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 the best Knowledge of the Company and the Shareholders, threatened with, any union elections, petitions or other organizational or recruiting activities. Except as set forth on Schedule 2.20, there are no labor disputes existing, or to the best Knowledge of the Company and the Shareholders, 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 charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the best Knowledge of the Company and the Shareholders, are threatened. (c) The Company and the Shareholders have no Knowledge of any facts that would indicate that the employees of the Company will not continue in the employ thereof following the Closing on a basis similar to that existing on the date of this Agreement. Since December 31, 1998, except as set forth on Schedule 2.20, the Company has not experienced any difficulties in obtaining any qualified personnel necessary for the operations of its business and, to the best knowledge of the Company and the Shareholders, no such shortage of qualified personnel is threatened or pending. Except as disclosed on Schedule 2.20, the Company is not a party to any employment contract with any individual or employee, either express or implied. No legal proceedings, charges, complaints or similar actions exist under any federal, state or local laws affecting the employment relationship including, but not limited to: (i) anti-discrimination statutes such as Title VII of the Civil Rights Act of 1964, as amended (or similar state or local laws prohibiting discrimination because of race, sex, religion, national origin, age and the like); (ii) the Fair Labor Standards Act or other federal, state or local laws regulating hours of work, wages, overtime and other working conditions; (iii) requirements imposed by federal, state or local governmental contracts such as those imposed by Executive Order 11246; (iv) state laws with respect to tortious employment conduct, such as slander, harassment, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, or loss of consortium; or (v) the Occupational Safety and Health Act, as amended, as well as any similar state laws, or other regulations respecting safety in the workplace; and, to the best Knowledge of the Shareholders, (A) no proceedings, charges or complaints are threatened under any such laws or regulations and (B) no facts or circumstances exist that would give rise to any such proceedings, charges, complaints or claims, whether valid or not. The Company is not subject to any settlement or consent decree with any present or former employee, employee representative or any government or Agency relating to claims of discrimination or other claims in respect to employment practices and policies; and no government or Agency has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of the Company. Since December 31, 1998 the Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state laws; and the Company has not laid off more than ten percent (10%) of its employees at any single site of employment in any ninety (90) day period during the twelve (12) month period ending at the Closing Date. (d) Schedule 2.20 sets forth information provided by the Companies' insurer with respect to (i) the loss history on an annual basis for each Company over the last three (3) fiscal years (with such report dated August 2000); (ii) each injury (without any individually identifiable information), with a summary of (A) the nature of the reported injury, and (B) the aggregate medical expenses incurred for such claim; and (iii) each Company's workers compensation open claims report dated February 2001 (as furnished by the Companies' carriers). (e) The Company is in compliance in all material respects with the provisions of the Americans with Disabilities Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fyi Inc)
Employees; Employee Relations. (a) Schedule 2.20 sets forth (i) the name name, job title 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 (A) each employee (which for all purposes of this Agreement shall include employees leased by the Company from a third party) whose current total annual compensation or estimated compensation is $35,000 80,000 or moremore and (B) each relative of any of the Members (whether related by blood, marriage, adoption or otherwise), (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 practice2.20(a), (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 31from and after January 1, 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)2003, (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 ’s employees in any material manner by another entity since from and after January 1, 1999 2003 or any outstanding obligations of the Company to engage any such third-party employees or make available its employeesemployees (setting forth a list of the applicable employees (whether of the Company or such other entity), their job positions and current annual salaries (or rate of pay) and other compensation and the percentage of time of employment allocable to the Company over (A) the preceding twelve (12) months and (B) the preceding six (6) months), and (viii) the written or oral personnel policies, rules and procedures applicable to employees from and after January 1, 2003 (of which true and complete copies of such written personnel policies shall heretofore have been delivered by the Company to Buyer). Except as disclosed on Schedule 2.20, no relative of any Member is employed or retained by or receives benefits from the Company.
(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 disputes or 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 in connection with such employment or has been subject to or involved in or, to the best Knowledge knowledge of the Company and the ShareholdersMembers, threatened with, any union elections, petitions or other organizational or recruiting activities. Attached to Schedule 2.20 are true and complete copies of any labor or collective bargaining agreements to which the Company has been a party or bound during the last five (5) years. Except as set forth on Schedule 2.20, there are no labor disputes existing, or to the best Knowledge knowledge of the Company and the ShareholdersMembers, 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 charges or proceedings before the National Labor Relations Board, Board or similar agency, Agency exist, or to the best Knowledge knowledge of the Company and the ShareholdersMembers, are threatened.
(c) The relationships enjoyed by the Company with its employees are good and neither the Company and the Shareholders Members have no Knowledge any knowledge of any facts that would indicate that the employees of the Company will not continue in the employ thereof following the Closing on a basis similar to that existing on the date of this Agreement. Since From and after December 31, 19982003, except as set forth disclosed on Schedule 2.20, the Company has not experienced any difficulties in obtaining any qualified personnel necessary for the operations of its business and, to the best knowledge of the Company and the ShareholdersMembers, no such shortage of qualified personnel is threatened or pending. Except as disclosed on Schedule 2.20, the Company is not a party to any employment contract with any individual or employee, either express or implied. No legal proceedings, charges, complaints or similar actions exist under any federal, state or local laws affecting the employment relationship including, but not limited to: (i) anti-discrimination statutes such as Title VII of the Civil Rights Act of 1964, as amended (or similar state or local laws prohibiting discrimination because of race, sex, religion, national origin, age and the like); (ii) the Fair Labor Standards Act or other federalFederal, state or local laws regulating hours of work, wages, overtime and other working conditions; (iii) requirements imposed by federalFederal, state or local governmental contracts such as those imposed by Executive Order 11246; (iv) state laws with respect to tortious employment conduct, such as slander, harassment, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, battery or loss of consortium; or (v) the Occupational Safety and Health Act, as amended, as well as any similar state laws, or other regulations respecting safety in the workplace; and, and to the best Knowledge knowledge of the ShareholdersCompany and the Members, (A) no proceedings, charges or complaints are threatened under any such laws or regulations and (B) no facts or circumstances exist that would give rise to any such proceedings, charges, complaints or claims, whether valid or not. The Company is not subject to any settlement or consent decree with any present or former employee, employee representative or any government or Agency relating to claims of discrimination or other claims in respect to employment practices and policies; and no government or Agency has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of the CompanyCompany or any of its affiliates. Since December 31, 1998 2001 the Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state laws; and the Company has not laid off more than ten percent (10%) of its employees at any single site of employment in any ninety (90) day period during the twelve (12) month period ending at the Closing Date.
(d) Schedule 2.20 sets forth information provided by the Companies' insurer with respect to (i) the loss history on an annual basis for each Company over the last three (3) fiscal years (with such report dated August 2000); (ii) each injury (without any individually identifiable information), with a summary of (A) the nature of the reported injury, and (B) the aggregate medical expenses incurred for such claim; and (iii) each Company's workers compensation open claims report dated February 2001 (as furnished by the Companies' carriers).
(e) The Company is in compliance in all material respects with the provisions of the Americans with Disabilities Act.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Sourcecorp Inc)
Employees; Employee Relations. (a) Schedule 2.20 5.19 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 25,000 or more, (ii) any increase committed by the Company 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 committed by the Company 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 practice5.19(a), (iv) all presently outstanding loans and advances (other than routine travel advances and other routine business expense advances of less than $10,000 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, director or officer or employee thereof since December 31, 2000 other than as described in clauses 1997, (i)-(ivvi) the terms and conditions of this Section 2.20
any and all employment agreements, whether written or oral, entered into by the Company and (avii) (other than except for accruals 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 2.205.19, 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 the best Knowledge of the Company and the Shareholders, threatened with, any union elections, petitions or other organizational or recruiting activities. Except as set forth on Schedule 2.205.19, there are no labor disputes existing, or to the best Knowledge knowledge of the Company and the Major Shareholders, 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 charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the best Knowledge knowledge of the Company and the Major Shareholders, are threatened.
(c) The relationships enjoyed by the Company with its employees are good and except as set forth in Schedule 5.19(c), the Major Shareholders have no Knowledge knowledge of any facts that would indicate that the employees of the Company will not continue in the employ thereof following the Closing on a basis similar to that existing on the date of this Agreement. Since Except for normal difficulties in the present job market, since December 31, 1998, except as set forth on Schedule 2.201997, the Company has not experienced any material difficulties in obtaining any qualified personnel necessary for the operations of its business and, to the best knowledge of the Company and the Major Shareholders, no such shortage of qualified personnel is threatened or pendingpending which would have a Material Adverse Effect on the Company. Except as disclosed on Schedule 2.205.19, the Company is not a party to any employment contract with any individual or employee, either express or implied. No legal proceedings, charges, complaints or similar actions exist under any federal, state or local laws affecting the employment relationship including, but not limited to: (i) anti-discrimination statutes such as Title VII of the Civil Rights Act of 1964, as amended (or similar state or local laws prohibiting discrimination because of race, sex, religion, national origin, age age, disability and the like); (ii) the Fair Labor Standards Act or other federal, state or local laws regulating hours of work, wages, overtime and other working conditions; (iii) requirements imposed by federal, state or local governmental government contracts such as those imposed by Executive Order 11246; (iv) state laws with respect to tortious employment conduct, such as slander, harassment, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, or loss of consortium; or (v) the Occupational Safety and Health Act, as amended, as well as any similar state laws, or other regulations respecting safety in the workplace; and, and to the best Knowledge knowledge of the Major Shareholders, (A) no proceedings, charges charges, or complaints are threatened under any such laws or regulations and (B) no facts or circumstances exist that would give rise to any such proceedings, charges, complaints complaints, or claims, whether valid or not. The Company is not subject to any settlement or consent decree with any present or former employee, employee representative or any government or Agency relating to claims of discrimination or other claims in respect to employment practices and policies; and no government or Agency has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of the Company. Since December 31inception, 1998 the Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state laws; and the Company has not laid off more than ten percent (10%) of its employees at any single site of employment in any ninety (90) day period during the twelve (12) month period ending at the Closing DateJune 30, 1998.
(d) Schedule 2.20 sets forth information provided by the Companies' insurer with respect to (i) the loss history on an annual basis for each Company over the last three (3) fiscal years (with such report dated August 2000); (ii) each injury (without any individually identifiable information), with a summary of (A) the nature of the reported injury, and (B) the aggregate medical expenses incurred for such claim; and (iii) each Company's workers compensation open claims report dated February 2001 (as furnished by the Companies' carriers).
(e) The Company is in compliance in all material respects with the provisions of the Americans with Disabilities Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Laser Vision Centers Inc)
Employees; Employee Relations. (a) Schedule 2.20 4.22(a) 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 of this Agreement shall include employees leased by the Company from a third party) whose current total annual compensation or estimated compensation is $35,000 25,000 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, (viv) all other transactions between the Company and any director, officer or employee thereof since December January 31, 2000 other than as described in clauses 2003, and (i)-(iv) of this Section 2.20
(a) (other than in the ordinary course of business consistent with past practice), (viv) 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 The Company is not a party to, bound by or subject to (and none of its assets or properties is bound byby or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and, to the terms Best of the Company’s Knowledge, no labor union has requested or has sought to represent any collective bargaining agreementof the employees, and representatives or agents of the Company or any subsidiary. The Company has not experienced any material labor difficulties during the last five four (54) years and, and during the last five four (54) 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 the best Knowledge Best of the Company and the ShareholdersCompany’s Knowledge, threatened with, any union elections, petitions or other organizational or recruiting activities. Except as set forth on Schedule 2.20, there There are no labor disputes existing, or to the best Knowledge Best of the Company and the ShareholdersCompany’s Knowledge, 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 charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the best Knowledge Best of the Company and the ShareholdersCompany’s Knowledge, are threatened.
(c) The Except as disclosed on Schedule 4.22(c) unless otherwise provided for herein, the Company is not a party to any employment contract with any individual or employee. To the Best of the Company’s Knowledge, the relationships enjoyed by the Company with its employees are good, and the Shareholders have Company has no Knowledge knowledge of any facts that would indicate that the Shareholders and the other key employees of the Company will Company, as identified on Schedule 2.2(b), are not reasonably likely to continue in the employ thereof following the Closing on a basis similar to that existing on the date of this Agreement. Since December 31, 1998, except as set forth on Schedule 2.20, No employee of the Company has not experienced been granted the right to continued employment by the Company or to any difficulties in obtaining material compensation following termination of employment with the Company. To the Best of the Company’s Knowledge unless otherwise provided for herein, no officer, key employee or group of employees intends to terminate his, her or their employment with the Company, nor does the Company have a present intention to terminate the employment of any qualified personnel necessary for the operations officer, key employee or group of its business andemployees.
(d) No legal proceedings or, to the best knowledge Best of the Company and the Shareholders, no such shortage of qualified personnel is threatened or pending. Except as disclosed on Schedule 2.20, the Company is not a party to any employment contract with any individual or employee, either express or implied. No legal proceedingsCompany’s Knowledge, charges, complaints or similar actions claims exist under any federal, state or local laws affecting the employment relationship relationship, including, but not limited to: , (i) anti-discrimination statutes such as Title VII of the Civil Rights Act of 1964, as amended (or similar state or local laws prohibiting discrimination because of race, sex, religion, national origin, age and the like); , (ii) the Fair Labor Standards Act or other federal, state or local laws regulating hours of work, wages, overtime and other working conditions; , (iii) requirements imposed by federal, state or local governmental contracts such as those imposed by Executive Order 11246; , (iv) state laws with respect to tortious employment conduct, such as slander, harassment, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, or loss of consortium; , or (v) the Occupational Safety and Health Act, as amended, as well as any similar state laws, or other regulations respecting safety in the workplace; and, to the best Knowledge Best of the ShareholdersCompany’s Knowledge, (A) no proceedings, charges charges, complaints or complaints claims are threatened under any such laws or regulations and (B) no facts or circumstances exist that would give rise to any such proceedings, charges, complaints or claims, whether valid or not. The Company is not subject to any settlement or consent decree with any present or former employee, employee representative or any government or Agency relating to claims of discrimination or other claims in respect to employment practices and policies; and no government or Agency has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of the Company. Since December 31January 1, 1998 2004, the Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state laws; , and the Company has not laid off more than ten percent (10%) of its employees at any single site of employment in any ninety (90) day period during the twelve (12) month period ending at the Closing Date.
(d) Schedule 2.20 sets forth information provided by the Companies' insurer with respect to (i) the loss history on an annual basis for each Company over the last three (3) fiscal years (with such report dated August 2000); (ii) each injury (without any individually identifiable information), with a summary of (A) the nature of the reported injury, and (B) the aggregate medical expenses incurred for such claim; and (iii) each Company's workers compensation open claims report dated February 2001 (as furnished by the Companies' carriers).
(e) The Company is in compliance in all material respects with the provisions of the Americans with Disabilities Act, as amended.
(f) The Company employs all of its employees directly.
Appears in 1 contract
Samples: Acquisition Agreement (U.S. Auto Parts Network, Inc.)
Employees; Employee Relations. (a) Section 3.23 of the Disclosure Schedule 2.20 sets forth (i) the name all current and current annual salary (or rate former employees of pay) Company since January 1, 2001 and other compensation (including, without limitation, normal bonus, profit-sharing and other compensation) now payable by all independent contractors of 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 moresince January 1, 2003, (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 directorof its directors, officer managers, officers or employee thereof employees since December 31January 1, 2000 other than as described 2003, resulting in clauses (i)-(iv) aggregate payments to such person in excess of this Section 2.20
(a) (other than in the ordinary course of business consistent with past practice)$10,000 during such period, (viiii) all accrued but unpaid vacation pay owing to any officer director, officer, manager, employee, independent contractor or employee that is not disclosed on the Financial Statements, (vii) any relative of any consultant of the Shareholders (whether by blood, marriage or adoption) employed by Company as of the Company and the position and salary and other compensation payable theretoEffective Date, and (viiiiv) any engagement current employment or use by consulting agreements for which the Company in is a party with any material manner of the employees of another entity director, officer, manager, employee, independent contractor 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 employeesconsultant.
(b) Except as disclosed on Schedule 2.20Section 3.23 of the Disclosure Schedule, the Company is not a party to, or nor bound by, the terms of any collective bargaining agreement, contract, letter of understanding (formal or informal) with any labor union or organization, and the Company has not never 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 the best Knowledge of the Company and the Shareholders, threatened with, any union elections, petitions or other organizational or recruiting activitiesdifficulties. Except as set forth on Schedule 2.20, there There are no labor disputes existing, or to the best Knowledge of the Company and the Shareholdersor any Seller, 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 or any Seller, is threatened. No charges or proceedings before the National Labor Relations Board, or similar agencyAuthority, exist, or to the best Knowledge knowledge of the Company and the Shareholdersor any Seller, are threatened.
(c) The Company and As of the Shareholders have no Knowledge of any facts that would indicate that the employees of Closing, the Company will have no employees and all liabilities related to prior employees, including, but not continue limited to, vacation, severance, commissions and bonuses shall have been paid in the employ thereof following the Closing on a basis similar to that existing on the date of this Agreementfull. Since December 31, 1998, except as set forth on Schedule 2.20, the Company has not experienced any difficulties in obtaining any qualified personnel necessary for the operations of The Company's relationship with its business and, to the best knowledge of the Company current and the Shareholders, no such shortage of qualified personnel former employees is threatened or pending. Except as disclosed on Schedule 2.20, the Company is not a party to any employment contract with any individual or employee, either express or impliedgood. No legal proceedings, charges, complaints complaints, or similar actions exist under any federal, state or local laws Laws affecting the prior or existing employment relationship includingrelationship, but not limited to: (i) anti-discrimination statutes such as Title VII of the Civil Rights Act of 1964, as amended (or similar state or local laws prohibiting discrimination because of race, sex, religion, national origin, age and the like); (ii) the Fair Labor Standards Act or other federal, state or local laws regulating hours of work, wages, overtime and other working conditions; (iii) requirements imposed by federal, state or local governmental contracts such as those imposed by Executive Order 11246; (iv) state laws with respect to tortious employment conduct, such as slander, harassment, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, or loss of consortium; or (v) the Occupational Safety and Health Act, as amended, as well as any similar state laws, or other regulations respecting safety in the workplace; and, to the best Knowledge of the ShareholdersCompany and each Seller, (A) no proceedings, charges charges, or complaints are threatened under any such laws or regulations Laws and (B) no facts or circumstances exist that which would give rise to any such proceedings, charges, complaints complaints, or claims, whether valid or not. The Company is not subject to any settlement or consent decree with any present or former employee, employee representative or any government or Agency Authority relating to claims of discrimination or other claims in respect to employment practices and policies; and no government or Agency Authority has issued a judgment, order, decree or finding an Order with respect to the labor and employment practices (including practices relating to discrimination) of the Company. Since December 31The 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 with respect to or relating to such Company and no such investigation is in progress. The Company has complied with all applicable Laws relating to the Company's employment of its employees, 1998 including but not limited to, those relating to wages, hours, collective bargaining, unemployment insurance, workers' compensation, discrimination and the withholding of payroll taxes.
(d) The Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (the "WARN Act") or similar state laws; and the Company has not laid off more than ten percent (10%) of its employees at any single site of employment in any ninety (90) day period during the twelve (12) month period ending at the Closing Date.
(d) Schedule 2.20 sets forth information provided by the Companies' insurer with respect to (i) the loss history on an annual basis for each Company over the last three (3) fiscal years (with such report dated August 2000); (ii) each injury (without any individually identifiable information), with a summary of (A) the nature of the reported injury, and (B) the aggregate medical expenses incurred for such claim; and (iii) each Company's workers compensation open claims report dated February 2001 (as furnished by the Companies' carriers).
(e) The Company is in compliance in all material respects with the provisions of the Americans with Disabilities Act.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Global Signal Inc)
Employees; Employee Relations. (a) Schedule 2.20 sets forth 4.22(a) identifies for the Dickxxx Xxxup the following:
(i) the name and current annual weekly salary (or rate of pay) and other compensation (including, without limitation, normal bonus, profit-sharing and other compensation) of each of its employees 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, of its salaried employees;
(ii) any increase to become effective after the date of this Agreement in the total compensation or rate of total compensation (including, without limitation, normal bonus, profit-sharing, pension benefits and other 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) 60 days) made by the Company Dickxxx Xxxup to, or made to the Company Dickxxx Group by, any director, officer or employee, ;
(viv) all other transactions outside of the Ordinary Course of Business between the Company such entity 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 1997;
(v) the name of each director and officer of such entity (including the title of any outstanding obligations of the Company to engage any such third-party employees or make available its employeesofficer).
(b) Except as disclosed on Schedule 2.204.22(b), the Company Dickxxx Xxxup is not a party to, or is bound by, the terms of any collective bargaining agreement, and the Company has not experienced agreement or 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 other Contract with any labor union or other employee collective bargaining organizationrepresentative of employees, was a party to, or bound by, any labor or other collective bargaining agreement or has been subject to or involved in or, to the best Knowledge of the Company and the Shareholders, threatened with, any union elections, petitions or other organizational or recruiting activitiesno such agreements are being negotiated. Except as set forth on Schedule 2.204.22(b), there are no labor disputes existing, existing or to the best Knowledge of the Company and the Shareholders, threatened involving, by way of example, strikes, work stoppages, slowdowns, picketing, or any other 27 22 interference with work or production, or any other concerted action by employees, and none of the Dickxxx Xxxup has experienced any material labor difficulties during the last five years. No charges grievance or proceedings before the National Labor Relations Board, other legal action arising out of any such collective bargaining agreement or similar agency, exist, relationship exists or to the best Knowledge of the Company and the Shareholders, are is threatened.
(c) The Company Dickxxx Xxxup's relationship with their employees, as a group, are satisfactory and the Shareholders have no Knowledge of any facts that exist which would indicate that the such employees of the Company will not continue in the their employ thereof following the Closing on a basis similar to that existing on the date of this Agreement. Since December 31, 1998, except as set forth on Schedule 2.20, the Company has not experienced any difficulties in obtaining any qualified personnel necessary for the operations of its business and, acceptable to the best knowledge of Acquiror following the Company and the Shareholders, no such shortage of qualified personnel is threatened or pendingClosing. Except as disclosed listed on Schedule 2.204.22(c), none of the Company Dickxxx Xxxup is not a party to any employment contract employment, consulting, non-compete, management, severance, termination pay or similar Contract with any individual or employee, either express or implied. No .
(d) Except as disclosed on Schedule 4.20, no legal proceedings, charges, complaints complaints, grievances or similar actions exist are pending with respect to any of the Dickxxx Xxxup under any federal, state or local laws affecting the employment relationship including, but not limited to: (i) anti-discrimination statutes such as Title VII of the Civil Rights Act of 1964, as amended (or similar state or local laws prohibiting discrimination because of race, sex, religion, national origin, age and the like); (ii) the Fair Labor Standards Act or other federal, state or local laws regulating hours of work, wages, overtime and other working conditions; (iii) requirements imposed by federal, state or local governmental contracts such as those imposed by Executive Order 1124611246 (as none of the Dickxxx Xxxup is subject to such Executive Order); (iv) state laws with respect to tortious employment conduct, such as slander, harassment, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, or loss of consortium; or (v) the Occupational Safety and Health Act, as amended, as well as any similar state laws, or other regulations respecting safety in the workplace; and, to the best Knowledge of the Shareholders, (A) and no proceedings, charges charges, or complaints are threatened under any such laws or regulations and (B) no facts or circumstances exist that which would give rise to any such proceedings, charges, complaints complaints, or claims, whether valid or not. The Company None of the Dickxxx Xxxup is not subject to any settlement or consent decree with any present or former employee, employee representative or any government or Agency Governmental Authority relating to claims of discrimination or other claims in respect to employment practices and policies; and no government or Agency Governmental Authority has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of the Company. Since December 31, 1998 Dickxxx Xxxup.
(e) The Dickson Group has hired their employees in compliance with the Company Immigration Reform and Control Act of 1986 and the rules and regulations thereunder ("IRCA") and have complied with all record keeping and other regulatory requirements under IRCA.
(f) None of the Dickxxx Xxxup has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state laws; and the Company has not laid off more than ten percent (10%) of its employees at any single site of employment in any ninety (90) day period during the twelve (12) month period ending at the Closing Date.
(d) Schedule 2.20 sets forth information provided by the Companies' insurer with respect to (i) the loss history on an annual basis for each Company over the last three (3) fiscal years (with such report dated August 2000); (ii) each injury (without any individually identifiable information), with a summary of (A) the nature of the reported injury, and (B) the aggregate medical expenses incurred for such claim; and (iii) each Company's workers compensation open claims report dated February 2001 (as furnished by the Companies' carriers).
(e) The Company is in compliance in all material respects with the provisions of the Americans with Disabilities Act.
Appears in 1 contract
Samples: Stock Purchase and Merger Agreement (Transcoastal Marine Services Inc)
Employees; Employee Relations. (a) Schedule 2.20 5.20 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 30,000 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 practice5.20(a), (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 1996, and (i)-(ivvi) of this Section 2.20
(a) (other than except for accruals 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 2.205.20, 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 the best Knowledge of the Company and the Shareholders, threatened with, any union elections, petitions or other organizational or recruiting activities. Except as set forth on Schedule 2.205.20, there are no labor disputes existing, or to the best Knowledge knowledge of the Company and the Shareholders, 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 charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the best Knowledge knowledge of the Company and the Shareholders, are threatened.
(c) The relationships enjoyed by the Company with its employees are good and the Company and the Shareholders have no Knowledge knowledge of any facts that would indicate that the employees of the Company will not continue in the employ thereof following the Closing on a basis similar to that existing on the date of this Agreement. Since December 31September 30, 1998, except as set forth on Schedule 2.201996, the Company has not experienced any difficulties in obtaining any qualified personnel necessary for the operations of its business and, to the best knowledge of the Company and the Shareholders, no such shortage of qualified personnel is threatened or pending. Except as disclosed on Schedule 2.205.20, the Company is not a party to any employment contract with any individual or employee, either express or implied. No legal proceedings, charges, complaints or similar actions exist under any federal, state or local laws affecting the employment relationship including, but not limited to: (i) anti-discrimination statutes such as Title VII of the Civil Rights Act of 1964, as amended (or similar state or local laws prohibiting discrimination because of race, sex, religion, national origin, age and the like), including without limitation the Ellixx-Xxxxxx Xxxil Rights Act, MCL ss.37.2101 et seq., as amended, and the Handicappers' Civil Rights Act, MCL ss.37.1101 et seq., as amended; (ii) the Fair Labor Standards Act or other federal, state or local laws regulating hours of work, wages, overtime and other working conditions; (iii) requirements imposed by federal, state or local governmental contracts such as those imposed by Executive Order 11246; (iv) state laws with respect to tortious employment conduct, such as slander, harassment, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, sexual harassment or loss of consortium; or (v) the Occupational Safety and Health Act, as amended, as well as any similar state laws, or other regulations respecting safety in the workplace; and, and to the best Knowledge knowledge of the Company and the Shareholders, (A) no proceedings, charges charges, or complaints are threatened under any such laws or regulations and (B) no facts or circumstances exist that would give rise to any such proceedings, charges, complaints complaints, or claims, whether valid or not. The Company has complied with all applicable provisions of the Bullxxx-Xxxxxxxx Xxxloyee Right to Know Act, MCL ss.423.501 et seq., as amended. The Company is not subject to any settlement or consent decree with any present or former employee, employee representative or any government or Agency relating to claims of discrimination or other claims in respect to employment practices and policies; and no government or Agency has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of the Company. Since December 31, 1998 1994 the Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state laws; and the Company has not laid off more than ten percent (10%) of its employees at any single site of employment in any ninety (90) day period during the twelve (12) month period ending at the Closing DateDecember 31, 1996.
(d) Schedule 2.20 sets forth information provided by the Companies' insurer with respect to (i) the loss history on an annual basis for each Company over the last three (3) fiscal years (with such report dated August 2000); (ii) each injury (without any individually identifiable information), with a summary of (A) the nature of the reported injury, and (B) the aggregate medical expenses incurred for such claim; and (iii) each Company's workers compensation open claims report dated February 2001 (as furnished by the Companies' carriers).
(e) The Company is in compliance in all material respects with the provisions of the Americans with Disabilities Act.
Appears in 1 contract
Employees; Employee Relations. (a) Schedule 2.20 5.19 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 25,000 or more, (ii) any increase committed by the Company 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 committed by the Company 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 practice5.19(a), (iv) all presently outstanding loans and advances (other than routine travel advances and other routine business expense advances of less than $10,000 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, director or officer or employee thereof since December 31, 2000 other than as described in clauses 1997, (i)-(ivvi) the terms and conditions of this Section 2.20
any and all employment agreements, whether written or oral, entered into by the Company and (avii) (other than except for accruals 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 2.205.19, 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 the best Knowledge of the Company and the Shareholders, threatened with, any union elections, petitions or other organizational or recruiting activities. Except as set forth on Schedule 2.205.19, there are no labor disputes existing, or to the best Knowledge knowledge of the Company and the Major Shareholders, 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 charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the best Knowledge knowledge of the Company and the Major Shareholders, are threatened.
(c) The relationships enjoyed by the Company with its employees are good and except as set forth in Schedule 5.19(c), the Major Shareholders have no Knowledge knowledge of any facts that would indicate that the employees of the Company will not continue in the employ thereof following the Closing on a basis similar to that existing on the date of this Agreement. Since Except for normal difficulties in the present job market, since December 31, 1998, except as set forth on Schedule 2.201997, the Company has not experienced any material difficulties in obtaining any qualified personnel necessary for the operations of its business and, to the best knowledge of the Company and the Major Shareholders, no such shortage of qualified personnel is threatened or pendingpending which would have a Material Adverse Effect on the Company. Except as disclosed on Schedule 2.205.19, the Company is not a party to any employment contract with any individual or employee, either express or implied. No legal proceedings, charges, complaints or similar actions exist under any federal, state or local laws affecting the employment relationship including, but not limited to: (i) anti-discrimination statutes such as Title VII of the Civil Rights Act of 1964, as amended (or similar state or local laws prohibiting discrimination because of race, sex, religion, national origin, age age, disability and the like); (ii) the Fair Labor Standards Act or other federal, state or local laws regulating hours of work, wages, overtime and other working conditions; (iii) requirements imposed by federal, state or local governmental government contracts such as those imposed by Executive Order 11246; (iv) state laws with respect to tortious employment conduct, such as slander, harassment, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, or loss of consortium; or (v) the Occupational Safety and Health Act, as amended, as well as any similar state laws, or other regulations respecting safety in the workplace; and, and to the best Knowledge knowledge of the Major Shareholders, (A) no proceedings, charges charges, or complaints are threatened under any such laws or regulations and (B) no facts or circumstances exist that would give rise to any such proceedings, charges, complaints complaints, or claims, whether valid or not. The Company is not subject to any settlement or consent decree with any present or former employee, employee representative or any government or Agency relating to claims of discrimination or other claims in respect to employment practices and policies; and no government or Agency has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of the Company. Since December 31inception, 1998 the Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state laws; and the Company has not laid off more than ten percent (10%) of its employees at any single site of employment in any ninety (90) day period during the twelve (12) month period ending at the Closing Date.
(d) Schedule 2.20 sets forth information provided by the Companies' insurer with respect to (i) the loss history on an annual basis for each Company over the last three (3) fiscal years (with such report dated August 2000); (ii) each injury (without any individually identifiable information), with a summary of (A) the nature of the reported injury, and (B) the aggregate medical expenses incurred for such claim; and (iii) each Company's workers compensation open claims report dated February 2001 (as furnished by the Companies' carriers).
(e) The Company is in compliance in all material respects with the provisions of the Americans with Disabilities Act.not
Appears in 1 contract
Samples: Stock Purchase Agreement (Laser Vision Centers Inc)
Employees; Employee Relations. (a) Schedule 2.20 SCHEDULE 2.16 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 employee, independent contractor or estimated compensation is $35,000 or moreconsultant, (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 31January 1, 2000 other than as described 1999, resulting in clauses (i)-(iv) aggregate payments to such person in excess of this Section 2.20
(a) (other than in the ordinary course of business consistent with past practice)$10,000 during such period, and (vi) all accrued but unpaid vacation pay owing to any officer or employee that which 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 2.20SCHEDULE 2.16, the Company is not a party to, or nor 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 the best Knowledge of the Company and the Shareholders, threatened with, any union elections, petitions or other organizational or recruiting activities. Except as set forth on Schedule 2.20, there There are no labor disputes existing, or to the best Knowledge knowledge of the Company and the Executive Shareholders, 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 best knowledge of the Company and the Executive Shareholders, is threatened. No charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the best Knowledge knowledge of the Company and the Executive Shareholders, are threatened.
(c) The Company's relationship with its employees is good and neither the Company and nor any of the Executive Shareholders have no Knowledge has knowledge of any facts that which would indicate that the Company's employees of will not remain with the Company will not continue in the employ thereof following the Closing on a basis similar to that existing on their present terms of employment following the date of this Agreement. Since December 31, 1998, except as set forth on Schedule 2.20, the Company has not experienced any difficulties in obtaining any qualified personnel necessary for the operations of its business and, to the best knowledge of the Company and the Shareholders, no such shortage of qualified personnel is threatened or pendingClosing. Except as disclosed on Schedule 2.20SCHEDULE 2.16, the Company is not a party to any employment contract with any individual or employee, either express or implied, oral or written. No legal proceedings, charges, complaints complaints, or similar actions exist under any federal, state or local laws affecting the employment relationship including, but not limited to: (i) anti-discrimination statutes such as Title VII of the Civil Rights Act of 1964, as amended (or similar state or local laws prohibiting discrimination because of race, sex, religion, national origin, age and the like); (ii) the Fair Labor Standards Act or other federal, state or local laws regulating hours of work, wages, overtime and other working conditions; (iii) requirements imposed by federal, state or local governmental contracts such as those imposed by Executive Order 11246; (iv) state laws with respect to tortious employment conduct, such as slander, harassment, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, or loss of consortium; or (v) the Occupational Safety and Health Act, as amended, as well as any similar state laws, or other regulations respecting safety in the workplace; and, and to the best Knowledge knowledge of the Company and the Executive Shareholders, (A) no proceedings, charges charges, or complaints are threatened under any such laws or regulations and, to the best knowledge of the Company and (B) the Executive Shareholders, no facts or circumstances exist that which would give rise to any such proceedings, charges, complaints complaints, or claims, whether valid or not. The Company is not subject to any settlement or consent decree with any present or former employee, employee representative or any government or Agency relating to claims of discrimination or other claims in respect to employment practices and policies; and no government or Agency has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of the Company. Since December 31, 1998 the .
(d) The Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act ("WARN") or similar state laws; and the . The Company has not laid off more than ten percent (10%) of its employees at any single site of employment in any during the ninety (90) day period during the twelve (12) month period ending at the Closing Date.
(d) Schedule 2.20 sets forth information provided by the Companies' insurer with respect to February 29, 2000. SCHEDULE 2.16 lists (i) the loss history on an annual basis for each Company over the last three (3) fiscal years (with such report dated August 2000); (ii) each injury (without any individually identifiable information), with a summary of (A) the nature all employees of the reported injury, and Company who have experienced a reduction in hours of work of more than fifty percent (B50%) during any month during the aggregate medical expenses incurred for such claim; and ninety (iii90) each Company's workers compensation open claims report dated February 2001 (as furnished by days prior to the Companies' carriers).
(e) date hereof. The Company is will update SCHEDULE 2.16 to include any such termination, layoffs and reductions in compliance in all material respects with hours from the provisions of date hereof through the Americans with Disabilities ActClosing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Netvoice Technologies Corp)
Employees; Employee Relations. (a) Schedule 2.20 2.19 sets forth (i) the name name, hire date 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 moresalaried employee, (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 practice2.19(a), (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 material and/or extraordinary transactions between the Company and any director, officer or employee thereof since December 3129, 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)1996, and (vi) all accrued but unpaid vacation pay owing to any officer or employee that is not disclosed on accrued in 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 2.202.19, 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 the best Knowledge of the Company and the Shareholders, threatened with, any union elections, petitions or other organizational or recruiting activities. Except as set forth on Schedule 2.202.19, there are no labor disputes existing, or to the best Knowledge knowledge of the Company and the ShareholdersSellers, 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 charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the best Knowledge knowledge of the Company and the ShareholdersSellers, are threatened.
(c) The Company and the Shareholders Sellers have no Knowledge knowledge of any facts that would indicate that the employees of the Company will not continue in the employ thereof following the Closing on a basis similar to that existing on the date of this Agreement. Since December 31, 1998, except as set forth on Schedule 2.20, the Company has not experienced any difficulties in obtaining any qualified personnel necessary for the operations of its business and, to the best knowledge of the Company and the Shareholders, no such shortage of qualified personnel is threatened or pending. Except as disclosed on Schedule 2.202.19, the Company is not a party to any employment contract with any individual or employee, either express or implied. No legal proceedings, formal written charges, formal written complaints or similar actions which could have a Material Adverse Effect exist under any federal, state or local laws affecting the employment relationship including, but not limited to: (i) anti-discrimination statutes such as Title VII of the Civil Rights Act of 1964, as amended (or similar state or local laws prohibiting discrimination because of race, sex, religion, national origin, age and the like); (ii) the Fair Labor Standards Act or other federal, state or local laws regulating hours of work, wages, overtime and other working conditions; (iii) requirements imposed by federal, state or local governmental contracts such as those imposed by Executive Order 11246; (iv) state laws with respect to tortious employment conduct, such as slander, harassment, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, or loss of consortium; or (v) the Occupational Safety and Health Act, as amended, as well as any similar state laws, or other regulations respecting safety in the workplace; and, and to the best Knowledge knowledge of the ShareholdersCompany and Sellers, (A) no proceedings, charges charges, or complaints are threatened under any such laws or regulations and (B) no facts or circumstances exist that would give rise to any such proceedings, charges, complaints complaints, or claims, whether valid or notnot which could have a Material Adverse Effect. Except as shown Schedule 2.19(c) on The Company is not subject to any settlement or consent decree with any present or former employee, employee representative or any government or Agency relating to claims of discrimination or other claims in respect to employment practices and policies; and no government or Agency has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of the Company. Since December 3129, 1998 1996, the Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state laws; and the Company has not laid off more than ten percent (10%) of its employees at any single site of employment in any ninety (90) day period during the twelve (12) month period ending at the Closing Datesince December 29, 1996.
(d) Schedule 2.20 sets forth information provided by To the Companies' insurer with respect to (i) the loss history on an annual basis for each Company over the last three (3) fiscal years (with such report dated August 2000); (ii) each injury (without any individually identifiable information), with a summary of (A) the nature best of the reported injury, and (B) the aggregate medical expenses incurred for such claim; and (iii) each Company's workers compensation open claims report dated February 2001 (as furnished by knowledge, the Companies' carriers).
(e) The Company is in compliance in all material respects with the provisions of the Americans with Disabilities Act.
Appears in 1 contract
Employees; Employee Relations. (a) Schedule 2.20 3.20 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 of this Agreement shall include employees leased by the Company from a third party) whose current total annual compensation or estimated compensation is $35,000 25,000 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, (viv) all other transactions between the Company and any director, officer or employee thereof since December January 31, 2000 other than as described in clauses 2003, and (i)-(iv) of this Section 2.20
(a) (other than in the ordinary course of business consistent with past practice), (viv) 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 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 four (54) years and, and during the last five four (54) 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 the best Knowledge Best of the Company and the ShareholdersCompany’s Knowledge, threatened with, any union elections, petitions or other organizational or recruiting activities. Except as set forth on Schedule 2.203.20, there are no labor disputes existing, or to the best Knowledge Best of the Company and the ShareholdersCompany’s Knowledge, 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 charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the best Knowledge Best of the Company and the ShareholdersCompany’s Knowledge, are threatened.
(c) The To the Best of the Company’s Knowledge, the relationships enjoyed by the Company with its employees are good, and the Shareholders have Company has no Knowledge knowledge of any facts that would indicate that Jxxx X. Xxxxxxxx, Rxxx Xxxxxxx and the other key employees of the Company will are not reasonably likely to continue in the employ thereof following the Closing on a basis similar to that existing on the date of this Agreement. Since December 31, 1998, except as set forth on Schedule 2.20, the Company has not experienced any difficulties in obtaining any qualified personnel necessary for the operations of its business and, to the best knowledge of the Company and the Shareholders, no such shortage of qualified personnel is threatened or pending. Except as disclosed on Schedule 2.203.12(a), the Company is not a party to any employment contract with any individual or employee, either express or implied. No legal proceedingsproceedings or, to the Best of the Company’s Knowledge, charges, complaints or similar actions claims exist under any federal, state or local laws affecting the employment relationship relationship, including, but not limited to: , (i) anti-discrimination statutes such as Title VII of the Civil Rights Act of 1964, as amended (or similar state or local laws prohibiting discrimination because of race, sex, religion, national origin, age and the like); , (ii) the Fair Labor Standards Act or other federal, state or local laws regulating hours of work, wages, overtime and other working conditions; , (iii) requirements imposed by federal, state or local governmental contracts such as those imposed by Executive Order 11246; , (iv) state laws with respect to tortious employment conduct, such as slander, harassment, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, or loss of consortium; , or (v) the Occupational Safety and Health Act, as amended, as well as any similar state laws, or other regulations respecting safety in the workplace; and, to the best Knowledge Best of the ShareholdersCompany’s Knowledge, (A) no proceedings, charges charges, complaints or complaints claims are threatened under any such laws or regulations and (B) no facts or circumstances exist that would give rise to any such proceedings, charges, complaints or claims, whether valid or not. The Company is not subject to any settlement or consent decree with any present or former employee, employee representative or any government or Agency relating to claims of discrimination or other claims in respect to employment practices and policies; and no government or Agency has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of the Company. Since December 31January 1, 1998 2004, the Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state laws; , and the Company has not laid off more than ten percent (10%) of its employees at any single site of employment in any ninety (90) day period during the twelve (12) month period ending at the Closing Date.
(d) Schedule 2.20 sets forth information provided by the Companies' insurer with respect to (i) the loss history on an annual basis for each Company over the last three (3) fiscal years (with such report dated August 2000); (ii) each injury (without any individually identifiable information), with a summary of (A) the nature of the reported injury, and (B) the aggregate medical expenses incurred for such claim; and (iii) each Company's workers compensation open claims report dated February 2001 (as furnished by the Companies' carriers).
(e) The Company is in compliance in all material respects with the provisions of the Americans with Disabilities Act, as amended.
(e) Except as disclosed on Schedule 3.20, the Company employs all of its employees directly.
Appears in 1 contract
Employees; Employee Relations. (a) Schedule 2.20 5.20 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 30,000 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 practice5.20(a), (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 1996, and (i)-(ivvi) of this Section 2.20
(a) (other than except for accruals 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 2.205.20, 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 the best Knowledge of the Company and the Shareholders, threatened with, any union elections, petitions or other organizational or recruiting activities. Except as set forth on Schedule 2.205.20, there are no labor disputes existing, or to the best Knowledge knowledge of the Company and the Shareholders, 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 charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the best Knowledge knowledge of the Company and the Shareholders, are threatened.
(c) The relationships enjoyed by the Company with its employees are good and the Company and the Shareholders have no Knowledge knowledge of any facts that would indicate that the employees of the Company will not continue in the employ thereof following the Closing on a basis similar to that existing on the date of this Agreement. Since December 31September 30, 1998, except as set forth on Schedule 2.201996, the Company has not experienced any difficulties in obtaining any qualified personnel necessary for the operations of its business and, to the best knowledge of the Company and the Shareholders, no such shortage of qualified personnel is threatened or pending. Except as disclosed on Schedule 2.205.20, the Company is not a party to any employment contract with any individual or employee, either express or implied. No legal proceedings, charges, complaints or similar actions exist under any federal, state or local laws affecting the employment relationship including, but not limited to: (i) anti-discrimination statutes such as Title VII of the Civil Rights Act of 1964, as amended (or similar state or local laws prohibiting discrimination because of race, sex, religion, national origin, age and the like); (ii) the Fair Labor Standards Act or other federal, state or local laws regulating hours of work, wages, overtime and other working conditions; (iii) requirements imposed by federal, state or local governmental contracts such as those imposed by Executive Order 11246; (iv) state laws with respect to tortious employment conduct, such as slander, harassment, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, or loss of consortium; or (v) the Occupational Safety and Health Act, as amended, as well as any similar state laws, or other regulations respecting safety in the workplace; and, to the best Knowledge of the Shareholders, (A) no proceedings, charges or complaints are threatened under any such laws or regulations and (B) no facts or circumstances exist that would give rise to any such proceedings, charges, complaints or claims, whether valid or not. The Company is not subject to any settlement or consent decree with any present or former employee, employee representative or any government or Agency relating to claims of discrimination or other claims in respect to employment practices and policies; and no government or Agency has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of the Company. Since December 31, 1998 the Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state laws; and the Company has not laid off more than ten percent (10%) of its employees at any single site of employment in any ninety (90) day period during the twelve (12) month period ending at the Closing Date.
(d) Schedule 2.20 sets forth information provided by the Companies' insurer with respect to (i) the loss history on an annual basis for each Company over the last three (3) fiscal years (with such report dated August 2000); (ii) each injury (without any individually identifiable information), with a summary of (A) the nature of the reported injury, and (B) the aggregate medical expenses incurred for such claim; and (iii) each Company's workers compensation open claims report dated February 2001 (as furnished by the Companies' carriers).
(e) The Company is in compliance in all material respects with the provisions of the Americans with Disabilities Act.
Appears in 1 contract
Employees; Employee Relations. (a) Schedule 2.20 2.18 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 50,000 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 practice2.18(a), (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 of the Company since December 31September 30, 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)1998, and (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 employeesPrior Years Financials.
(ba) Except as disclosed on Schedule 2.20, the The Company is not a party to, or to nor bound by, by the terms of any collective bargaining agreement, 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 the best Knowledge of the Company and the Shareholders, threatened with, any union elections, petitions or other organizational or recruiting activities. Except as set forth on Schedule 2.202.18, there are no labor disputes existing, or to the best Knowledge knowledge of the Company and the ShareholdersSellers, 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 charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the best Knowledge knowledge of the Company and the ShareholdersSellers, are threatened.
(cb) The Company's relationship with its employees is good and the Company and the Shareholders Sellers have no Knowledge knowledge of any facts that would indicate that the Company's employees of the Company will not continue in the its employ thereof following the Closing on a basis similar to that existing on the date of this Agreement. Since December 31, 1998, except as set forth on Schedule 2.20, the Company has not experienced any difficulties in obtaining any qualified personnel necessary for the operations of its business and, to the best knowledge of the Company and the Shareholders, no such shortage of qualified personnel is threatened or pending. Except as disclosed on Schedule 2.202.18, the Company is not a party to any employment contract with any individual or employee, either express or implied. No legal proceedings, charges,
(c) Since September 30, complaints or similar actions exist under any federal1998, state or local laws affecting the employment relationship including, but not limited to: (i) anti-discrimination statutes such as Title VII of the Civil Rights Act of 1964, as amended (or similar state or local laws prohibiting discrimination because of race, sex, religion, national origin, age and the like); (ii) the Fair Labor Standards Act or other federal, state or local laws regulating hours of work, wages, overtime and other working conditions; (iii) requirements imposed by federal, state or local governmental contracts such as those imposed by Executive Order 11246; (iv) state laws with respect to tortious employment conduct, such as slander, harassment, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, or loss of consortium; or (v) the Occupational Safety and Health Act, as amended, as well as any similar state laws, or other regulations respecting safety in the workplace; and, to the best Knowledge of the Shareholders, (A) no proceedings, charges or complaints are threatened under any such laws or regulations and (B) no facts or circumstances exist that would give rise to any such proceedings, charges, complaints or claims, whether valid or not. The Company is not subject to any settlement or consent decree with any present or former employee, employee representative or any government or Agency relating to claims of discrimination or other claims in respect to employment practices and policies; and no government or Agency has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of the Company. Since December 31, 1998 the Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state laws; and the . The Company has not laid off more than ten percent (10%) of its employees at any single site of employment in any ninety (90) day period during the twelve (12) month period ending at September 30, 1998. It shall be the Closing Dateobligation of the Company and Sellers to provide any notice required by said Act by reason of the provisions, execution or operation of this Agreement.
(d) Schedule 2.20 sets forth information provided by the Companies' insurer with respect to (i) the loss history on an annual basis for each Company over the last three (3) fiscal years (with such report dated August 2000); (ii) each injury (without any individually identifiable information), with a summary of (A) the nature of the reported injury, and (B) the aggregate medical expenses incurred for such claim; and (iii) each Company's workers compensation open claims report dated February 2001 (as furnished by the Companies' carriers).
(e) The Company is and Sellers are in full compliance in all material respects with the provisions of the Americans with Disabilities ActAct (the "ADA").
Appears in 1 contract
Employees; Employee Relations. (a) Schedule 2.20 2.19 sets forth (i) the name name, hire date 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 moresalaried employee, (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 practice2.19(a), (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 material and/or extraordinary transactions between the Company and any director, officer or employee thereof since December 3129, 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)1996, and (vi) all accrued but unpaid vacation pay owing to any officer or employee that is not disclosed on accrued in 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 2.202.19, 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 the best Knowledge of the Company and the Shareholders, threatened with, any union elections, petitions or other organizational or recruiting activities. Except as set forth on Schedule 2.202.19, there are no labor disputes existing, or to the best Knowledge knowledge of the Company and the ShareholdersSellers, 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 charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the best Knowledge knowledge of the Company and the ShareholdersSellers, are threatened.
(c) The Company and the Shareholders Sellers have no Knowledge knowledge of any facts that would indicate that the employees of the Company will not continue in the employ thereof following the Closing on a basis similar to that existing on the date of this Agreement. Since December 31, 1998, except as set forth on Schedule 2.20, the Company has not experienced any difficulties in obtaining any qualified personnel necessary for the operations of its business and, to the best knowledge of the Company and the Shareholders, no such shortage of qualified personnel is threatened or pending. Except as disclosed on Schedule 2.20, the Company is not a party to any employment contract with any individual or employee, either express or implied. No legal proceedings, charges, complaints or similar actions exist under any federal, state or local laws affecting the employment relationship including, but not limited to: (i) anti-discrimination statutes such as Title VII of the Civil Rights Act of 1964, as amended (or similar state or local laws prohibiting discrimination because of race, sex, religion, national origin, age and the like); (ii) the Fair Labor Standards Act or other federal, state or local laws regulating hours of work, wages, overtime and other working conditions; (iii) requirements imposed by federal, state or local governmental contracts such as those imposed by Executive Order 11246; (iv) state laws with respect to tortious employment conduct, such as slander, harassment, false light, invasion of privacy, negligent hiring or retention, intentional infliction of emotional distress, assault and battery, or loss of consortium; or (v) the Occupational Safety and Health Act, as amended, as well as any similar state laws, or other regulations respecting safety in the workplace; and, to the best Knowledge of the Shareholders, (A) no proceedings, charges or complaints are threatened under any such laws or regulations and (B) no facts or circumstances exist that would give rise to any such proceedings, charges, complaints or claims, whether valid or not. The Company is not subject to any settlement or consent decree with any present or former employee, employee representative or any government or Agency relating to claims of discrimination or other claims in respect to employment practices and policies; and no government or Agency has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of the Company. Since December 31, 1998 the Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state laws; and the Company has not laid off more than ten percent (10%) of its employees at any single site of employment in any ninety (90) day period during the twelve (12) month period ending at the Closing Date.thereof
(d) Schedule 2.20 sets forth information provided by To the Companies' insurer with respect to (i) the loss history on an annual basis for each Company over the last three (3) fiscal years (with such report dated August 2000); (ii) each injury (without any individually identifiable information), with a summary of (A) the nature best of the reported injury, and (B) the aggregate medical expenses incurred for such claim; and (iii) each Company's workers compensation open claims report dated February 2001 (as furnished by knowledge, the Companies' carriers).
(e) The Company is in compliance in all material respects with the provisions of the Americans with Disabilities Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Casa Ole Restaurants Inc)
