller listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, Seller's vehicles, club memberships or other compensation or perquisites payable, all employee benefits received by such employees and any other material terms of any written agreement with Seller. As of the date hereof, Seller employs 76 full-time employees and 2 part-time employees in the ADRA business and generally enjoys a good employer- employee relationship. Schedule 2.20(a) sets forth the name, position, pay rate, fulltime or part-time status, date of this Agreement hire, annual review date and as exempt or nonexempt status of each of ADRA's employees. Seller has no knowledge that any employee of the Closing Date, the combined projected annual payroll for the calendar year ending December 31, 1997 of Seller required Business does not plan to operate the Business is not materially different from that as listed on the Employee Schedule, and Seller has not entered into any agreement or agreements pursuant to which the combined annual payroll of Seller, including projected pay increases, overtime and fringe benefit costs, required to operate the Business (including all administrative and support personnel) would be greater accept employment with Buyer other than as listed detailed on the Employee Schedule. Set forth on SCHEDULE 5.19 is a detailed description of all health, dental, life and disability insurance plans of Seller and a description of the cost per employee under each such plan for individual coverage as well as for coverage of such employee's dependentsSchedule 2.20(a). (b) Except as set forth Schedule 2.20(b) is a list of all employees that have terminated employment, for any reason, voluntarily or otherwise, with ADRA over the last nine (9) months with a brief description of the circumstances of such termination. Also included on SCHEDULE 5.19, said Schedule is a description of the former position held by the former employee and the pay rate of said former employee. Seller is not a party delinquent in payments to any of its employees, past or bound by present, for any written wages, salaries, commissions, bonuses or other direct compensation for any services provided or amounts required to be reimbursed, relating to the Business. There are no workers' compensation or other similar claims filed against Seller, and the Seller does not know of any injury or other event that may give rise to any such claim, relating to the Business. There are no charges of employment agreements discrimination or commitmentsunfair labor practices that have been filed against or involving Seller, other than on an at will basisrelating to the Business. There are no grievances, complaints, or charges that have been filed against Seller, relating to the Business. Seller is is, and has been at all times since its effective date, in compliance with the requirements of the Immigration Reform Control Act of 1986, relating to the Business. Seller's payroll systems and classification of employees is and for 18 months prior to the Closing has been consistent with and in compliance with the requirements of the Fair Labor Standards Act, as amended, and any and all applicable laws respecting the employment state minimum wage and employment practicesovertime laws, terms and conditions of employment and wages and hours of its employees and is not engaged in any unfair labor practice. All employees of Seller who work in the United States are lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge of Seller, threatened against Seller with respect to the Business and, during the past five years, Seller has not experienced a work stoppage with respect relating to the Business. (c) Except as set forth on SCHEDULE 5.19, (i) Seller is not a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any employee of Seller and no such agreement or contract has been requested by any employee or group of employees of Seller, nor has there been any discussion with respect thereto by management of Seller with any employees of Seller, (ii) Seller is not aware of any union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of employees of Seller, or (iii) there is not currently pending, with regard to any of its facilities, any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation of any employees of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Matrixone Inc)

Employees and Labor Matters. (a) Seller has provided Purchaser with a true and complete list dated as of June 30December 31, 1997 1998 (the "EMPLOYEE SCHEDULE ") of all employees of Seller relating to the Acquisition Assets listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, Seller's vehicles, club memberships or other compensation or material perquisites payable, all employee benefits received by such employees and any other material terms of any written agreement with Seller. As of the date of this Agreement and as of the Closing DateAgreement, the combined projected annual payroll for the calendar year ending December 31, 1997 1998 of Seller required to operate the Business Transferred Programs as now operated by Seller is not materially different from that as listed on the Employee Schedule, and Seller has not entered into any agreement or agreements pursuant to which the combined annual payroll of Seller, including projected pay increasesincreases in the ordinary course of business consistent with past practice in an amount not to exceed 10%, overtime and fringe benefit costs, required to operate the Business Transferred Programs (including all administrative and support personnel) would be greater than as listed on the Employee Schedule. Set forth on SCHEDULE 5.19 5.18 is a detailed description of all health, dental, life and disability insurance plans of Seller and a description of the cost per employee under each such plan for individual coverage as well as for coverage of such employee's dependentsSeller. (b) Except as set forth on SCHEDULE 5.195.18, Seller is not a party to or bound by any written employment agreements or commitments, other than on an at at-will basis. Seller is in substantial compliance with all applicable laws respecting the employment and employment practices, terms and conditions of employment and wages and hours of its employees and is not engaged in any unfair labor practice. All To the Knowledge of Seller, all employees of Seller who work in the United States are lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge Knowledge of Seller, threatened against Seller with respect to the Business Transferred Programs and, during the past five years, Seller has not experienced a work stoppage with respect to the BusinessTransferred Programs. (c) Except as set forth on SCHEDULE 5.195.18, (i) Seller is not a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any employee of Seller and no such agreement or contract has been requested by any employee or group of employees of Seller, nor has there been any discussion with respect thereto by management of Seller with any employees of Seller, (ii) Seller is not aware of any union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of employees of Seller, or (iii) there is not currently pending, with regard to any of its facilities, any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation of any employees of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cornell Corrections Inc)

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Employees and Labor Matters. (a) Seller has provided Purchaser with a true and complete list dated as of June 30December 31, 1997 1998 (the "EMPLOYEE SCHEDULE ") of all employees of Seller Seller, listing the title or position held, and (except as to certain managerial employees) the base salary or wage rate and any bonuses, commissions, profit sharing, Seller's vehicles, club memberships or other compensation or perquisites payable, and all employee benefits received by such employees and any other material terms of any written agreement with Selleremployees. As of the date of this Agreement and as of the Closing Date, except for increases resulting from raises given to employees in the ordinary course of business consistent with past practice and in an amount not to exceed 10%, the combined projected annual payroll for the calendar year ending December 31, 1997 1999 of Seller required to operate the Acquired Business is not materially different from that as listed on the Employee Schedule, and Seller has not entered into any agreement or agreements pursuant to which the combined annual payroll of Seller, including projected pay increases, overtime and fringe benefit costs, required to operate the Acquired Business (including all administrative and support personnel) would be greater than as listed on the Employee Schedule. Set forth on SCHEDULE 5.19 is a detailed description of all health, dental, life and disability insurance plans of Seller and a description of the cost per employee under each such plan for individual coverage as well as for coverage of such employee's dependents. (b) Except as set forth on SCHEDULE 5.19, Seller is not a party to or bound by any written employment agreements or commitments, other than on an at at-will basis. To the Best Knowledge of Seller and the Best Knowledge of each Shareholder, Seller is in compliance with all applicable laws respecting the employment and employment practices, terms and conditions of employment and wages and hours of its employees and is not engaged in any unfair labor practice, except where such non-compliance or practice would not have a Material Adverse Effect. All employees of Seller who work in the United States are lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge Best Knowledge of SellerSeller and the Best Knowledge of each Shareholder, threatened against Seller with respect to the Acquired Business and, during the past five years, Seller has not experienced a work stoppage with respect to the Acquired Business. (c) Except as set forth on SCHEDULE 5.19, (i) Seller is not a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any employee of Seller and no such agreement or contract has been requested by any employee or group of employees of Seller, nor has there been any discussion with respect thereto by management of Seller with any employees of Seller, (ii) . Seller is not aware of any union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of employees of Seller, or (iii) Seller and there is not currently pending, with regard to any of its facilities, pending any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation of any employees of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cornell Corrections Inc)

Employees and Labor Matters. ASSET PURCHASE AGREEMENT 18 (a) Seller has provided Purchaser with Attached as SCHEDULE 5.17 is a true and complete list dated as of June 30, 1997 (the "EMPLOYEE SCHEDULE ") of all employees of Seller Sellers listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, Seller's Sellers' vehicles, club memberships or other compensation or perquisites payable, all employee benefits received by such employees and any other material terms of any written agreement with SellerSellers. As of the date of this Agreement and as of the Closing Date, the combined projected annual payroll for the calendar year ending December 31, 1997 of Seller required to operate the Business is not materially different from that as listed on the Employee Schedule, and Seller has Sellers have not entered into any agreement or agreements pursuant to which the combined annual payroll of SellerSellers, including projected pay increases, overtime and fringe benefit costs, required to operate the Business (including all administrative and support personnel) would be greater than as listed on the Employee Schedule. Set forth on SCHEDULE 5.19 5.17 is a detailed description of all health, dental, life and disability insurance plans of Seller Sellers and a description of the cost per employee under each such plan for individual coverage as well as for coverage of such employee's dependents. (b) Except as set forth on SCHEDULE 5.195.17, Seller is Sellers are not a party to or bound by any written employment agreements or commitments, other than on an at at-will basis. Seller is Sellers are in compliance with all applicable laws respecting the employment and employment practices, terms and conditions of employment and wages and hours of its their employees and is are not engaged in any unfair labor practice. All employees of Seller Sellers who work in the United States are lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, to the knowledge of SellerSellers, threatened against Seller Sellers with respect to the Business and, during the past five years, Seller has Sellers have not experienced a work stoppage with respect to the Business. (c) Except as set forth on SCHEDULE 5.195.17, (i) Seller is Sellers are not a party to or bound by the terms of any collective bargaining agreement or other union contract applicable to any employee of Seller Sellers and no such agreement or contract has been requested by any employee or group of employees of SellerSellers, nor has there been any discussion with respect thereto by management of Seller Sellers with any employees of SellerSellers, (ii) Seller is Sellers are not aware of any union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of employees of SellerSellers, or (iii) there is not currently pending, with regard to any of its their facilities, any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation of any employees of SellerSellers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cornell Corrections Inc)

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