Employees; Employee Relations. (a) Except as set forth in Section 2.19(a) of the Disclosure Schedule, the Company Group is and has been, during the past three (3) years, in compliance in all material respects with all Laws relating to employment and personnel and labor, including all Laws respecting wages and hours, holiday pay and the calculation of holiday pay, child labor, equal opportunity, collective bargaining, Immigration Reform and Control Act and any other immigration Law, the Worker Adjustment and Retraining Notification Act 29 U.S.C. § 2101 et seq. or any similar foreign, state or local law relating to plant closings, collective redundancies and layoffs (the “WARN Act”), employment discrimination and harassment including sexual harassment, disability rights or benefits, collective dismissals, affirmative action, workers’ compensation, independent contractor and worker classification, labor relations, unemployment insurance, employee leave issues, terms and conditions of employment, plant closings, collective redundancies and mass layoffs, health and safety, and automated employment decision tools and other artificial intelligence (collectively, the “Employment Laws”). During the past three (3) years, the Company Group has not implemented any employee layoffs or plant closures that gave rise to notice obligations under the WARN Act. During the past six (6) years, each member of the Company Group has timely paid all wages, salaries, bonuses, commissions, expenses, wage premiums, or other compensation that has become due and payable to its current and former employees, individual independent contractors, workers, or other individual service providers pursuant to a Law, Contract or employment policy or has otherwise accrued such amounts on the Interim Balance Sheet. (b) Except as set forth in Section 2.19(b) of the Disclosure Schedule, during the past three (3) years, the Company Group has not engaged in any unfair labor practice and has not received written notice of any unfair labor practice charge or complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority. Except as set forth in Section 2.19(b) of the Disclosure Schedule, there are no Proceedings pending, or to the Knowledge of the Company, threatened, or reasonably anticipated, against the Company Group by any current or former employee, worker, director, or individual independent contractors of the Company Group with respect to any Employment Laws, and, to the Knowledge of the Company, there are no facts or circumstances that could reasonably be expected to give rise to any such Proceedings. (c) During the past six (6) years, each member of the Company Group has properly classified, pursuant to the Code and all other applicable Laws, all workers and individual independent contractors that have provided services to the Company Group. During the past six (6) years, each member of the Company Group has properly classified all employees under the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq., and applicable state wage and hour laws. (d) Except as set forth in Section 2.19(d) of the Disclosure Schedule, (i) the Company Group has not agreed to recognize any Labor Organization, nor has any Labor Organization or other collective bargaining representative been certified as the exclusive bargaining representative of any employees of the Company Group, nor is any member of the Company Group a party to, bound by, or in the process of negotiating any Labor Agreement (other than national, industry-wide or sector-specific agreements outside of the United States), nor has any member of the Company Group ever been a party to or bound by nor does the Company Group have any actual or contingent liability or other obligations under any Labor Agreement, or other Contract with a Labor Organization (other than national, industry-wide or sector-specific agreements outside of the United States); (ii) during the past three (3) years, the Company Group has not experienced any strike, slowdown, work stoppage, lockout, unfair labor practice complaint or other employee or labor dispute, nor is such strike, slowdown, work stoppage, lockout, unfair labor practice complaint or other employee or labor dispute pending, or to the Knowledge of the Company, threatened or reasonably anticipated; and (iii) as of the date of this Agreement, there is no organizational effort presently being made, or to the Knowledge of the Company, threatened by or on behalf of any Labor Organization with respect to any employees of the Company Group. Except as set forth in Section 2.19(d) of the Disclosure Schedule, the Company Group is not required under applicable Law or Contract to provide notice to, or to enter into any consultation procedure with, any employee or employees of the Company Group or Labor Organization in connection with the execution of this Agreement or the Transactions. Except as set forth in Section 2.19(d) of the Disclosure Schedule, during the past five (5) years, no member of the Company Group has received notice of (i) any allegations or formal or informal complaints made to or filed with or against any member of the Company Group related to harassment (including sexual harassment, sexual misconduct or other abusive behavior) or discrimination; (ii) any other claims initiated, filed or, to the Knowledge of the Company, threatened, against any member of the Company Group related to harassment (including sexual harassment, sexual misconduct or abusive behavior) or discrimination; (iii) any other allegations, formal or informal complaints or any other claims initiated, filed or, to the Knowledge of the Company, threatened against any Person other than the Company Group related to sexual harassment, sexual misconduct, or discrimination; or (iv) any settlement agreements involving allegations relating to sexual harassment, sexual misconduct or discrimination, in each case, by or against any current or former director or officer of the Company Group. (e) To the Knowledge of the Company, no current officer or employee of the Company Group with an annual base salary in excess of $175,000 has provided written notice (including via email or text message) to any member of the Company Group that he or she (i) intends to terminate his or her employment with the Company Group prior to or within six (6) months following the Closing Date, (ii) has received an offer to join a business that is competitive with the Company Business or (iii) is a party to or is bound by any confidentiality agreement, non-competition agreement or other restrictive covenant Contract with any Person (other than the Company and its Affiliates) that may reasonably be expected to have an adverse effect on the performance by such employee of any of his or her duties or responsibilities as an employee of the Company Group. To the Knowledge of the Company, no current officer or employee of the Company Group is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to the Company Group or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company Group or (B) to the knowledge or use of trade secrets or proprietary information. (f) Except as set forth in Section 2.19(g) of the Disclosure Schedule, the Company Group is not and has not been during the previous three (3) years: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment related actions for government contractors or subcontractors, or (iii) otherwise required to maintain an affirmative action plan. (g) To the Knowledge of the Company, all material releases of employment claims in favor of the Company Group and obtained from employees in the past three (3) years, are effective and binding to release all employment claims purported to be released therein for each such employee, subject to applicable Laws. (h) Each individual who is currently providing services to the Company Group through a third-party service provider, or who previously during the prior six (6) years provided services to the Company Group through a third-party service provider, is not or was not an employee or worker of the Company Group. The Company Group does not have a single employer, joint employer, alter ego or similar relationship with any other company. (i) The Company Group does not use automated employment decision tools or other artificial intelligence in connection with hiring or promotion decisions.
Appears in 1 contract
Samples: Merger Agreement (Global Business Travel Group, Inc.)
Employees; Employee Relations. (a) Except as The Disclosure Schedules set forth ----------------------------- the name and current annual salary and other compensation (including, without limitation, bonus, profit-sharing and other compensation) payable by the Company to each employee whose current total annual compensation or estimated compensation is $50,000 or more, any increase to become effective after the date of this Agreement in Section 2.19(athe total compensation payable by Company to each such person, any increase to become payable after the date of this Agreement by the Company to employees, 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, all other transactions between the Company and any director, officer or employee of the Company since January 1, 1998, and all accrued but unpaid vacation pay owing to any officer or employee that is not disclosed on the Financials. The Company is not a party to nor bound by the terms of any collective bargaining agreement and the Company has not experienced any material labor difficulties during the last five years. There are no labor disputes existing, or to the best knowledge of Company and Sellers, 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 Sellers, are threatened. The Company's relationship with its employees is good and Company and Sellers have no knowledge of any facts that would indicate that the Company's employees will not continue in its employ following the Closing on a basis similar to that existing on the date of this Agreement. 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 or regulations affecting the employment relationship; and to the best knowledge of Company and Sellers, no proceedings, charges, or complaints are threatened under any such laws or regulations and 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 Disclosure ScheduleCompany. Since January 1, the 1998, Company Group is and has been, during the past three (3) years, in compliance in all material respects with all Laws relating to employment and personnel and labor, including all Laws respecting wages and hours, holiday pay and the calculation of holiday pay, child labor, equal opportunity, collective bargaining, Immigration Reform and Control Act and not incurred any other immigration Law, liability or obligation under the Worker Adjustment and Retraining Notification Act 29 U.S.C. § 2101 et seqor similar state laws. or any similar foreign, state or local law relating to plant closings, collective redundancies and layoffs (the “WARN Act”), employment discrimination and harassment including sexual harassment, disability rights or benefits, collective dismissals, affirmative action, workers’ compensation, independent contractor and worker classification, labor relations, unemployment insurance, employee leave issues, terms and conditions of employment, plant closings, collective redundancies and mass layoffs, health and safety, and automated employment decision tools and other artificial intelligence (collectively, the “Employment Laws”). During the past three (3) years, the The Company Group has not implemented laid off more than ten percent (10%) of its employees at any employee layoffs or plant closures that gave rise single site of employment in any ninety (90) day period during the twelve (12) month period ending January 1, 1998. It shall be the obligation of Company and Sellers to provide any notice obligations under the WARN Act. During the past six (6) years, each member required by said Act by reason of the Company Group has timely paid all wagesprovisions, salaries, bonuses, commissions, expenses, wage premiums, execution or other compensation that has become due and payable to its current and former employees, individual independent contractors, workers, or other individual service providers pursuant to a Law, Contract or employment policy or has otherwise accrued such amounts on the Interim Balance Sheet.
(b) Except as set forth in Section 2.19(b) of the Disclosure Schedule, during the past three (3) years, the Company Group has not engaged in any unfair labor practice and has not received written notice of any unfair labor practice charge or complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority. Except as set forth in Section 2.19(b) of the Disclosure Schedule, there are no Proceedings pending, or to the Knowledge of the Company, threatened, or reasonably anticipated, against the Company Group by any current or former employee, worker, director, or individual independent contractors of the Company Group with respect to any Employment Laws, and, to the Knowledge of the Company, there are no facts or circumstances that could reasonably be expected to give rise to any such Proceedings.
(c) During the past six (6) years, each member of the Company Group has properly classified, pursuant to the Code and all other applicable Laws, all workers and individual independent contractors that have provided services to the Company Group. During the past six (6) years, each member of the Company Group has properly classified all employees under the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq., and applicable state wage and hour laws.
(d) Except as set forth in Section 2.19(d) of the Disclosure Schedule, (i) the Company Group has not agreed to recognize any Labor Organization, nor has any Labor Organization or other collective bargaining representative been certified as the exclusive bargaining representative of any employees of the Company Group, nor is any member of the Company Group a party to, bound by, or in the process of negotiating any Labor Agreement (other than national, industry-wide or sector-specific agreements outside of the United States), nor has any member of the Company Group ever been a party to or bound by nor does the Company Group have any actual or contingent liability or other obligations under any Labor Agreement, or other Contract with a Labor Organization (other than national, industry-wide or sector-specific agreements outside of the United States); (ii) during the past three (3) years, the Company Group has not experienced any strike, slowdown, work stoppage, lockout, unfair labor practice complaint or other employee or labor dispute, nor is such strike, slowdown, work stoppage, lockout, unfair labor practice complaint or other employee or labor dispute pending, or to the Knowledge of the Company, threatened or reasonably anticipated; and (iii) as of the date operation of this Agreement, there is no organizational effort presently being made, or to the Knowledge of the Company, threatened by or on behalf of any Labor Organization with respect to any employees of the Company Group. Except as set forth in Section 2.19(d) of the Disclosure Schedule, the Company Group is not required under applicable Law or Contract to provide notice to, or to enter into any consultation procedure with, any employee or employees of the Company Group or Labor Organization in connection with the execution of this Agreement or the Transactions. Except as set forth in Section 2.19(d) of the Disclosure Schedule, during the past five (5) years, no member of the Company Group has received notice of (i) any allegations or formal or informal complaints made to or filed with or against any member of the Company Group related to harassment (including sexual harassment, sexual misconduct or other abusive behavior) or discrimination; (ii) any other claims initiated, filed or, to the Knowledge of the Company, threatened, against any member of the Company Group related to harassment (including sexual harassment, sexual misconduct or abusive behavior) or discrimination; (iii) any other allegations, formal or informal complaints or any other claims initiated, filed or, to the Knowledge of the Company, threatened against any Person other than the Company Group related to sexual harassment, sexual misconduct, or discrimination; or (iv) any settlement agreements involving allegations relating to sexual harassment, sexual misconduct or discrimination, in each case, by or against any current or former director or officer of the Company Group.
(e) To the Knowledge of the Company, no current officer or employee of the Company Group with an annual base salary in excess of $175,000 has provided written notice (including via email or text message) to any member of the Company Group that he or she (i) intends to terminate his or her employment with the Company Group prior to or within six (6) months following the Closing Date, (ii) has received an offer to join a business that is competitive with the Company Business or (iii) is a party to or is bound by any confidentiality agreement, non-competition agreement or other restrictive covenant Contract with any Person (other than the Company and its Affiliates) that may reasonably be expected to have an adverse effect on the performance by such employee of any of his or her duties or responsibilities as an employee of the Company Group. To the Knowledge of the Company, no current officer or employee of the Company Group is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to the Company Group or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company Group or (B) to the knowledge or use of trade secrets or proprietary information.
(f) Except as set forth in Section 2.19(g) of the Disclosure Schedule, the Company Group is not and has not been during the previous three (3) years: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment related actions for government contractors or subcontractors, or (iii) otherwise required to maintain an affirmative action plan.
(g) To the Knowledge of the Company, all material releases of employment claims in favor of the Company Group and obtained from employees in the past three (3) years, are effective and binding to release all employment claims purported to be released therein for each such employee, subject to applicable Laws.
(h) Each individual who is currently providing services to the Company Group through a third-party service provider, or who previously during the prior six (6) years provided services to the Company Group through a third-party service provider, is not or was not an employee or worker of the Company Group. The Company Group does not have a single employer, joint employer, alter ego or similar relationship is in full compliance with any other companythe Americans with Disabilities Act (the "ADA").
(i) The Company Group does not use automated employment decision tools or other artificial intelligence in connection with hiring or promotion decisions.
Appears in 1 contract
Samples: Stock Purchase Agreement (Seirios International Inc)
Employees; Employee Relations. (a) Except as set Set forth in Section 2.19(aon PART 3.16(A) of the Disclosure ScheduleMemorandum is a complete and accurate list of the following information: (i) the name and current annual salary (or rate of pay) and other compensation (including, without limitation, normal bonus, profit-sharing and other compensation) now payable by any Seller to each Employee or director; (ii) any increase to become effective after the Company Group is date of this Agreement in the total compensation or rate of total compensation payable by any Seller to each Employee or director; and (iii) all presently outstanding loans and advances (other than routine travel advances to be repaid or formally accounted for within sixty (60) days) made by any Seller to, or made to any Seller by, each Employee or director. Since the Most Recent Audit Date, Seller has not increased the compensation of any Employee, officer or director other than in the ordinary course of business consistent with past practice and has been, during the past three (3) years, in compliance in all material respects with all Laws relating to employment and personnel and labor, including all Laws respecting wages and hours, holiday pay and the calculation of holiday pay, child labor, equal opportunity, collective bargaining, Immigration Reform and Control Act and not granted any other immigration Law, the Worker Adjustment and Retraining Notification Act 29 U.S.C. § 2101 et seq. unusual or any similar foreign, state or local law relating to plant closings, collective redundancies and layoffs (the “WARN Act”), employment discrimination and harassment including sexual harassment, disability rights or benefits, collective dismissals, affirmative action, workers’ compensation, independent contractor and worker classification, labor relations, unemployment insurance, employee leave issues, terms and conditions of employment, plant closings, collective redundancies and mass layoffs, health and safety, and automated employment decision tools and other artificial intelligence (collectively, the “Employment Laws”). During the past three (3) years, the Company Group has not implemented any employee layoffs or plant closures that gave rise to notice obligations under the WARN Act. During the past six (6) years, each member of the Company Group has timely paid all wages, salaries, extraordinary bonuses, commissions, expenses, wage premiums, benefits or other forms of direct or indirect compensation that has become due and payable to its current and former employeesany Employee, individual independent contractors, workers, officer or other individual service providers pursuant to a Law, Contract or employment policy or has otherwise accrued such amounts on the Interim Balance Sheetdirector.
(b) Except as set forth in Section 2.19(b) of the Disclosure ScheduleNo Seller is a party to, during the past three (3) yearsnor bound by, the Company Group has not engaged in any unfair labor practice and has not received written notice terms of any unfair collective bargaining agreement, contract, letter of understanding (formal or informal) with any labor practice charge union or complaint pending or threatened before the National Labor Relations Board or organization, and no Seller has ever experienced any other Governmental Authoritymaterial labor difficulties. Except as set forth in Section 2.19(b) of the Disclosure Schedule, there There are no Proceedings pendingmaterial labor disputes existing, or to the Knowledge of the Company, threatenedthreatened involving, by way of example, strikes, work stoppages, slowdowns, picketing, or reasonably anticipated, against the Company Group by any current other interference with work or former employee, worker, directorproduction, or individual independent contractors 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 Company Group with respect Knowledge of Company, is threatened. No charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the Knowledge of Company, are threatened.
(c) No Actions or Claims exist under any Employment LawsLaws affecting the employment relationship, and to the Actual Knowledge of Company, no Actions or Claims are threatened under any such Laws and, to the Knowledge of the Company, there are no facts or circumstances that could reasonably be expected to exist which would give rise to any such Proceedings.
Actions or Claims. No Seller is subject to any settlement or consent decree with any present or former Employee, employee representative or any Governmental Authority relating to Claims of discrimination or other Claims in respect to employment practices and policies. No Governmental Authority has issued a judgment, order, decree or finding with respect to the labor and employment practices (cincluding practices relating to discrimination) During the past six (6) years, each member of any Seller. No Seller has received written notice of the Company Group intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Seller and no such investigation is in progress. Each Seller has properly classified, pursuant complied with all applicable Laws relating to the Code employment or engagement of its Employees, including but not limited to, those relating to wages, hours, collective bargaining, unemployment insurance, workers' compensation, discrimination and all other applicable Laws, all workers and individual independent contractors that have provided services to the Company Group. During the past six (6) years, each member withholding of the Company Group has properly classified all employees under the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq., and applicable state wage and hour lawspayroll taxes.
(d) Except as set forth in Section 2.19(d) of the Disclosure Schedule, (i) the Company Group No Seller has not agreed to recognize incurred any Labor Organization, nor has any Labor Organization or other collective bargaining representative been certified as the exclusive bargaining representative of any employees of the Company Group, nor is any member of the Company Group a party to, bound by, or in the process of negotiating any Labor Agreement (other than national, industry-wide or sector-specific agreements outside of the United States), nor has any member of the Company Group ever been a party to or bound by nor does the Company Group have any actual or contingent liability or other obligations obligation under any Labor Agreement, or other Contract with a Labor Organization (other than national, industry-wide or sector-specific agreements outside of the United States); (ii) during the past three (3) years, the Company Group has not experienced any strike, slowdown, work stoppage, lockout, unfair labor practice complaint or other employee or labor dispute, nor is such strike, slowdown, work stoppage, lockout, unfair labor practice complaint or other employee or labor dispute pending, or to the Knowledge of the Company, threatened or reasonably anticipated; and (iii) as of the date of this Agreement, there is no organizational effort presently being made, or to the Knowledge of the Company, threatened by or on behalf of any Labor Organization with respect to any employees of the Company Group. Except as set forth in Section 2.19(d) of the Disclosure Schedule, the Company Group is not required under applicable Law or Contract to provide notice to, or to enter into any consultation procedure with, any employee or employees of the Company Group or Labor Organization in connection with the execution of this Agreement or the Transactions. Except as set forth in Section 2.19(d) of the Disclosure Schedule, during the past five (5) years, no member of the Company Group has received notice of (i) any allegations or formal or informal complaints made to or filed with or against any member of the Company Group related to harassment (including sexual harassment, sexual misconduct or other abusive behavior) or discrimination; (ii) any other claims initiated, filed or, to the Knowledge of the Company, threatened, against any member of the Company Group related to harassment (including sexual harassment, sexual misconduct or abusive behavior) or discrimination; (iii) any other allegations, formal or informal complaints or any other claims initiated, filed or, to the Knowledge of the Company, threatened against any Person other than the Company Group related to sexual harassment, sexual misconduct, or discrimination; or (iv) any settlement agreements involving allegations relating to sexual harassment, sexual misconduct or discrimination, in each case, by or against any current or former director or officer of the Company Group.
(e) To the Knowledge of the Company, no current officer or employee of the Company Group with an annual base salary in excess of $175,000 has provided written notice (including via email or text message) to any member of the Company Group that he or she (i) intends to terminate his or her employment with the Company Group prior to or within six (6) months following the Closing Date, (ii) has received an offer to join a business that is competitive with the Company Business or (iii) is a party to or is bound by any confidentiality agreement, non-competition agreement or other restrictive covenant Contract with any Person (other than the Company and its Affiliates) that may reasonably be expected to have an adverse effect on the performance by such employee of any of his or her duties or responsibilities as an employee of the Company Group. To the Knowledge of the Company, no current officer or employee of the Company Group is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to the Company Group or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company Group or (B) to the knowledge or use of trade secrets or proprietary information.
(f) Except as set forth in Section 2.19(g) of the Disclosure Schedule, the Company Group is not and has not been during the previous three (3) years: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment related actions for government contractors or subcontractors, or (iii) otherwise required to maintain an affirmative action plan.
(g) To the Knowledge of the Company, all material releases of employment claims in favor of the Company Group and obtained from employees in the past three (3) years, are effective and binding to release all employment claims purported to be released therein for each such employee, subject to applicable Laws.
(h) Each individual who is currently providing services to the Company Group through a third-party service provider, or who previously during the prior six (6) years provided services to the Company Group through a third-party service provider, is not or was not an employee or worker of the Company Group. The Company Group does not have a single employer, joint employer, alter ego WARN Act or similar relationship with any other companystate laws.
(i) The Company Group does not use automated employment decision tools or other artificial intelligence in connection with hiring or promotion decisions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Tullis Dickerson Capital Focus Iii, L.P.)
Employees; Employee Relations. 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 (a5) Except 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 knowledge of the Company and Seller, threatened with, any union elections, petitions or other organizational or recruiting activities. There are no labor disputes existing, or to the best knowledge of the Company and 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 charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the best knowledge of the Company and Sellers, are threatened. The relationships enjoyed by the Company with its employees are good and the Company and Seller has 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, 1999, 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 Seller, no such shortage of qualified personnel is threatened or pending. 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 set forth 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 Section 2.19(athe workplace; and to the best knowledge of the Company and Seller, no proceedings, charges, or complaints are threatened under any such laws or regulations and 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 Disclosure ScheduleCompany. Since December 31, 1999, the Company Group is and has been, during the past three (3) years, in compliance in all material respects with all Laws relating to employment and personnel and labor, including all Laws respecting wages and hours, holiday pay and the calculation of holiday pay, child labor, equal opportunity, collective bargaining, Immigration Reform and Control Act and not incurred any other immigration Law, liability or obligation under the Worker Adjustment and Retraining Notification Act 29 U.S.C. § 2101 et seq. or any similar foreign, state or local law relating to plant closings, collective redundancies laws; and layoffs (the “WARN Act”), employment discrimination and harassment including sexual harassment, disability rights or benefits, collective dismissals, affirmative action, workers’ compensation, independent contractor and worker classification, labor relations, unemployment insurance, employee leave issues, terms and conditions of employment, plant closings, collective redundancies and mass layoffs, health and safety, and automated employment decision tools and other artificial intelligence (collectively, the “Employment Laws”). During the past three (3) years, the Company Group has not implemented laid off more than ten percent of its employees at any employee layoffs or plant closures that gave rise to notice obligations under the WARN Act. During the past six (6) years, each member single site of the Company Group has timely paid all wages, salaries, bonuses, commissions, expenses, wage premiums, or other compensation that has become due and payable to its current and former employees, individual independent contractors, workers, or other individual service providers pursuant to a Law, Contract or employment policy or has otherwise accrued such amounts on the Interim Balance Sheet.
(b) Except as set forth in Section 2.19(b) of the Disclosure Schedule, any 90-day period during the past three (3) years, the Company Group has not engaged in any unfair labor practice and has not received written notice of any unfair labor practice charge or complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority. Except as set forth in Section 2.19(b) of the Disclosure Schedule, there are no Proceedings pending, or to the Knowledge of the Company, threatened, or reasonably anticipated, against the Company Group by any current or former employee, worker, director, or individual independent contractors of the Company Group with respect to any Employment Laws, and, to the Knowledge of the Company, there are no facts or circumstances that could reasonably be expected to give rise to any such Proceedings.
(c) During the past six (6) years, each member of the Company Group has properly classified, pursuant to the Code and all other applicable Laws, all workers and individual independent contractors that have provided services to the Company Group. During the past six (6) years, each member of the Company Group has properly classified all employees under the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq., and applicable state wage and hour laws.
(d) Except as set forth in Section 2.19(d) of the Disclosure Schedule, (i) the Company Group has not agreed to recognize any Labor Organization, nor has any Labor Organization or other collective bargaining representative been certified as the exclusive bargaining representative of any employees of the Company Group, nor is any member of the Company Group a party to, bound by, or in the process of negotiating any Labor Agreement (other than national, industry12-wide or sector-specific agreements outside of the United States), nor has any member of the Company Group ever been a party to or bound by nor does the Company Group have any actual or contingent liability or other obligations under any Labor Agreement, or other Contract with a Labor Organization (other than national, industry-wide or sector-specific agreements outside of the United States); (ii) during the past three (3) years, the Company Group has not experienced any strike, slowdown, work stoppage, lockout, unfair labor practice complaint or other employee or labor dispute, nor is such strike, slowdown, work stoppage, lockout, unfair labor practice complaint or other employee or labor dispute pending, or to the Knowledge of the Company, threatened or reasonably anticipated; and (iii) as of the date of this Agreement, there is no organizational effort presently being made, or to the Knowledge of the Company, threatened by or on behalf of any Labor Organization with respect to any employees of the Company Group. Except as set forth in Section 2.19(d) of the Disclosure Schedule, the Company Group is not required under applicable Law or Contract to provide notice to, or to enter into any consultation procedure with, any employee or employees of the Company Group or Labor Organization in connection with the execution of this Agreement or the Transactions. Except as set forth in Section 2.19(d) of the Disclosure Schedule, during the past five (5) years, no member of the Company Group has received notice of (i) any allegations or formal or informal complaints made to or filed with or against any member of the Company Group related to harassment (including sexual harassment, sexual misconduct or other abusive behavior) or discrimination; (ii) any other claims initiated, filed or, to the Knowledge of the Company, threatened, against any member of the Company Group related to harassment (including sexual harassment, sexual misconduct or abusive behavior) or discrimination; (iii) any other allegations, formal or informal complaints or any other claims initiated, filed or, to the Knowledge of the Company, threatened against any Person other than the Company Group related to sexual harassment, sexual misconduct, or discrimination; or (iv) any settlement agreements involving allegations relating to sexual harassment, sexual misconduct or discrimination, in each case, by or against any current or former director or officer of the Company Group.
(e) To the Knowledge of the Company, no current officer or employee of the Company Group with an annual base salary in excess of $175,000 has provided written notice (including via email or text message) to any member of the Company Group that he or she (i) intends to terminate his or her employment with the Company Group prior to or within six (6) months following month period ending at the Closing Date, (ii) has received an offer to join a business that is competitive with the Company Business or (iii) is a party to or is bound by any confidentiality agreement, non-competition agreement or other restrictive covenant Contract with any Person (other than the Company and its Affiliates) that may reasonably be expected to have an adverse effect on the performance by such employee of any of his or her duties or responsibilities as an employee of the Company Group. To the Knowledge of the Company, no current officer or employee of the Company Group is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to the Company Group or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company Group or (B) to the knowledge or use of trade secrets or proprietary information.
(f) Except as set forth in Section 2.19(g) of the Disclosure Schedule, the Company Group is not and has not been during the previous three (3) years: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment related actions for government contractors or subcontractors, or (iii) otherwise required to maintain an affirmative action plan.
(g) To the Knowledge of the Company, all material releases of employment claims in favor of the Company Group and obtained from employees in the past three (3) years, are effective and binding to release all employment claims purported to be released therein for each such employee, subject to applicable Laws.
(h) Each individual who is currently providing services to the Company Group through a third-party service provider, or who previously during the prior six (6) years provided services to the Company Group through a third-party service provider, is not or was not an employee or worker of the Company Group. The Company Group does not have a single employer, joint employer, alter ego or similar relationship with any other company.
(i) The Company Group does not use automated employment decision tools or other artificial intelligence in connection with hiring or promotion decisions.
Appears in 1 contract
Samples: Stock Purchase Agreement (Internet Law Library Inc)
Employees; Employee Relations. (a) Except as set Schedule 3.13(a) sets forth in Section 2.19(a) a complete list of the Disclosure Scheduleemployees of Seller engaged in the Business, redacted as necessary to comply with privacy Laws but generally identified by employee, specifying the Company Group is date of hire, title, job description, whether salaried or non-salaried, current annual salary or rate of pay (if not salaried), exempt or non-exempt, and has beenother compensation (including, during without limitation, normal bonus, profit-sharing, commission and other compensation) now payable by Seller to each employee of Seller engaged in the past three (3) yearsBusiness, annual vacation entitlement in compliance in all material respects with all Laws relating to employment and personnel and labordays, including all Laws respecting wages and hours, holiday pay and the calculation of holiday pay, child labor, equal opportunity, collective bargaining, Immigration Reform and Control Act and any other immigration Law, the Worker Adjustment and Retraining Notification Act 29 U.S.C. § 2101 et seq. or any similar foreign, state or local law relating benefits that are not offered to plant closings, collective redundancies and layoffs (the “WARN Act”), employment discrimination and harassment including sexual harassment, disability rights or benefits, collective dismissals, affirmative action, workers’ compensation, independent contractor and worker classification, labor relations, unemployment insurance, employee leave issues, terms and conditions of employment, plant closings, collective redundancies and mass layoffs, health and safety, and automated employment decision tools and other artificial intelligence (collectively, the “Employment Laws”). During the past three (3) years, the Company Group has not implemented any employee layoffs or plant closures that gave rise to notice obligations under the WARN Act. During the past six (6) years, each member of the Company Group has timely paid all wages, salaries, bonuses, commissions, expenses, wage premiums, or other compensation that has become due and payable to its current and former employees, individual independent contractors, workers, or other individual service providers pursuant to a Law, Contract or employment policy or has otherwise accrued such amounts on the Interim Balance Sheet.
(b) Except as set forth Seller is not a party to, nor bound by, the terms of any collective bargaining agreement, contract, letter of understanding (formal or informal) with any labor union or organization representing employees engaged in Section 2.19(b) of the Disclosure ScheduleBusiness, and Seller has not experienced any material labor disputes or work stoppages. There are no, and during the past three five (35) yearsyear period prior to the date hereof have not been, the Company Group has not engaged in any unfair material labor practice and has not received written notice of any unfair disputes, labor practice charge strikes, work stoppages or complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority. Except as set forth in Section 2.19(b) of the Disclosure Schedule, there are no Proceedings pendinglockouts existing, or to the Knowledge of the CompanySeller, threatenedthreatened involving, by way of example, strikes, work stoppages, slowdowns, picketing, or reasonably anticipated, against the Company Group by any current other interference with work or former employee, worker, directorproduction, or individual independent contractors of any other concerted action by employees engaged in the Company Group with respect to any Employment Laws, and, to Business. To the Knowledge of Seller, there have been no union organizing activities among the Companyemployees of Seller engaged in the Business within the past five (5) years, and there are no facts discussions or circumstances that could reasonably be expected to give rise to negotiations pending or occurring between Seller and any such Proceedings.
(c) During the past six (6) years, each member of the Company Group has properly classified, pursuant to the Code and all other applicable Laws, all workers and individual independent contractors that have provided services to the Company Group. During the past six (6) years, each member of the Company Group has properly classified all employees under the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq., and applicable state wage and hour laws.
(d) Except as set forth in Section 2.19(d) of the Disclosure Schedule, (i) the Company Group has not agreed to recognize union or employee association regarding any Labor Organization, nor has any Labor Organization or other collective bargaining representative been certified as agreement or any other work rules or policies which might otherwise affect the exclusive bargaining representative of any employees of the Company Group, nor is any member of the Company Group a party to, bound by, or in the process of negotiating any Labor Agreement (other than national, industry-wide or sector-specific agreements outside of the United States), nor has any member of the Company Group ever been a party to or bound by nor does the Company Group have any actual or contingent liability or other obligations under any Labor Agreement, or other Contract with a Labor Organization (other than national, industry-wide or sector-specific agreements outside of the United States); (ii) during the past three (3) years, the Company Group has not experienced any strike, slowdown, work stoppage, lockout, unfair labor practice complaint or other employee or labor dispute, nor is such strike, slowdown, work stoppage, lockout, unfair labor practice complaint or other employee or labor dispute pending, or to the Knowledge of the Company, threatened or reasonably anticipated; and (iii) as of the date of this Agreement, there is no organizational effort presently being made, or to the Knowledge of the Company, threatened by or on behalf of any Labor Organization with respect to any employees of the Company GroupBusiness. Except as set forth in Section 2.19(d) of the Disclosure Schedule, the Company Group is not required under applicable Law or Contract to provide notice to, or to enter into any consultation procedure with, any employee or employees of the Company Group or Labor Organization in connection with the execution of this Agreement or the Transactions. Except as set forth in Section 2.19(d) of the Disclosure Schedule, during In the past five (5) years, no member labor organization, employee or group of employees of Seller engaged in the Company Group has received notice Business has, to the Knowledge of (i) Seller, petitioned the National Labor Relations Board for union representation of such employees, nor made any allegations or formal or informal complaints made to or filed with or against any member of the Company Group related to harassment (including sexual harassment, sexual misconduct or other abusive behavior) or discrimination; (ii) any other claims initiated, filed written or, to the Knowledge of Seller, oral demand for recognition with respect to any employees engaged in the CompanyBusiness. No grievance or other legal action arising out of any collective bargaining agreement or relationship exists, or to the Knowledge of Seller, is threatened. No charges or proceedings before the National Labor Relations Board, against or similar Governmental Authority, exist, or to the Knowledge of Seller, are threatened in connection with any member employees engaged in the Business.
(c) No legal proceedings, charges, complaints, or similar actions exist under any Laws affecting the employment relationship between Seller and any of its employees engaged in the Company Group related Business, and to harassment (including sexual harassmentthe Knowledge of Seller, sexual misconduct no proceedings, charges, or abusive behavior) or discrimination; (iii) complaints are threatened under any other allegations, formal or informal complaints or any other claims initiated, filed orsuch Laws and, to the Knowledge of Seller, no facts or circumstances exist which would give rise to any such proceedings, charges, complaints, or claims. Seller is not, nor during the Companyfive (5) years prior to the date hereof has been, threatened against subject to any Person settlement or consent decree with any present or former employee, employee representative or any Governmental Authority relating to claims of discrimination or other than claims in respect to employment practices and policies affecting or applicable to the Company Group related to sexual employees engaged in the Business (including involving harassment, sexual misconductretaliation, wrongful termination or wage and hour violations, unfair labor practices or strikes, slowdowns, stoppages of work, or discriminationany other concerted interference with normal operations); or no Governmental Authority has issued an Order with respect to the labor and employment practices (iv) any settlement agreements involving allegations including practices relating to sexual harassment, sexual misconduct or discrimination, ) of Seller in each case, by or against any current or former director or officer connection with employees engaged in the Business. Seller has not received written notice of the Company Groupintent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation or audit with respect to or relating to Seller’s conduct involving employees engaged in the Business and no such investigation or audit is in progress or threatened. Seller has at all times complied with all applicable Laws relating to Seller’s employment of its employees engaged in the Business, including but not limited to, those relating to wages, hours, collective bargaining, unemployment insurance, workers’ compensation, discrimination and the withholding of payroll taxes.
(d) Seller has paid for all wages, incentives, vacation, sick leave, accumulated time off, Employee Benefit Plan payments and other remuneration earned by employees or otherwise payable to employees engaged in the Business, all of which are accurately reflected in the Financial Statements as of the respective dates thereof. There are no unpaid wages, incentives, vacation pay, benefits, commissions, severance payments, other contractual obligations or any other amount owed to any employees engaged in the Business. There are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing pursuant to any workplace safety and insurance legislation in respect of Seller involving employees engaged in the Business and Seller has not been reassessed under such legislation during the past three (3) years and no audit is currently being performed pursuant to any applicable workplace safety and insurance legislation.
(e) To the Knowledge Each independent contractor who has performed or is currently performing services for or on behalf of the Company, no current officer or employee Business has been properly classified as an independent contractor and Seller has not received any notice from any Governmental Authority disputing such classification. Seller is not engaged with any personnel agency in respect of the Company Group with an annual base salary in excess of $175,000 has provided written notice (including via email or text message) to any member of the Company Group that he or she (i) intends to terminate his or her employment with the Company Group prior to or within six (6) months following the Closing Date, (ii) has received an offer to join a business that is competitive with the Company Business or (iii) is a party to or is bound by any confidentiality agreement, non-competition agreement or other restrictive covenant Contract with any Person (other than the Company and its Affiliates) that may reasonably be expected to have an adverse effect on the performance by such employee of any of his or her duties or responsibilities as an employee of the Company Group. To the Knowledge of the Company, no current officer or employee of the Company Group is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to the Company Group or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company Group or (B) to the knowledge or use of trade secrets or proprietary informationBusiness.
(f) Except as set forth disclosed on Schedule 3.13(f), Seller is not a party to any agreement with any Retained Employee or other party engaged in Section 2.19(g) the Business that provides for compensation, severance pay, benefits, or the vesting of options, shares or any other equity interest as a result of the Disclosure Schedule, consummation of the Company Group is Transaction.
(g) The Business does not and has not been during the previous three (3) years: (i) a “contractor” involve contracts or “subcontractor” (subcontracts with governmental agencies so as defined by Executive Order 11246), (ii) required to comply with subject Seller to Executive Order 11246 or any other applicable Law requiring similar federal or state Laws, regulations, or executive orders imposing affirmative action or other employment related actions for government contractors or subcontractors, or (iii) otherwise required to maintain an affirmative action plan.
(g) To the Knowledge of the Company, all material releases of employment claims in favor of the Company Group and obtained from employees in the past three (3) years, are effective and binding to release all employment claims purported to be released therein for each such employee, subject to applicable Lawsobligations.
(h) Each individual who is currently providing services to the Company Group through a third-party service provider, or who previously during the prior six (6) years provided services to the Company Group through a third-party service provider, Seller is not a party to any consulting agreements or was not an employee or worker of the Company Group. The Company Group does not have a single employer, joint employer, alter ego or similar relationship independent contractor agreements with any other companyindividual or entity for the provision of labor services in connection with the Business.
(i) The Company Group does not use automated employment decision tools During the two (2) year period prior to the Closing, there has been no “mass layoff” or other artificial intelligence “plant closing” as defined that did or could implicate by the Worker Adjustment and Retraining Notification Act or any similar state or local “plant closing” Law with respect to the current or former employees of Seller engaged in connection with hiring or promotion decisionsthe Business.
Appears in 1 contract
Employees; Employee Relations. (a) Except as set forth Neither of Sellers nor any of their Affiliates is a party to or bound by any collective bargaining agreement applicable to any employee of Sellers involved in Section 2.19(a) of the Disclosure Schedule, the Company Group is and has been, during the past three Business (3) years, in compliance in all material respects with all Laws relating to employment and personnel and labor, including all Laws respecting wages and hours, holiday pay and the calculation of holiday pay, child labor, equal opportunity, collective bargaining, Immigration Reform and Control Act and any other immigration Law, the Worker Adjustment and Retraining Notification Act 29 U.S.C. § 2101 et seq. or any similar foreign, state or local law relating to plant closings, collective redundancies and layoffs (the “WARN ActBusiness Employee”), employment discrimination and harassment including sexual harassmentnor have Sellers experienced any strikes, disability rights or benefitsgrievances, collective dismissals, affirmative action, workers’ compensation, independent contractor and worker classification, claims of unfair labor relations, unemployment insurance, employee leave issues, terms and conditions of employment, plant closings, collective redundancies and mass layoffs, health and safety, and automated employment decision tools and other artificial intelligence (collectively, the “Employment Laws”). During the past three (3) years, the Company Group has not implemented any employee layoffs or plant closures that gave rise to notice obligations under the WARN Act. During the past six (6) years, each member of the Company Group has timely paid all wages, salaries, bonuses, commissions, expenses, wage premiumspractices, or other compensation that collective bargaining disputes with respect to any Business Employee during the five-year period prior to the date of this Agreement. To Seller’s Knowledge, neither Seller has become due and payable committed any unfair labor practice with respect to its current and former employees, individual independent contractors, workers, or other individual service providers pursuant any Business Employee during such five year period which practice could reasonably be expected to a Law, Contract or employment policy or has otherwise accrued such amounts have an adverse impact on the Interim Balance Sheetconduct of the Business by Purchaser following Closing. To the Knowledge of Sellers, no organizational efforts are presently being made or threatened by or on behalf of any labor union with respect to any Business Employees.
(b) Except as set forth in Section 2.19(b) of the Disclosure ScheduleNo legal proceedings, during the past three (3) yearscharges, the Company Group has not engaged in any unfair labor practice and has not received written notice of any unfair labor practice charge complaints, grievances or complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority. Except as set forth in Section 2.19(b) of the Disclosure Schedule, there are no Proceedings pending, or to the Knowledge of the Company, threatened, or reasonably anticipated, against the Company Group by any current or former employee, worker, director, or individual independent contractors of the Company Group similar actions have been commenced with respect to Sellers under any Employment Lawslaws or regulations affecting the employment relationship, and, to the Knowledge of the CompanySellers, there no proceedings, charges, or complaints are threatened under any such laws or regulations and no facts or circumstances that could reasonably be expected to exist which would give rise to any such Proceedingsproceedings, charges, complaints, or claims. Sellers are not subject to any settlement or consent decree with any present or former employee, employee representative or any governmental authority relating to claims of discrimination or other claims in respect to employment practices and policies. No governmental authority has issued a judgment, order, decree or finding with respect to the labor and employment practices (including practices relating to discrimination) of Sellers.
(c) During the past six (6) yearsSchedule 6.13 sets forth a true, each member of the Company Group has properly classifiedcorrect and complete list, pursuant to the Code and all other applicable Laws, all workers and individual independent contractors that have provided services to the Company Group. During the past six (6) years, each member of the Company Group has properly classified all employees under the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq., and applicable state wage and hour laws.
(d) Except as set forth in Section 2.19(d) of the Disclosure Schedule, (i) the Company Group has not agreed to recognize any Labor Organization, nor has any Labor Organization or other collective bargaining representative been certified as the exclusive bargaining representative of any employees of the Company Group, nor is any member of the Company Group a party to, bound by, or in the process of negotiating any Labor Agreement (other than national, industry-wide or sector-specific agreements outside of the United States), nor has any member of the Company Group ever been a party to or bound by nor does the Company Group have any actual or contingent liability or other obligations under any Labor Agreement, or other Contract with a Labor Organization (other than national, industry-wide or sector-specific agreements outside of the United States); (ii) during the past three (3) years, the Company Group has not experienced any strike, slowdown, work stoppage, lockout, unfair labor practice complaint or other employee or labor dispute, nor is such strike, slowdown, work stoppage, lockout, unfair labor practice complaint or other employee or labor dispute pending, or to the Knowledge of the Company, threatened or reasonably anticipated; and (iii) as of the date of this Agreement, there of all Business Employees. The list described in the preceding sentence shows each Business Employee’s name, job title, original hire date, bonus paid or payable for calendar year 2004 and current base salary or base wages. As of the date of this Agreement, no current or former Business Employee of Sellers is no organizational effort presently being madeon a disability leave of absence, is receiving disability benefits, or to the Knowledge of the Company, threatened by is in an elimination or on behalf of any Labor Organization other waiting period with respect to any employees of the Company Group. Except as set forth in Section 2.19(d) of the Disclosure Schedule, the Company Group is not required under applicable Law or Contract to provide notice to, or to enter into any consultation procedure with, any employee or employees of the Company Group or Labor Organization in connection with the execution of this Agreement or the Transactions. Except as set forth in Section 2.19(d) of the Disclosure Schedule, during the past five (5) years, no member of the Company Group has received notice of (i) any allegations or formal or informal complaints made to or filed with or against any member of the Company Group related to harassment (including sexual harassment, sexual misconduct or other abusive behavior) or discrimination; (ii) any other claims initiated, filed or, to the Knowledge of the Company, threatened, against any member of the Company Group related to harassment (including sexual harassment, sexual misconduct or abusive behavior) or discrimination; (iii) any other allegations, formal or informal complaints or any other claims initiated, filed or, to the Knowledge of the Company, threatened against any Person other than the Company Group related to sexual harassment, sexual misconduct, or discrimination; or (iv) any settlement agreements involving allegations relating to sexual harassment, sexual misconduct or discrimination, in each case, by or against any current or former director or officer of the Company Group.
(e) To the Knowledge of the Company, no current officer or employee of the Company Group with an annual base salary in excess of $175,000 has provided written notice (including via email or text message) to any member of the Company Group that he or she (i) intends to terminate his or her receipt of disability benefits. There are no loans or other obligations payable or owing by Sellers to any Business Employee, except salaries, wages and salary advances and reimbursement of expenses incurred and accrued in the ordinary course of business, nor are any loans or debts payable or owing by any such individuals to Sellers, nor have Sellers guaranteed any of such individual’s respective loans or obligations. There are no contracts of employment with any of the Company Group prior to or within six Business Employees except as listed on Schedule 6.13. True and complete copies (6including all amendments) months following the Closing Date, (ii) has received an offer to join a business that is competitive with the Company Business or (iii) is a party to or is bound by any confidentiality agreement, non-competition agreement or other restrictive covenant Contract of each such contract of employment with any Person (other than the Company and its Affiliates) that may reasonably be expected to have an adverse effect on the performance by such employee of any of his or her duties or responsibilities as an employee of the Company Group. To the Knowledge of the Company, no current officer or employee of the Company Group is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) Business Employees have been provided to the Company Group or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company Group or (B) to the knowledge or use of trade secrets or proprietary informationPurchaser.
(f) Except as set forth in Section 2.19(g) of the Disclosure Schedule, the Company Group is not and has not been during the previous three (3) years: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment related actions for government contractors or subcontractors, or (iii) otherwise required to maintain an affirmative action plan.
(g) To the Knowledge of the Company, all material releases of employment claims in favor of the Company Group and obtained from employees in the past three (3) years, are effective and binding to release all employment claims purported to be released therein for each such employee, subject to applicable Laws.
(h) Each individual who is currently providing services to the Company Group through a third-party service provider, or who previously during the prior six (6) years provided services to the Company Group through a third-party service provider, is not or was not an employee or worker of the Company Group. The Company Group does not have a single employer, joint employer, alter ego or similar relationship with any other company.
(i) The Company Group does not use automated employment decision tools or other artificial intelligence in connection with hiring or promotion decisions.
Appears in 1 contract
Employees; Employee Relations. 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 (a5) Except 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 knowledge of the Company and Seller, threatened with, any union elections, petitions or other organizational or recruiting activities. There are no labor disputes existing, or to the best knowledge of the Company and 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 charges or proceedings before the National Labor Relations Board, or similar agency, exist, or to the best knowledge of the Company and Sellers, are threatened. The relationships enjoyed by the Company with its employees are good and the Company and Seller has 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, 1999, 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 Seller, no such shortage of qualified personnel is threatened or pending. 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 set forth 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 Section 2.19(athe workplace; and to the best knowledge of the Company and Seller, no proceedings, charges, or complaints are threatened under any such laws or regulations and 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 Disclosure ScheduleCompany. Since December 31, 1999, the Company Group is and has been, during the past three (3) years, in compliance in all material respects with all Laws relating to employment and personnel and labor, including all Laws respecting wages and hours, holiday pay and the calculation of holiday pay, child labor, equal opportunity, collective bargaining, Immigration Reform and Control Act and not incurred any other immigration Law, liability or obligation under the Worker Adjustment and Retraining Notification Act 29 U.S.C. § 2101 et seq. or any similar foreign, state or local law relating to plant closings, collective redundancies laws; and layoffs (the “WARN Act”), employment discrimination and harassment including sexual harassment, disability rights or benefits, collective dismissals, affirmative action, workers’ compensation, independent contractor and worker classification, labor relations, unemployment insurance, employee leave issues, terms and conditions of employment, plant closings, collective redundancies and mass layoffs, health and safety, and automated employment decision tools and other artificial intelligence (collectively, the “Employment Laws”). During the past three (3) years, the Company Group has not implemented laid off more than ten percent of its employees at any employee layoffs or plant closures that gave rise to notice obligations under the WARN Act. During the past six (6) years, each member single site of the Company Group has timely paid all wages, salaries, bonuses, commissions, expenses, wage premiums, or other compensation that has become due and payable to its current and former employees, individual independent contractors, workers, or other individual service providers pursuant to a Law, Contract or employment policy or has otherwise accrued such amounts on the Interim Balance Sheet.
(b) Except as set forth in Section 2.19(b) of the Disclosure Schedule, any 90-day period during the past three (3) years, the Company Group has not engaged in any unfair labor practice and has not received written notice of any unfair labor practice charge or complaint pending or threatened before the National Labor Relations Board or any other Governmental Authority. Except as set forth in Section 2.19(b) of the Disclosure Schedule, there are no Proceedings pending, or to the Knowledge of the Company, threatened, or reasonably anticipated, against the Company Group by any current or former employee, worker, director, or individual independent contractors of the Company Group with respect to any Employment Laws, and, to the Knowledge of the Company, there are no facts or circumstances that could reasonably be expected to give rise to any such Proceedings.
(c) During the past six (6) years, each member of the Company Group has properly classified, pursuant to the Code and all other applicable Laws, all workers and individual independent contractors that have provided services to the Company Group. During the past six (6) years, each member of the Company Group has properly classified all employees under the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq., and applicable state wage and hour laws.
(d) Except as set forth in Section 2.19(d) of the Disclosure Schedule, (i) the Company Group has not agreed to recognize any Labor Organization, nor has any Labor Organization or other collective bargaining representative been certified as the exclusive bargaining representative of any employees of the Company Group, nor is any member of the Company Group a party to, bound by, or in the process of negotiating any Labor Agreement (other than national, industry12-wide or sector-specific agreements outside of the United States), nor has any member of the Company Group ever been a party to or bound by nor does the Company Group have any actual or contingent liability or other obligations under any Labor Agreement, or other Contract with a Labor Organization (other than national, industry-wide or sector-specific agreements outside of the United States); (ii) during the past three (3) years, the Company Group has not experienced any strike, slowdown, work stoppage, lockout, unfair labor practice complaint or other employee or labor dispute, nor is such strike, slowdown, work stoppage, lockout, unfair labor practice complaint or other employee or labor dispute pending, or to the Knowledge of the Company, threatened or reasonably anticipated; and (iii) as of the date of this Agreement, there is no organizational effort presently being made, or to the Knowledge of the Company, threatened by or on behalf of any Labor Organization with respect to any employees of the Company Group. Except as set forth in Section 2.19(d) of the Disclosure Schedule, the Company Group is not required under applicable Law or Contract to provide notice to, or to enter into any consultation procedure with, any employee or employees of the Company Group or Labor Organization in connection with the execution of this Agreement or the Transactions. Except as set forth in Section 2.19(d) of the Disclosure Schedule, during the past five (5) years, no member of the Company Group has received notice of (i) any allegations or formal or informal complaints made to or filed with or against any member of the Company Group related to harassment (including sexual harassment, sexual misconduct or other abusive behavior) or discrimination; (ii) any other claims initiated, filed or, to the Knowledge of the Company, threatened, against any member of the Company Group related to harassment (including sexual harassment, sexual misconduct or abusive behavior) or discrimination; (iii) any other allegations, formal or informal complaints or any other claims initiated, filed or, to the Knowledge of the Company, threatened against any Person other than the Company Group related to sexual harassment, sexual misconduct, or discrimination; or (iv) any settlement agreements involving allegations relating to sexual harassment, sexual misconduct or discrimination, in each case, by or against any current or former director or officer of the Company Group.
(e) To the Knowledge of the Company, no current officer or employee of the Company Group with an annual base salary in excess of $175,000 has provided written notice (including via email or text message) to any member of the Company Group that he or she (i) intends to terminate his or her employment with the Company Group prior to or within six (6) months following month period ending at the Closing Date, (ii) has received an offer to join a business that is competitive with the Company Business or (iii) is a party to or is bound by any confidentiality agreement, non-competition agreement or other restrictive covenant Contract with any Person (other than the Company and its Affiliates) that may reasonably be expected to have an adverse effect on the performance by such employee of any of his or her duties or responsibilities as an employee of the Company Group. To the Knowledge of the Company, no current officer or employee of the Company Group is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to the Company Group or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company Group or (B) to the knowledge or use of trade secrets or proprietary information.
(f) Except as set forth in Section 2.19(g) of the Disclosure Schedule, the Company Group is not and has not been during the previous three (3) years: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment related actions for government contractors or subcontractors, or (iii) otherwise required to maintain an affirmative action plan.
(g) To the Knowledge of the Company, all material releases of employment claims in favor of the Company Group and obtained from employees in the past three (3) years, are effective and binding to release all employment claims purported to be released therein for each such employee, subject to applicable Laws.
(h) Each individual who is currently providing services to the Company Group through a third-party service provider, or who previously during the prior six (6) years provided services to the Company Group through a third-party service provider, is not or was not an employee or worker of the Company Group. The Company Group does not have a single employer, joint employer, alter ego or similar relationship with any other company.
(i) The Company Group does not use automated employment decision tools or other artificial intelligence in connection with hiring or promotion decisions.
Appears in 1 contract
Samples: Stock Purchase Agreement (Internet Law Library Inc)
