Employees; Employee Relations. (a) Schedule 2.20 sets forth (i) the name and current annual salary (or rate of pay) and other compensation (including, without limitation, normal bonus, profit-sharing and other compensation) now payable by the Company to each employee (which for all purposes shall include employees leased by the Company from a third party) whose current total annual compensation or estimated compensation is $35,000 or more, (ii) any increase to become effective after the date of this Agreement in the total compensation or rate of total compensation payable by the Company to each such person, (iii) any increase to become payable after the date of this Agreement by the Company to employees other than those specified in clause (i) of this Section 2.20
(a) (other than in the ordinary course of business consistent with past practice), (iv) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within sixty (60) days) made by the Company to, or made to the Company by, any director, officer or employee, (v) all other transactions between the Company and any director, officer or employee thereof since December 31, 2000 other than as described in clauses (i)-(iv) of this Section 2.20
(a) (other than in the ordinary course of business consistent with past practice), (vi) all accrued but unpaid vacation pay owing to any officer or employee that is not disclosed on the Financial Statements, (vii) any relative of any of the Shareholders (whether by blood, marriage or adoption) employed by the Company and the position and salary and other compensation payable thereto, and (viii) any engagement or use by the Company in any material manner of the employees of another entity or the engagement or use of the Company's employees in any material manner by another entity since January 1, 1999 or any outstanding obligations of the Company to engage any such third-party employees or make available its employees.
(b) Except as disclosed on Schedule 2.20, the Company is not a party to, or bound by, the terms of any collective bargaining agreement, and the Company has not experienced any material labor difficulties during the last five (5) years and, during the last five (5) years, none of the employees of the Company has been represented by any labor union or other employee collective bargaining organization, was a party to, or bound by, any labor or other collective bargaining agreement or has been subject to or involved in or, to ...
Employees; Employee Relations. (a) Set forth on Part 3.16(a) of the Disclosure Memorandum is a complete and accurate list of the following information: (i) the name and current annual salary (or rate of pay) and other compensation (including, without limitation, normal bonus, profit-sharing and other compensation) now payable by any Seller to each Employee or director; (ii) any increase to become effective after the date of this Agreement in the total compensation or rate of total compensation payable by any Seller to each Employee or director; and (iii) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within sixty (60) days) made by any Seller to, or made to any Seller by, each Employee or director. Since the Most Recent Audit Date, Seller has not increased the compensation of any Employee, officer or director other than in the ordinary course of business consistent with past practice and has not granted any unusual or extraordinary bonuses, benefits or other forms of direct or indirect compensation to any Employee, officer or director.
(b) No Seller is a party to, nor bound by, the terms of any collective bargaining agreement, contract, letter of understanding (formal or informal) with any labor union or organization, and no Seller has ever experienced any material labor difficulties. There are no material labor disputes existing, or to the Knowledge of Company, threatened involving, by way of example, strikes, work stoppages, slowdowns, picketing, or any other interference with work or production, or any other concerted action by Employees. No grievance or other legal action arising out of any collective bargaining agreement or relationship exists, or to the Knowledge of Company, is threatened. No charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the Knowledge of Company, are threatened.
(c) No Actions or Claims exist under any Laws affecting the employment relationship, and to the Actual Knowledge of Company, no Actions or Claims are threatened under any such Laws and, to the Knowledge of Company, no facts or circumstances exist which would give rise to any such Actions or Claims. No Seller is subject to any settlement or consent decree with any present or former Employee, employee representative or any Governmental Authority relating to Claims of discrimination or other Claims in respect to employment practices and policies. No Governmental Authority has issued a j...
Employees; Employee Relations. (a) Except as set forth in Section 2.19(a) of the Disclosure Schedule, the Company Group is and has been, during the past three (3) years, in compliance in all material respects with all Laws relating to employment and personnel and labor, including all Laws respecting wages and hours, holiday pay and the calculation of holiday pay, child labor, equal opportunity, collective bargaining, Immigration Reform and Control Act and any other immigration Law, the Worker Adjustment and Retraining Notification Act 29 U.S.C. § 2101 et seq. or any similar foreign, state or local law relating to plant closings, collective redundancies and layoffs (the “WARN Act”), employment discrimination and harassment including sexual harassment, disability rights or benefits, collective dismissals, affirmative action, workers’ compensation, independent contractor and worker classification, labor relations, unemployment insurance, employee leave issues, terms and conditions of employment, plant closings, collective redundancies and mass layoffs, health and safety, and automated employment decision tools and other artificial intelligence (collectively, the “Employment Laws”). During the past three (3) years, the Company Group has not implemented any employee layoffs or plant closures that gave rise to notice obligations under the WARN Act. During the past six (6) years, each member of the Company Group has timely paid all wages, salaries, bonuses, commissions, expenses, wage premiums, or other compensation that has become due and payable to its current and former employees, individual independent contractors, workers, or other individual service providers pursuant to a Law, Contract or employment policy or has otherwise accrued such amounts on the Interim Balance Sheet.
(b) Except as set forth in Section 2.19(b) of the Disclosure Schedule, during the past three (3) years, the Company Group has not engaged in any unfair labor practice and has not received written notice of any unfair labor practice charge or complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority. Except as set forth in Section 2.19(b) of the Disclosure Schedule, there are no Proceedings pending, or to the Knowledge of the Company, threatened, or reasonably anticipated, against the Company Group by any current or former employee, worker, director, or individual independent contractors of the Company Group with respect to any Employment Laws, and, to the Knowledge o...
Employees; Employee Relations. (a) Section 4.15(a) of the Disclosure Schedule contains a list of all persons who are directors, officers, employees, independent contractors or consultants of the Company as of the Closing Date, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position, if applicable (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the Closing Date. As of the Closing Date, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Company for services performed on or prior to the Closing Date have been paid in full or accrued for on the applicable balance sheet of the Company or are payable pursuant to Article II hereof. No officer or key employee of the Company has given written notice to the Company or any Seller that such person intends to terminate his or her employment with the Company.
(b) There are no Legal Actions currently pending against the Company or, to Sellers’ Knowledge, threatened, arising out of any Laws pertaining to employment or employment practices as such Laws pertain to any current or former employee of the Company. Except as provided in Section 4.11 of the Disclosure Schedule, the Company is not currently subject to any settlement or consent decree with any present or former employee, employee representative or any Authority relating to claims of discrimination or other claims in respect to employment practices and policies; and the Company is not currently subject to any Order with respect to the labor and employment practices (including practices relating to discrimination) of the Company specifically. The Company has not received written notice of the intent of any Authority responsible for the enforcement of labor or employment Laws to conduct an investigation of the Company with respect to or relating to such Laws and to Sellers’ Knowledge, no such investigation is in progress. The Company has not incurred in the three years prior to the Closing Date, and will not incur as a result of Sellers’ execution of this Agreement, any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar applicable state laws...
Employees; Employee Relations. (a) There are no Proceedings, whether by any Governmental Authority, any current or former Employee or any other Person, against or involving any of the Company Parties pending or, to the knowledge of MHR and the Company Parties, threatened against any of the Company Parties. There are no grievances, complaints or charges that have been filed or threatened against any of the Company Parties under any dispute resolution procedure that could have a Material Adverse Effect on any of the Company Parties or the conduct of the Business, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted in writing against any of the Company Parties. The Company Parties have in place all material employee policies required by Legal Requirements and, to the knowledge of MHR and the Company Parties, there have been no violations or alleged violations of any of such policies. None of the Company Parties has received notice indicating that any of its employment policies or practices are currently being audited or investigated by any Governmental Authority, and no Governmental Authority has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of any of the Company Parties. Each of the Company Parties is, and at all times since the Company’s inception has been, in compliance with all applicable Legal Requirements related to employment, labor or immigration.
(b) None of the Company Parties is party to or bound by any collective bargaining agreement, and no such agreement is being negotiated, applicable to any Employee, nor has any of the Company Parties agreed to recognize any union or other collective bargaining representative, nor has any union or collective bargaining representative been certified as a representative of the Employees. The Company Parties have not experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes with respect to any Employee. None of the Company Parties has committed any unfair labor practice with respect to any Employee. No organizational efforts are presently being made or threatened, or have been made or threatened during the three years prior to the Closing, by or on behalf of any labor union with respect to any Employees.
(c) None of the Company Parties is subject to any settlement or consent decree with any present or former Employee, employee representative or any G...
Employees; Employee Relations. (a) Schedule 2.24(a) of the Disclosure Letter identifies for each employee who provides services to any Company Group entity, his or her (i) name, job title, employing entity, original hire date, service date and status as exempt or non-exempt under the FLSA and any other applicable Legal Requirement, (ii) current annualized salary (or rate of pay) and other compensation (including bonus, additional forms of pay, profit-sharing, pension benefits and other compensation for which he or she is eligible) paid during 2019 and paid or payable for 2020 to such Person, (iii) leave status (including type of leave, duration of leave and expected return date) and (iv) details of any applicable visa.
(b) Those individuals set forth on Schedule 2.24(a) of the Disclosure Letter represent the entirety of the individuals who are employed or otherwise engaged in conjunction with the Business. Except as accrued as a current Liability on the Company Group Interim Balance Sheet, all wages, bonuses and other compensation, if any, due and payable as of the Closing Date to all present and former employees and contractors of any Company Group Entity have been paid in full, or will be paid in full, to such employees and contractors prior to the Closing Date. The compensation and benefits (including vacation and other paid time off benefits) paid, payable or provided with respect to all employees and contractors of any Company Group Entity have been reflected in the Company Group Financial Statements for the periods covered thereby. MIPA – AAG Hyundai 18
(c) Except as set forth on Schedule 2.24(c) of the Disclosure Letter, no Company Group entity is a party to, nor has it ever been bound by, the terms of any collective bargaining agreement or any other Contract with any labor union or representative of employees, and no such agreements are being negotiated. Except as set forth on Schedule 2.24(c) of the Disclosure Letter no labor union or representative thereof claims to or, to the Knowledge of Xxxxxxxx, is seeking to represent any such employees.
(d) Except as set forth on Schedule 2.24(d) of the Disclosure Letter, no Company Group Entity has entered into, and is bound by any severance, retention, bonus, change of control, termination pay or similar Contract with any Person, either express or implied, and no Company Group Entity is currently negotiating, and it does not have any outstanding offer with respect to, any such agreement or matter.
(e) Except as set forth on Schedule 2....
Employees; Employee Relations. (a) Schedule 3.24(a) identifies for Pipelogic the following:
(i) for each employee of Pipelogic, his or her (A) name, job title, employing entity, original hire date, service date, (B) annualized base salary or hourly rate of pay, as applicable, (C) bonuses and other compensation (including incentive, additional forms of pay, profit-sharing, pension benefits and other compensation for which he or she is eligible), if any, paid in 2017 and paid or payable for 2018, (D) status as exempt or non-exempt under the Fair Labor Standards Act, (E) accrued and unused vacation (and any other paid time off) as of the date of this Agreement, (F) leave status (including type of leave, start date and expected return date), (G) details of any applicable visa (including type of visa, dates of validity, and sponsoring entity), and (H) details of any co-employment relationship;
(ii) any increase or decrease to become effective after the date of this Agreement in the total compensation or rate of total compensation (including bonus, incentive, profit-sharing, pension benefits and other compensation) payable by Pipelogic to any employee or contractor of Pipelogic;
(iii) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within sixty (60) days) made by Pipelogic to, or made to Pipelogic by, any present or former director, officer, manager, contractor or employee of Pipelogic;
(iv) all transactions outside of the Ordinary Course of Business of Pipelogic between Pipelogic and any director, officer, manager, member, employee, or contractor thereof since December 31, 2014;
(v) the name of each director and officer of Pipelogic (including the title of any officer); and
(vi) the name, compensation and service terms of any individual providing services to Pipelogic as an independent contractor. The individuals set forth in Schedule 3.24(a) represent all of the individuals whose employment materially involves providing services to or for Pipelogic.
(b) Except as set forth in Schedule 3.24(b) or to the extent accrued as a current liability on the Interim Balance Sheet, all wages, bonuses and other compensation, if any, due and payable as of the date of this Agreement to all present and former employees and contractors of Pipelogic have been paid in full, or will be paid in full, to such employees and contractors prior to the Closing. The compensation and benefits (including vacation and other paid time off benefits) pai...
Employees; Employee Relations. (a) The Company is not a party to, nor bound by, the terms of any collective bargaining agreement, contract, letter of understanding (formal or informal) with any labor union or organization, and has ever experienced any material labor difficulties. There are no material labor disputes existing, or to the Knowledge of the Company, threatened involving, by way of example, strikes, work stoppages, slowdowns, picketing, or any other interference with work or production, or any other concerted action by Employees. No grievance or other legal action arising out of any collective bargaining agreement or relationship exists, or to the Knowledge of the Company, is threatened. No charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the Knowledge of the Company, are threatened.
(b) No Actions or Claims exist under any Laws affecting the employment relationship, and to the Actual Knowledge of the Company. No Actions or Claims are threatened under any such Laws and, to the Knowledge of the Company, no facts or circumstances exist which would give rise to any such Actions or Claims.
Employees; Employee Relations. 17 5.20 INSURANCE.....................................................18 5.21 INTERESTS IN CUSTOMERS, SUPPLIERS, ETC........................19 5.22
Employees; Employee Relations. (a) Attached hereto as Schedule 4.9 is a list of (i) all current employees of Seller assigned exclusively to the Transferred Antibody Collection Business, and (ii) a correct and complete list setting forth the name, job title and current hourly or salaried rate of compensation of each such employee with a salaried rate of $50,000 or more in 2000 from the Seller in earnings subject to employment income tax.
(b) With respect to the Transferred Antibody Collection Business, to the Seller's knowledge, the Seller is in material compliance with all federal, state and municipal laws respecting employment, employment practices, terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practice.
(c) The Seller is not a party to any collective bargaining agreement with respect to the Transferred Antibody Collection Business. No labor union or similar organization represents the employees of the Transferred Antibody Collection Business and, to the knowledge of the Seller, no such organization is attempting to organize such employees.
