Employees and Labor Relations Matters. 2.4.1 The Seller is not aware that any executive or key employee of the Seller or any group of employees of the Seller has any plans to terminate employment with the Seller;
2.4.2 To the best of Seller's knowledge, the Seller has substantially complied in all material respects with all labor and employment laws, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining, Americans With Disabilities Act, and the payment of social security and other taxes;
2.4.3 There is no unfair labor practice charge, complaint, or other action against the Seller pending or, to Seller's best knowledge, threatened before the National Labor Relations Board and the Seller is not subject to any order to bargain by the National Labor Relations Board;
2.4.4 No questions concerning representation have been raised or, to Seller's and the Seller's best knowledge, are threatened with respect to employees of the Seller;
2.4.5 No grievance that might have a material adverse effect on the Seller and no arbitration proceeding arising out of or under any collective bargaining agreement is pending and, to the best knowledge of Seller and the directors and responsible officers of the Seller, no basis exists for any such grievance or arbitration proceeding; and
2.4.6 To the best knowledge of Seller and the directors and responsible officers of the Seller, no employee of the Seller is subject to any non-competition, nondisclosure, confidentiality, employment, consulting, or similar agreements with persons other than the Seller relating to the present business activities of the Seller.
Employees and Labor Relations Matters. 3.11.1 The Disclosure Schedule contains a list of all employees of the CRL Business whose projected 1999 annual base compensation equals or exceeds $100,000 (each, a "Highly Compensated Employee").
3.11.2 Except as described in the Disclosure Schedule, to the Knowledge of Seller Parent, there are no strikes, walk-outs, lock-outs or other concerted work actions or union organization activity involving a material number of employees of the CRL Business pending or threatened with respect to the CRL Business which, individually or in the aggregate, could reasonably be expected to result in Costs in excess of $350,000. Neither Recap Subco nor any Recap Subsidiary nor any Seller is a party to any collective bargaining agreements with respect to the CRL Business with any labor union or other representative of employees with respect to employees of the CRL Business located in the United States.
3.11.3 Except as set forth in the Disclosure Schedule, no CRL Company nor any Seller is a party to any collective bargaining agreements with any labor union or other representative of employees or any works' council or similar entity under applicable Laws with respect to employees of the CRL Business located outside of the United States, including local agreements, amendments, supplements, letters and memoranda of understanding of any kind, nor, to the Knowledge of Seller Parent, is there any pending or threatened union organization activity by or among any such employees.
3.11.4 Except as set forth in the Disclosure Schedule, there are no material violations of any Federal, state, local or foreign statutes, ordinances, rules, regulations, orders, directives or other Laws with respect to the employment of individuals by, or the employment practices or work conditions of, Recap Subco or any Recap Subsidiary or any Seller with respect the conduct of the CRL Business, or the terms and conditions of employment, wages and hours of employees of the CRL Business. Neither Recap Subco nor any Recap Subsidiary nor any Seller with respect to the CRL Business is engaged in any unfair labor practice or other unlawful employment practice and, except as set forth in the Disclosure Schedule, there are no charges of unfair labor practices or other employee-related complaints pending or, to the Knowledge of Seller Parent, threatened against any such Person before the National Labor Relations Board, the Equal Employment Opportunity Commission, the Occupational Safety and Health Review Commiss...
Employees and Labor Relations Matters. Except as set forth on the Disclosure Schedule or as provided in this Agreement:
(a) No E/One key employee or executive has communicated to E/One any plans to terminate employment with E/One.
(b) E/One has complied in all material respects with all labor and employment laws, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining, and the payment of social security and other taxes, except where the failure to comply would not have a Material Adverse Effect;
(c) There is no unfair labor practice charge, complaint, representation petition, or other action against E/One pending or to E/One's best knowledge threatened before the National Labor Relations Board or any other Governmental Entity and E/One is not subject to any order to bargain by the National Labor Relations Board;
(d) There is no labor strike, request for representation, slowdown, or work stoppage actually occurring, pending, or to E/One's best knowledge threatened against E/One;
(e) To E/One's knowledge no questions concerning representation have been raised or are threatened with respect to employees of E/One;
(f) No grievance that might have a Material Adverse Effect on E/One and no arbitration proceeding arising out of or under any collective bargaining agreement is pending and to E/One's best knowledge no basis exists for any such grievance or arbitration proceeding; and
(g) To E/One's knowledge no employee of E/One is subject to any Noncompetition, nondisclosure, confidentiality, employment, consulting, or similar agreements with Persons other than E/One relating to the present business activities of E/One.
(h) All employees of E/One are at will employees, and E/One is not a party or otherwise subject to any collective bargaining or other agreement governing the wages, hours or terms of employment of its employees. E/One has no written severance pay plan, policy, practice or agreement with any of its employees, except for the Change of Control Agreements identified in the Disclosure Schedule.
(i) E/One has not experienced any primary work stoppage or other organized work stoppage involving its employees in the past two years.
(j) There are no pending claims, and to E/One's best knowledge, no threatened claims by or on behalf of any of the employees of E/One under any federal, state or local labor or employment laws or regulations.
Employees and Labor Relations Matters. Except as set forth in Schedule 2.14 or as provided in this Agreement, no employee or former employee of the Corporation is in violation of any material term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Corporation or any other party because of the nature of the business conducted or to be conducted by the Corporation. Each employee or former employee of the Corporation with access to confidential or proprietary information has executed, or in the ordinary course will execute, a proprietary information agreement obligating such employee to hold confidential the Corporation's proprietary information. The Corporation has in all material respects complied with all applicable state and federal laws related to employment.
Employees and Labor Relations Matters. Except as provided in this Agreement:
2.14.1 Neither Shareholders nor InterLink is aware that any executive or key employee of InterLink or any group of employees of InterLink has any plans to terminate employment with InterLink;
2.14.2 To the best of Shareholders' knowledge, InterLink has substantially complied in all material respects with all labor and employment laws, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining, Americans With Disabilities Act, and the payment of social security and other taxes;
2.14.3 There is no unfair labor practice charge, complaint, or other action against InterLink pending or, to Shareholders' and InterLink's best knowledge, threatened before the National Labor Relations Board and InterLink is not subject to any order to bargain by the National Labor Relations Board;
2.14.4 No questions concerning representation have been raised or, to Shareholders' and InterLink's best knowledge, are threatened with respect to employees of InterLink;
2.14.5 No grievance that might have a material adverse effect on InterLink and no arbitration proceeding arising out of or under any collective bargaining agreement is pending and, to the best knowledge of Shareholders and the directors and responsible officers of InterLink, no basis exists for any such grievance or arbitration proceeding; InterLink has no collective bargaining or union contracts agreement in effect or being negotiated; and
2.14.6 To the best knowledge of Shareholders and the directors and responsible officers of InterLink, no employee of InterLink is subject to any noncompetition, nondisclosure, confidentiality, employment, consulting, or similar agreements with persons other than InterLink relating to the present business activities of InterLink; there is no labor strike, dispute, request for representation, slowdown, or stoppage pending or, to Shareholders' and InterLink's best knowledge, threatened against InterLink.
Employees and Labor Relations Matters. Except as set forth on SCHEDULE 2.1.13 or as provided in this Agreement:
(a) Micrion has complied in all material respects with all applicable labor and employment laws, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining, and the payment of social security and other taxes, except where the failure to comply has not had and is not reasonably likely to have a Material Adverse Effect on Micrion;
Employees and Labor Relations Matters. Except as set forth on SCHEDULE 2.2.13 or as provided in this Agreement:
(a) FEI has complied in all material respects with all applicable labor and employment laws, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining, and the payment of social security and other taxes, except where the failure to comply has not had and is not reasonably likely to have a Material Adverse Effect on FEI;
(b) There is no unfair labor practice charge, complaint, representation petition, grievance or other action against FEI pending or to FEI's knowledge threatened before the National Labor Relations Board or any other Governmental Entity and FEI is not subject to any order to bargain by the National Labor Relations Board;
(c) There is no labor strike, request for representation, slowdown, or work stoppage actually occurring, pending, or to FEI's knowledge threatened against FEI; and
(e) To FEI's knowledge no employee of FEI is subject to any noncompetition, nondisclosure, confidentiality, employment, consulting, or similar agreements with Persons other than FEI relating to the present business activities of FEI.
Employees and Labor Relations Matters. Except as provided in this Agreement:
2.14.1 Neither Shareholder nor the Company is aware that any executive or key employee of the Company or any group of employees of the Company has any plans to terminate employment with the Company; AGREEMENT AND PLAN OF MERGER - 7
2.14.2 To the Shareholder's knowledge, the Company has substantially complied in all material respects with all labor and employment laws, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining, Americans With Disabilities Act, and the payment of social security and other taxes;
2.14.3 There is no unfair labor practice charge, complaint, or other action against the Company pending or, to Shareholder's and the Company's knowledge, threatened before the National Labor Relations Board and the Company is not subject to any order to bargain by the National Labor Relations Board;
2.14.4 No questions concerning representation have been raised or, to Shareholder's and the Company's knowledge, are threatened with respect to employees of the Company;
2.14.5 No grievance that might have a material adverse effect on the Company and no arbitration proceeding arising out of or under any collective bargaining agreement is pending and, to the knowledge of Shareholder and the directors and responsible officers of the Company, no basis exists for any such grievance or arbitration proceeding; Company has no collective bargaining or union contracts agreement in effect or being negotiated; and
2.14.6 To the knowledge of Shareholder and the directors and responsible officers of the Company, no employee of the Company is subject to any noncompetition, nondisclosure, confidentiality, employment, consulting, or similar agreements with persons other than the Company relating to the present business activities of the Company; there is no labor strike, dispute, request for representation, slowdown, or stoppage pending or, to Shareholder's and the Company's knowledge, threatened against the Company.
Employees and Labor Relations Matters. (a) Except as set forth on Part 3.9 of the VITALSTREAM DISCLOSURE SCHEDULE,
(i) To the Knowledge of VitalStream and its Subsidiaries, no VitalStream or Subsidiary Material employee or executive has any plans to terminate employment with VitalStream;
(ii) VitalStream and its Subsidiaries have complied in all respects with all labor and employment laws, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining, and the payment of social security and other Taxes, except where the failure to comply would not have a Material Adverse Effect;
(iii) No questions concerning union representation have been raised or are threatened with respect to employees of VitalStream or any Subsidiary;
(iv) No grievance that might have a Material Adverse Effect on VitalStream or any Subsidiary and no arbitration proceeding arising out of or under any collective bargaining agreement are pending and to VitalStream's Knowledge no basis exists for any such grievance or arbitration proceeding;
(v) To the Knowledge of VitalStream and its Subsidiaries, no employee of VitalStream or any Subsidiary is subject to any noncompetition, nondisclosure, confidentiality, employment, consulting, or similar agreements with Persons that would be breached by the performance by such employee of services to VitalStream and its Subsidiaries.
Employees and Labor Relations Matters. Except as set forth on the Disclosure Schedule or as provided in this Agreement:
(a) No GMHC key employee or executive has communicated to GMHC any plans to terminate employment with GMHC.
(b) GMHC and its subsidiaries have complied in all material respects with all labor and employment laws, including provisions thereof relating to wages, hours, equal opportunity, discrimination, collective bargaining, and the payment of social security and other taxes, except where the failure to comply would not have a Material Adverse Effect;
(c) There is no unfair labor practice charge, complaint, representation, petition, or other action against GMHC or any of its subsidiaries pending or to GMHC's best knowledge threatened before the National Labor Relations Board or any other Governmental Entity and neither GMHC nor any of its subsidiaries is subject to any order to bargain by the National Labor Relations Board;
(d) There is no labor strike, request for representation, slowdown, or work stoppage actually occurring, pending, or to GMHC's best knowledge threatened against GMHC or any of its subsidiaries;
(e) To GMHC's knowledge, no questions concerning representation have been raised or are threatened with respect to employees of GMHC or any of its subsidiaries;
(f) No grievance that might have a Material Adverse Effect on GMHC or any of its subsidiaries and no arbitration proceeding arising out of or under any collective bargaining agreement is pending and to GMHC's best knowledge no basis exists for any such grievance or arbitration proceeding; and
(g) To GMHC's knowledge, no employee of GMHC or any of its subsidiaries is subject to any noncompetition, nondisclosure, confidentiality, employment, consulting, or similar agreements with Persons other than GMHC or its subsidiaries relating to the present business activities of GMHC.
(h) All employees of GMHC and its subsidiaries are at-will employees, and GMHC is not a party or otherwise subject to any collective bargaining or other agreement governing the wages, hours or terms of employment of its employees. GMHC has no written severance pay plan, policy, practice or agreement with any of its employees, except as described in the Disclosure Schedule.
(i) GMHC has not experienced any primary work stoppage or other organized work stoppage involving its employees in the past five years.
(j) There are no pending claims, and to GMHC's best knowledge, no threatened claims by or on behalf of any of the employees of GMHC or an...
