Employees and Related Matters. There are no pending or threatened disputes, grievances, charges, complaints, petitions or proceedings involving the employees of Seller that could be reasonably expected to have a Material Adverse Effect and there are no pending or threatened strikes, lockouts or general work stoppages involving employees of Seller which could cause a cessation of operation of the Business or any facility where the Business is conducted and Seller is not subject to show cause, notices or debarment or administrative procedure involving any Governmental Authority related to its employees practices with respect to the Business that could reasonably be expected to result in a Material Adverse Effect.
Employees and Related Matters. (i) Schedule 3.17.1(a) is a complete list of all (a) employees of HRSI, and when the Asset Transfer takes place, the Company, none of which employees of HRSI will be transferred to or otherwise employed by the Company in connection with this Agreement or the Asset Transfer and Schedule 3.17.1(b) is a complete list of all (b) Independent Contractors.
(ii) Except as set forth in Schedule 3.17.2, no employee or Independent Contractor has made any claim or, to the Knowledge of HRSI or the Company, has any basis for any action or proceeding against HRSI or the Company, arising out of any statute, ordinance regulation or common law relating to discrimination in employment or employment practices, harassment, occupational health and safety standards or worker’s compensation. Without limiting the generality of the foregoing, no notice has been received by HRSI or the Company of any complaint filed by any of the employees or Independent Contractors against any of HRSI or the Company claiming that HRSI or the Company has violated any applicable employee or human rights or similar legislation in the jurisdictions in which the Company conducts business or of any complaints or proceedings of any kind involving HRSI or the Company or, to the Knowledge of HRSI or the Company, any of the employees of HRSI or the Company before the National Labor Relations Board or other administrative body. There are no outstanding orders, charges or complaints against HRSI or the Company under the Occupational Health and Safety Act (or any applicable health and safety legislation in the jurisdictions in which the Company conducts business). All levies, assessments and penalties made against HRSI or the Company pursuant to the workers’ compensation and employer liability laws of every jurisdiction in which HRSI or the Company now conducts or has ever conducted business have been paid by HRSI or the Company and neither HRSI nor the Company has been reassessed under any such legislation since HRSI’s or the Company’s inception.
(iii) Except as accrued in the Financial Statements, no employee, Independent Contractor, consultant or agent has made or, to the Knowledge of HRSI or the Company, has any basis for making any claim (whether under law, any employment or consulting agreement or otherwise) against HRSI or the Company on account of or for (i) overtime pay, other than overtime for the current payroll period, (ii) wages or salary for any period other than the current payroll period, (iii) ...
Employees and Related Matters. (1) Schedule 3.1.20 contains a complete list of all written employee benefit plans, whether covering one person or more than one person, sponsored or maintained by each Seller. Schedule 3.1.20 also contains a list of any other agreements with employees under which any employee of any Seller is entitled to receive a percentage of profits or revenues of all or any portion of Sellers. For the purposes hereof, the term "employee benefit plan" includes all written plans, funds, programs and policies, providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. Without limitation, the term "employee benefit plan" includes all employee welfare benefit plans within the meaning of section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of section 3(2) of ERISA. Each plan providing benefits which are funded through a policy of insurance is indicated by the word "insured" placed by the listing of the plan in Schedule 3.1.20. Except as provided in Schedule 3.1.20, no Seller nor any trade or business (whether or not incorporated) which, together with any Seller, would be treated as a single employer under Section 4001 of the Employee Retirement Income Security Act of 1974 (an "ERISA Affiliate") is a contributing employer to a multi-employer plan as defined in Section 3(37) of ERISA. With respect to employee benefit plans subject to Title IV of ERISA other than multi-employer plans, each Seller has made full and timely payment of all contributions required under the terms of each such plan and Section 412(m) of the Internal Revenue Code of 1986, as amended (the "Code") and Section 302(e) of ERISA; the present fair market value of all assets of each such plan exceeds the present value of all vested benefits under each such plan, as determined on the most recent valuation date of such plan and in accordance with the provisions of ERISA and the regulations thereunder for calculating the potential liability of each Seller or any ERISA Affiliate under Title IV of ERISA; and no accumulated funding deficiency (as defined in Section 412 of the Code and Section 302 of ERISA) exists with respect to any such plan. No Seller nor any ERISA Affiliate has inc...
Employees and Related Matters a) Section 4.21(a) of the Seller Disclosure Schedule is a true, correct and complete list, as of the date shown thereon, of all employees of the Seller Companies that are fully dedicated to the operations of the Wholesale Business (the “Wholesale Employees”), including each such employee’s site of employment, position and department, hiring date, salary or hourly rate, and Past Service with the Seller Companies. As of the Employee Closing, none of the Wholesale Employees shall have an unpaid balance of unused vacation, sick leave, personal days or any other accrued paid time off as reflected in Seller’s personnel records, including time earned to be used during calendar year 2009, all of which shall have been paid or satisfied by the Seller Companies in accordance with its practices and policies prior to the Employee Closing. Based upon the practices and policies of the Seller Companies in existence on the date of this Agreement, (i) the Wholesale Employees earn paid time off on a calendar year basis during the then current year, and (ii) (except for a portion of the sick time earned by hourly Wholesale Employees), the Wholesale Employees cannot carry forward unused time off into the next calendar year.
b) The expenses associated with the Wholesale Employees for Seller’s 2008 fiscal year ended February 2, 2008, are included within the Adjusted Wholesale P&L Statement and reflected in the Adjusted Wholesale EBITDA.
c) None of the Wholesale Employees are represented by a labor union or labor organization. Neither Seller Company is subject to or a party to any collective bargaining agreement or other agreement with a labor union or labor organization covering any Wholesale Employee.
d) There are no employment agreements, severance agreements or severance plans or policies with respect to the Wholesale Employees, except for the severance policies and severance agreement described in Section 4.21(d) of the Seller Disclosure Schedule.
e) The Seller Companies are in material compliance with all applicable laws respecting employment practices, terms and conditions of employment, management-labor relations and wages and hours which are in effect as of this Agreement and on the date of the Employee Closing.
f) There is no labor or employment dispute or claim pending or, to the knowledge of the Seller Companies, threatened, by any Wholesale Employee against the Seller Companies. There is no unfair labor practice, charge or complaint relating to any of the Wholesale E...
Employees and Related Matters. Exhibit K, attached hereto and made a part hereof, is a complete list of all employees of the Company, listing the title or position held, base salary, any commissions or other compensation paid or payable, all employee benefits received by such employees and any other terms of any oral or written agreement with the Company.
Employees and Related Matters. Exhibit I, attached hereto and made a part hereof, is a complete list of all employees of the Company, listing the title or position held, base salary, any commissions or other compensation paid or payable, all employee benefits received by such employees and any other terms of any oral or written agreement with the Company.
Employees and Related Matters. To Parent's knowledge, all of the employee benefit plans (as defined in Section 3(3) of ERISA) which are or have been maintained or contributed to by Parent or any incorporated or unincorporated trade or business (an "ERISA Affiliate") which together with Parent would be treated as a single employer under Section 414 of the Code have been maintained and contributed to in compliance with the requirements of ERISA, the Code and other applicable law; and to Parent's knowledge, Parent and its ERISA Affiliates have paid and discharged when due all obligations and liabilities arising under such plans, ERISA, the Code and other Applicable Law of a character which, if not paid or discharged, are likely to result in the imposition of an Encumbrance or the assertion of a liability enforceable against the Purchased Assets. There are no labor agreements between Parent or any Affiliate of Parent and any collective bargaining representative who represents employees employed by Parent or any of its Affiliates which relate to or affect the ownership, maintenance or operation of the Purchased Assets.
Employees and Related Matters. (a) Schedule 4.9(a) sets forth a complete and correct list of all Employee Benefit Plans maintained or contributed to by Seller or any ERISA Affiliate in respect of or for the benefit of Employees (the “Seller’s Benefit Plans”).
(b) Schedule 4.9(b) sets forth a complete and correct list of all Employees including their position, length of employment with Seller, current annual compensation for salaried employees, and current hourly rate and total annual compensation for hourly employees (including overtime).
(c) Seller represents and warrants, to the best of Seller’s knowledge, that it is in compliance, in all material respects, with all applicable Laws, statutes, ordinances, regulations, orders or rules of any applicable Governmental Entity, relating to labor, employment, employment practices, terms and conditions of employment, wages, hours of work, employee benefits, immigration, non-discrimination, collective bargaining, plant closings, layoffs, terminations, and occupational safety and health, and the Seller is not engaged in any unfair labor practice or unlawful employment practice in any applicable jurisdiction. All Employees of the Seller have been properly compensated and properly classified as exempt or non-exempt, and all individuals who are classified as “consultants” or “independent contractors” are properly classified and properly excluded from eligibility for benefits under any of Seller’s Benefit Plans.
(d) Seller represents and warrants that: (i) none of the Employees are represented by a labor union or labor organization; (ii) Seller is not subject and is not a party to any collective bargaining agreement or other agreement with a labor union or labor organization covering any Employee or the Business; (iii) within the past five years, there have been no union organizing campaigns, labor strikes, slowdowns, work stoppages or lockouts currently affecting or, to Seller’s knowledge, threatened against Seller with respect to any Employees or the Business; (iv) there are no pending or unremedied labor or employment charges, complaints, or lawsuits (including without limitation, claims or charges relating to labor, employment, employment practices, wages, hours, terms and conditions of employment, employee benefits, immigration, non-discrimination, collective bargaining, plant closings, lay-offs, terminations, and occupational safety and health), unfair labor practices, arbitrations or grievances pending against Seller with respect to any Emplo...
Employees and Related Matters. (a) Schedule 4.16 is a complete list of all employees (including directors) of CTI and its Subsidiaries, listing the title or position held, commencement date, base salary, any commissions or other compensation paid or payable, all employee benefits received by such employees and any other material terms of any oral or written employment related agreement between such employees and CTI or any Subsidiary, CTM, Principal or Affiliate thereof; and, except as provided by legislation or as described in Schedule 4.16, all Contracts of employment or for the provision of such services to which CTI or any Subsidiary are a party can be terminated by it, without payment of compensation, by not more than 30 days' notice, except oral contacts of employment terminable on reasonable notice pursuant to the common law. Schedule 4.16 also includes a list of all consultants and agents of CTI and its Subsidiaries and a complete and accurate description of all oral and written consulting or agency agreements with such consultants and agents, amounts, and a list of all amounts paid or payable to them thereunder by CTI 16 or its Subsidiaries. Schedule 4.16 also sets forth all persons who are independent contractors and who own or operate vehicles on behalf of CTI or any Subsidiary.
(b) No notice has been received by CTI or any Subsidiary of any complaint filed by any of the employees or any other party against CTI or any Subsidiary claiming that CTI or any Subsidiary has violated the Canada Labour Code, Employment Standards Act (Ontario), the Canadian Human Rights Act or the Human Rights Code (Ontario) (or any applicable employee or human rights or similar legislation in the other jurisdictions in which CTI or any Subsidiary operates) or of any complaints or proceedings of any kind involving CTI or any Subsidiary or, to any of the Principals', CTM's or CTI's knowledge, after due inquiry, any of the employees of CTI or any Subsidiary before any labour or industrial relations board, except as disclosed in Schedule 4.16(b). There are no outstanding orders or charges against CTI or any Subsidiary under the Occupational Health and Safety Act (Ontario) (or any applicable health and safety legislation in the other jurisdictions in which CTI or any Subsidiary operates). All levies, assessments and penalties made against CTI or any Subsidiary pursuant to the Workplace Safety and Insurance Act, 1997 (Ontario) or the predecessor Workers' Compensation Act (Ontario) (and any applicable worke...
Employees and Related Matters. (a) Seller has heretofore delivered a complete list of all employees of each Subsidiary, listing the title or position held, base salary, any commissions or other compensation paid or payable in 1996 as reflected on such Schedule, all employee benefits received by such employees and any other terms of any oral or written agreement between any such employee and the Seller, any Subsidiary or any Affiliate thereof. The Seller has heretofore delivered to the Buyer true and correct copies of each management or employment contract or contract for personal services and a complete description of any other understanding or commitment between any Subsidiary (or the Seller on behalf of any Subsidiary) and any officer, consultant, director, employee, independent contractor or other person or entity.
(b) The Seller is not a party to any collective bargaining agreement or labor contract.
(c) The Seller has taken all necessary actions to comply with the Worker Adjustment and Retraining Notification Act (the "WARN Act") through the Closing Date, to the
