Employees and Labor Relations. (a) (i) No Employee is represented by a labor union, works council, or similar employee-representative body (collectively, a “Labor Organization”) in connection with his or her employment with the Business, (ii) no Labor Organization is certified or recognized as a representative of any Employee, and neither Seller nor any of its Subsidiaries is a party to, bound by, or has any obligation under any labor agreement, collective bargaining agreement or any similar agreements or arrangements with any Labor Organization pertaining to or which determines the terms or conditions of employment of any Employee (collectively, “Labor Contracts”), (iii) to Seller’s Knowledge, there are no pending or threatened, and neither Seller nor any of its Subsidiaries has experienced since September 30, 2014, representation campaigns, elections or proceedings concerning union representation involving any Employee or activities or efforts of any Labor Organization to organize any Employee, (iv) there are no pending or, to Seller’s Knowledge, threatened, and neither Seller nor any of its Subsidiaries has experienced since September 30, 2014, picketing, strikes, concerted refusal to work overtime, slowdowns, work stoppages, lock-outs, or similar material labor disruptions by or with respect to any Employee or any representatives thereof with respect to the Business, (v) since September 30, 2014, neither Seller nor any of its Subsidiaries has engaged in, admitted committing or been held by any Governmental Authority to have committed, any material unfair labor practice under the National Labor Relations Act, as amended, or any similar local, state or foreign Law, in respect of any Employee or the Business, (vi) there are no material employment-related controversies, claims, unfair labor practice charges, grievances or arbitrations pending or, to Seller’s Knowledge, threatened with respect to the Business, between Seller or any of its Subsidiaries, on the one hand, and any of the Employees, any representative thereof or any Governmental Authority on the other hand, (vii) to Seller’s Knowledge, all Employees are legally authorized to work in the country where they are located, (viii) except as would not result in material Liabilities for the Business, since September 30, 2014, all Employees have been properly classified as exempt or non-exempt under the FLSA and compensated for all time worked in accordance with all applicable Laws, including all applicable laws relating to the paymen...
Employees and Labor Relations. (a) Except as listed in Section 3.17(a) of the Sellers’ Disclosure Schedule, with respect to the Company: (1) the Company has no present intention to terminate any employee’s employment; (2) no employee thereof is a party to any confidentiality, non-competition, proprietary rights or similar Contract between such employee and any Person other than the Company that is material to the performance of such employee’s employment duties or the Company’s ability (or, after Closing, that will be material to Buyer’s ability) to conduct the Business; (3) there is no collective bargaining agreement or relationship with any labor organization; (4) no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition; (5) no union organizing or decertification effort exists or has occurred since January 1, 2008 or to the Knowledge of any Seller Person is Threatened and no circumstance reasonably likely to result in any of the foregoing exists; (6) no labor strike, work stoppage, picketing, slowdown or other material labor dispute has occurred since January 1, 2008 or, to the Knowledge of any Seller Person, is Threatened; (7) there is no workers’ compensation Liability, experience or matter that will or is reasonably likely to materially and adversely affect the Company or Buyer (other than as is accrued in the Balance Sheet); (8) there is no employment-related Proceeding pending or to the Knowledge of each Seller, Threatened regarding an alleged violation or breach by the Company (or any of its managers, officers, governors or directors) of any Applicable Law or Contract; and (9) no employee or agent of the Company has committed any act or omission giving rise to any material Liability for any violation or breach by the Company (or any of its managers, officers, governors or directors) of any Applicable Law or Contract.
Employees and Labor Relations. Except as set forth in Exhibit 2(r), (a) there is not now nor has there been threatened any material labor dispute, strike, slow-down, picketing, work-stoppage, or other similar labor activity with respect to the employees of Alon Brands or any of its Subsidiaries; (b) hours worked by and payment made to the employees of Alon Brands or any of its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable laws, rules and regulations pertaining to labor matters, (c) all payments due from Alon Brands or any of its Subsidiaries for employee health and welfare insurance, including, without limitation, workers’ compensation insurance, have been paid or accrued as a liability on its books, (d) the business activities and operations of Alon Brands or any of its Subsidiaries are in compliance with the Occupational Safety and Health Act of 1970, 29 U.S.C. § 651 et seq. and other applicable health and safety laws, rules and regulations.
Employees and Labor Relations. (a) The Company is, as of the date hereof, in compliance with all Laws respecting employment, immigration, temporary workers, fixed term employment contracts, employment practices, benefit plans, pension agreements and pension promises, terms and conditions of employment, wages and hours, including any notice, training and filing requirements there under, and there are no pending or, to the Knowledge of the Seller, threatened investigations or claims by any branch or department of any Governmental Entity regarding its compliance with these Laws.
Employees and Labor Relations. (a) Each individual who performs services for the Company or any of the Subsidiaries has been, and is, properly classified by the Company or the relevant Subsidiary as an employee or an independent contractor, except where the failure to so classify an individual has not had and is not reasonably anticipated to have a Material Adverse Effect.
Employees and Labor Relations. (a) Section 3.18(a) of the Disclosure Schedule lists, for each employee of the Company, such employee’s name, position, base compensation (as of the date hereof), amount and type of all incentive compensation paid or payable for the current and prior calendar year, the amount of accrued but unused vacation time or paid time off, each as of the date hereof, current employment status (including any leave or disability status, full time or part time status, exempt or nonexempt status for wage/hour matters, and temporary or permanent status), employing entity, and, if any such employee is authorized to work pursuant to a non-immigrant visa status sponsored by the Company or Affiliate, the visa category and expiration date of such visa.
Employees and Labor Relations. The Companies have no direct employees. Section 3.9(a) of the Seller Disclosure Schedule contains a list of (i) agreements by which the Company receives services from employees of Sellers, (ii) all persons who are employees providing services to the Companies as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized (the “Business Employees”), and sets forth for each such individual the following: (1) name; (2) title or position (including whether full or part time); (3) hire date; (4) current annual base compensation rate; and (5) commission, bonus or other incentive-based compensation. Except as set forth in Section 3.9(a) of the Seller Disclosure Schedule, all Business Employees are at-will employees and there are no independent contractors or consultants providing services to the Companies, and, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants providing services to the Companies for services performed on or prior to the date hereof have been paid in full and there are no outstanding agreements, understandings or commitments of any them with respect to any compensation, commissions or bonuses.
Employees and Labor Relations. (a) Schedule 3.8(a) sets forth a complete and correct list of each material Company Benefit Plan.
Employees and Labor Relations. =============================
Employees and Labor Relations. There is no labor strike, work stoppage or slowdown, picketing, boycott, lockout or other labor dispute either pending or, to the Knowledge of Sellers, threatened, against any Ravenscroft Entity or affecting their respective business or which would in any way interfere with or impair in any Material respect the operation or the conduct of the Ravenscroft Group's business. Each Ravenscroft Entity is in compliance in all Material respects with all applicable federal, state, and local laws respecting employment, fair employment practices and fair labor standards, including, without limitation, race, age, sex, religion, color, national origin, disability and sexual orientation. Schedule 2.18 sets forth a list of all employees of each Ravenscroft Entity and includes all pension plans and other agreements benefiting such employees. No employees of any Ravenscroft Entity are subject to any employment agreement with any Ravenscroft Entity. There are no unfunded obligations of any kind including, without limitation, pension and other benefit plans in respect of any employee.
