Employees; Employment Matters. (a) Schedule 4.20(a) sets forth a complete and correct list of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s name, title, current base salary or hourly rate, total compensation (including bonuses and commissions) for the fiscal years ended March 31, 2022 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave status. (b) No member of the Company Group is a party to any collective bargaining agreement or similar labor agreement with respect to its employees, and, since March 31, 2019, there has been no activity or proceeding by a labor union, other labor organizations or representative thereof to organize any employees of the Company Group. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened, against any member of the Company Group, and, since March 31, 2019, no member of the Company Group has experienced any strike, material slowdown, picketing, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the Company, no member of the Company Group is subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent. (c) There are no pending or, to the Knowledge of the Company, threatened, Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, before any applicable Authority relating to employees of the Company Group. Since March 31, 2019, the Company Group has not engaged in, and is not currently contemplating, any location closing, employee layoff, relocation activities or similar event that would trigger the WARN Act or any similar state or local statute, rule or regulation. (d) The Company Group: (i) is, and since March 31, 2019, has been, in compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, employee leave, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, business expenses, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31, 2019, has not been, liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31, 2019, no audits have been conducted, or are currently being conducted, or, to the Knowledge of the Company, are threatened to be conducted, by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31, 2019, brought or, to the Knowledge of the Company, threatened to bring, a claim for unpaid compensation, including overtime amounts. (e) The Company Group has complied, in all material respects, with all Laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member of the Company Group currently employs, or since March 31, 2019 has employed, any individual who was not permitted to work in the jurisdiction in which such individual was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, is threatened to be conducted, in respect to any foreign workers employed by any member of the Company Group. Schedule 4.20(e) sets forth each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individual, (i) the expiration date of such visa and (ii) whether the applicable member of the Company Group has made any attempts to renew such visa. (f) To the Knowledge of the Company, no key employee or officer of the Company Group is a party to or is bound by any confidentiality agreement, non-competition or other restrictive covenant agreement or other contract (with any Person) that would materially interfere with: (i) the performance by such officer or key employee of any of his or her duties or responsibilities as an officer or employee of the Company Group or (ii) the Company’s business or operations. No key employee or officer of the Company Group has given written notice of their definite intent to terminate their employment with the Company or, to the Knowledge of the Company, has plans to terminate their employment with the Company Group, nor does the Company have any present intention to terminate the employment of any of the foregoing. (g) Except as set forth on Schedule 4.20(g), the employment of each of the employees of the Company Group is terminable at will without any penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company Group, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group. (h) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”). To the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, or its employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreement. (i) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any Liability by reason of any individual who performs or performed services for the Company Group, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31, 2019 has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has received any notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March 31, 2019 has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable Law. (j) There is no, and since March 31, 2019 there has been no, written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company Group; nor there is any pending obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters nor, to the Knowledge of the Company, has any such litigation, settlement or other arrangement been threatened. (k) Since March 31, 2019, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company Group. With respect to each such claim or complaint with potential merit, the Company Group has taken corrective action. Further, to the Knowledge of the Company, no allegations of sexual harassment have been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member of the Company Group. (l) As of the date hereof and since March 31, 2019, there have been no audits by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company Group. The Company Group is in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA. (m) There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplace. (n) Except as set forth on Schedule 4.20(n), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (NaturalShrimp Inc), Merger Agreement (Yotta Acquisition Corp)
Employees; Employment Matters. (a) Schedule 4.20(a) sets forth a complete and correct list of each of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s the name, title, current base salary or hourly rate, rate for each such person and total compensation (including bonuses and commissions) paid to each such person for the fiscal years ended March December 31, 2022 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, 2020 and leave status2019.
(b) No member of the The Company Group is a not party to any collective bargaining agreement or similar labor agreement with respect to its employeesagreement, and, since March 31January 1, 20192017, there has been no activity or proceeding by a labor union, other labor organizations union or representative thereof to organize any employees of the Company GroupCompany. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened, threatened against any member of the Company GroupCompany, and, since March 31January 1, 20192017, no member of the Company Group has not experienced any strike, material slowdown, picketing, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the Company, no member of the Company Group is not subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent.
(c) There are no pending or, to the Knowledge of the Company, threatened, threatened Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, threatened before any applicable Authority relating to employees of the Company GroupCompany. Since March 31January 1, 20192017, the Company Group has not engaged in, and is not currently contemplating, any location closing, employee layoff, or relocation activities or similar event that would trigger the WARN Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local statute, rule or regulationregulation (collectively, the “WARN Act”).
(d) The Except as set forth on Schedule 4.20(d), the Company Group: (i) is, and since March 31January 1, 20192017, has been, in material compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, employee leave, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, business expenses, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31, 2019, has not been, liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31January 1, 20192017, no audits have been conducted, or are currently being conducted, or, to the Knowledge of the Company, are threatened to be conducted, conducted by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31January 1, 20192017, brought or, to the Knowledge of the Company, threatened to bring, bring a claim for unpaid compensation, including overtime amounts.
(e) The Company Group has complied, in all material respects, with all Laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member none of the Company Group currently employs, or since March 31January 1, 2019 2017, has employed, any individual Person who was not permitted to work in the jurisdiction in which such individual Person was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, is threatened to be conducted, conducted in respect to any foreign workers employed by any member of the Company GroupCompany. Schedule 4.20(e) sets forth with respect to each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individualvisa, (i) the expiration date of such visa and (ii) whether the applicable member of the Company Group has made any attempts to renew such visa.
(f) To the Knowledge of the Company, no key employee or officer of the Company Group is a party to or is bound by any confidentiality agreement, non-competition or other restrictive covenant agreement or other contract (with any Person) that would materially interfere with: (i) the performance by such officer or key employee of any of his or her duties or responsibilities as an officer or employee of the Company Group or (ii) the Company’s business or operations. No key employee or officer of the Company Group has given written notice of their definite intent to terminate their employment with the Company or, to the Knowledge of the Company, has plans to terminate their employment with the Company Group, nor does the Company have any present intention to terminate the employment of any of the foregoing.
(g) Except as set forth on Schedule 4.20(g), the employment of each of the key employees of the Company Group is terminable at will without any penalty or severance obligation on the part of the Company GroupCompany. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company GroupCompany, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company GroupCompany.
(h) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development of any material Intellectual Property Except as set forth on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”). To the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, or its employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreement.
(i) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company4.20(h), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With with regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company GroupCompany, except as set forth on Schedule 4.20(h), the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any Liability by reason of any individual who performs or performed services for the Company GroupCompany, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31January 1, 2019 2017, has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has not received any notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March 31January 1, 2019 2017, has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable Law.
(ji) There is no, and since March 31January 1, 2019 2017, there has been no, written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company GroupCompany; nor there is any pending obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters matters, nor, to the Knowledge of the Company, has any such litigation, settlement or other arrangement been threatened.
(kj) Since March 31January 1, 20192017, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence written claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company GroupCompany. With respect to each such written claim or complaint with potential merit, the Company Group has taken corrective action. Further, to the Knowledge of the Company, no allegations of sexual harassment have been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member of the Company GroupCompany.
(lk) As of the date hereof and since March 31January 1, 20192017, there have been no audits by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company GroupCompany. The Company Group is in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA.
(ml) The Company has complied with all applicable Laws regarding the COVID-19 pandemic, including all applicable federal, state and local Orders issued by any Authority (whether in the United States or any other jurisdiction) regarding shelters-in-place, or similar Orders in effect as of the date hereof and have taken appropriate precautions regarding its employees. As of the date hereof, all employees of the Company who are reasonably able to conduct their duties remotely are working remotely. There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company GroupCompany’s workplace.
(nm) Except as set forth on Schedule 4.20(n4.20(m), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.
(n) Each of the applicable persons included among Key Personnel on Schedule 1.1 hereto, and the Company have duly executed and delivered a Restrictive Covenant Agreement and an employment agreement, as the case may be. To the Knowledge of the Company, none of the Key Personnel are or were, as the case may be, in violation thereof.
Appears in 2 contracts
Samples: Merger Agreement (Revelstone Capital Acquisition Corp.), Merger Agreement (Revelstone Capital Acquisition Corp.)
Employees; Employment Matters. (ai) Schedule 4.20(a) sets forth a complete and correct list No group of employees or key employee has informed LPT, any of the five highest compensated officers Sellers or any officer or director of LPT of any plans to terminate his, her or their employment with LPT generally or as a result of the transactions contemplated hereby. Except as set forth on Section 3.2(p)(i) of the Disclosure Schedule, LPT is not party to or bound by any collective bargaining agreement, labor contract, or other oral or written agreement or understanding with a labor organization or labor union. Except as set forth on Section 3.2(p)(i) of the Disclosure Schedule, during the three (3) year period ending on the Closing Date, with respect to LPT: (A) there has not been (and to the Knowledge of LPT, is not now threatened) any strike, lockout, picketing, handbilling, primary or secondary boycott, work stoppage or slowdown, labor dispute, or similar labor activity, involving LPT; (B) no employees of the Company Group as of the date hereof, setting forth each such person’s name, title, current base salary LPT have been represented by a labor union or hourly rate, total compensation labor organization with respect to their employment by LPT; (including bonuses and commissionsC) for the fiscal years ended March 31, 2022 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave status.
(b) No member of the Company Group is LPT has not been a party to or negotiated any collective bargaining agreement, labor contract, or other written or oral agreement or similar understanding with any labor agreement with respect to its employeesunion or labor organization; (D) no labor organization, and, since March 31, 2019, there has been no activity or proceeding by a labor union, other labor organizations or representative thereof employee of LPT has attempted to organize any employees of LPT, made a demand for voluntary recognition, presented LPT with any petitions or authorization cards seeking to have a labor organization or labor union represent any group of employees, filed any representation petition with the Company Group. There is no labor strikeNational Labor Relations Board, picketing, material slowdown or material work stoppage or lockout pending orgiven LPT notice of any election of a collective bargaining representative (nor, to the Knowledge of the CompanyLPT, has any of these actions been threatened, against ); (E) LPT has not authorized any member of the Company Group, and, since March 31, 2019, no member of the Company Group has experienced any strike, material slowdown, picketing, material work stoppage employer or lockout by multiemployer association or with respect to its employees. To the Knowledge of the Company, no member of the Company Group is subject to any attempt by any union or other labor organization to represent Company Group employees as a LPT in collective bargaining agent.
with any labor organization or labor union; (cF) There are no pending orgrievance or arbitration proceeding arising out of or under any collective bargaining agreement has been filed against LPT, nor, to the Knowledge of the CompanyLPT, is any now threatened, Actions against ; (G) no claim has been filed with any member of the Company Group under Governmental Authority alleging that LPT has violated any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, before any applicable Authority relating to employees of the Company Group. Since March 31, 2019, the Company Group has not engaged in, and is not currently contemplating, any location closing, employee layoff, relocation activities or similar event that would trigger the WARN Act or any similar state or local statute, rule or regulation.
(d) The Company Group: (i) is, and since March 31, 2019, has been, in compliance in all material respects with all applicable Laws relating Law related to employment or termination of laboremployment, including all applicable Laws relating to wages, hours, overtimeemployment policies or practices, terms and conditions of employment, collective bargainingcompensation, labor or employee relations, equal employment opportunity, antiand fair employment practices, whistle-discriminationblowing, antiretaliation, or employee safety or health (“Employment Laws”) nor, to the Knowledge of LPT, is any now threatened, and LPT has no Knowledge of any Basis for any such claim; and (H) LPT has not received any written notice that any Governmental Authority responsible for the enforcement of any Employment Law sought or intended to conduct any inspection, investigation, audit, or compliance review pertaining to any employees of LPT.
(ii) Section 3.2(p)(ii) of the Disclosure Schedule sets forth the following: a true, complete and accurate list of each current employee or consultant of LPT, his or her date(s) of hire or engagement by LPT, position and title (if any), current rate of compensation (including bonuses, commissions and incentive compensation, if any), and in the case of an employee, whether such employee is hourly or salaried, whether such employee is exempt or non-harassment exempt, the number of such employee’s accrued sick days and vacation days, immigration status, whether such employee is absent from active employment and, if so, the date such employee became inactive, the reason for such inactive status and, if applicable, the anticipated date of return to active employment. Except as disclosed on Section 3.2(p)(ii) of the Disclosure Schedule, LPT does not have any unsatisfied Liability to any previously terminated employee or independent contractor. LPT has disclosed to Buyer all of its written employee handbooks, policies, programs and arrangements, and have provided Buyer with a written summary of all of its oral employee handbooks, policies, programs and arrangements.
(includingiii) Except as set forth on Section 3.2(p)(iii) of the Disclosure Schedule, (A) all Persons employed by LPT are employees at will or otherwise employed such that LPT may lawfully terminate their employment at any time, with or without cause, (B) to LPT’s Knowledge, no employee of LPT has or would have any Basis for a cause of action against LPT arising from the termination of such employee, and (C) such termination (if conducted in accordance with applicable Law) will not give rise to any Liability of LPT.
(iv) Except as set forth on Section 3.2(p)(iv) of the Disclosure Schedule, LPT has complied in material respects with all applicable Employment Laws, including but not limited to sexual harassment)any provisions thereof relating to wages, anti-retaliationhours, withholding, immigration, employee leavetermination pay, disability rights or vacation pay, fringe benefits, employment pension plans, collective bargaining and reemployment rights of members the Plans and veterans the payment and/or accrual of the uniformed servicessame and all Taxes, paid time off/vacation, unemployment insurance, safety insurance and health, workers’ compensation, pay equity, restrictive covenants, child labor, whistleblower rights, classification of employees all other costs and independent contractors, meal and rest breaks, business expensesexpenses applicable thereto, and the collection and payment of withholding or social security Taxes; (ii) LPT is not and, since March 31, 2019, has not been, liable for any arrears of wages arrearage, or any Taxes Taxes, costs or any penalty penalties for failure to comply with any of the foregoing (except for wages and withholding thereon in foregoing. Without limiting the ordinary course generality of business and consistent with past practice for the current payroll period); (iii) is not andforegoing, since March 31, 2019, LPT has not been, liable for any payment to any trust incurred a violation of Part 6 of Subtitle B of Title I of ERISA (“COBRA”) or other fund applicable state insurance continuation Law. No material COBRA or other state insurance continuation Law violation relating to any Authority benefits continuation exists with respect to unemployment compensation benefitsany employees of LPT prior to and including the Closing Date, social security nor will any such violation occur as a result of the transactions contemplated hereby. LPT has not previously incurred Liability, penalty or other benefits for employees of charge under the Company Group (other than routine payments to be made in the normal course of business Workers Adjustment Retraining and consistent with past practice for the current payroll period); and (iv) is not andNotification Act, since March 31, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31, 2019, no audits have been conducted29 U.S.C. § 2101 et seq., or are currently being conducted, or, to the Knowledge of the Company, are threatened to be conducted, by any Authority with respect to applicable Laws regarding employment comparable state or labor Laws. No employee of the Company Group has, since March 31, 2019, brought or, to the Knowledge of the Company, threatened to bring, a claim for unpaid compensation, including overtime amountslocal Law.
(ev) The Company Group has complied, in all material respects, with all Laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member of the Company Group Each Person whom LPT currently employsretains as a consultant or previously retained as a consultant qualifies, or since March 31at all times while performing services for LPT qualified, 2019 has employedas an independent contractor and not as an employee of LPT under the Code or applicable Law. LPT does not have any Liability, whether absolute or contingent, including any individual who was not permitted to work in the jurisdiction in which such individual was employed. No audit by obligations under any Authority is currently being conducted, is pending or, to the Knowledge of the Company, is threatened to be conducted, in respect to any foreign workers employed by any member of the Company Group. Schedule 4.20(e) sets forth each individual who is employed by any member of the Company Group pursuant to a visa andPlans, with respect to each such individual, (i) the expiration date any misclassification of such visa and (ii) whether the applicable member of the Company Group has made any attempts an individual performing services to renew such visa.
(f) To the Knowledge of the Company, no key employee or officer of the Company Group is a party to or is bound by any confidentiality agreement, non-competition or other restrictive covenant agreement or other contract (with any Person) that would materially interfere with: (i) the performance by such officer or key employee of any of his or her duties or responsibilities as an officer or employee of the Company Group or (ii) the Company’s business or operations. No key employee or officer of the Company Group has given written notice of their definite intent to terminate their employment with the Company or, to the Knowledge of the Company, has plans to terminate their employment with the Company Group, nor does the Company have any present intention to terminate the employment of any of the foregoing.
(g) Except as set forth on Schedule 4.20(g), the employment of each of the employees of the Company Group is terminable at will without any penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company Group, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group.
(h) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”). To the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, or its employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreement.
(i) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any Liability by reason of any individual who performs or performed services for the Company Group, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group LPT as an independent contractor or consultant is, and since March 31, 2019 has been, properly classified by the applicable member of the Company Group rather than as an independent contractor, and no member employee. Neither the execution of the Company Group has received any notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March 31, 2019 has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable Law.
(j) There is no, and since March 31, 2019 there has been no, written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company Group; this Agreement nor there is any pending obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters nor, to the Knowledge of the Company, has any such litigation, settlement or other arrangement been threatened.
(k) Since March 31, 2019, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company Group. With respect to each such claim or complaint with potential merit, the Company Group has taken corrective action. Further, to the Knowledge of the Company, no allegations of sexual harassment have been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member of the Company Group.
(l) As of the date hereof and since March 31, 2019, there have been no audits by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company Group. The Company Group is in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA.
(m) There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplace.
(n) Except as set forth on Schedule 4.20(n), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated herebyhereby shall cause LPT to be in breach of any agreement with any employee, contractor or consultant or cause LPT or any of its Affiliates to be liable to pay any severance or other amount to any employee, contractor or consultant of LPT.
(vi) LPT has not incurred, and to the Knowledge of LPT, no circumstances exist under which LPT could incur, any Liability for the misclassification of employees as consultants or independent contractors or for the hiring of illegal aliens. LPT has not been the subject of an immigration compliance or employment visit from, nor have LPT been assessed any fine or penalty by, or been the subject of any order or directive of, the United States Department of Labor or the Attorney General of the United States (Immigration and Naturalization Service) or any comparable foreign Governmental Authority.
(vii) Section 3.2(p)(vii) of the Disclosure Schedule lists each employee of LPT whose employment with LPT terminated within the ninety (90) calendar days ending on the Closing Date, including each such employee’s name, job title, work location, date of termination, and type of termination (involuntary termination, voluntary termination, layoff, or reduction in work hours).
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Faro Technologies Inc)
Employees; Employment Matters. (a) Schedule 4.20(a5.21(a) sets forth a true, correct and complete and correct list of each of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s the name, title, current base salary or hourly rate, compensation rate for each such person and total compensation (including bonuses and commissions) paid to each such person for the fiscal years ended March December 31, 2022 2019 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave status2018.
(b) No member of Except as set forth on Schedule 5.21(b), the Company Group is not a party to or subject to any collective bargaining agreement agreement, or any similar labor agreement with respect to its employeesagreement, and, since March 31, 2019, and there has been no activity or proceeding by a labor union, other labor organizations union or representative thereof to organize any employees of the Company GroupCompany. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatenedthreatened against or affecting the Company, against any member and none of the Company Group, and, since March 31, 2019, no member of the Company Group has experienced any strike, material slowdown, picketing, slowdown or material work stoppage stoppage, lockout or lockout other collective labor action by or with respect to its employees. To the Knowledge of the Company, no member of the Company Group is subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent.
(c) There As of the date of this Agreement, there are no pending or, to the Knowledge of the Company, threatened, threatened Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, before any applicable Authority governmental authority relating to employees of the Company Group. Since March 31, 2019, the Company Group has not engaged in, and is not currently contemplating, any location closing, employee layoff, relocation activities or similar event that would trigger the WARN Act or any similar state employee or local statute, rule or regulationother service provider thereof.
(d) The Company Group: (i) is, is and since March 31, 2019, has been, been in compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, employee leave, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurancecivil rights, safety and health, workers’ compensation, pay equity, restrictive covenants, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, business expenses, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31, 2019, has not been, liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31, 2019, no audits have been conducted, or are currently being conducted, or, to the Knowledge of the Company, are threatened to be conducted, by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31, 2019, brought or, to the Knowledge of the Company, threatened to bring, a claim for unpaid compensation, including overtime amounts.
(e) The Company Group has complied, met in all material respects, with respects all Laws requirements required by Law relating to the verification employment of identity and employment authorization of individuals employed in the United Statesforeign citizens, and no member of the Company Group does not currently employsemploy, or since March 31, 2019 has ever employed, any individual Person who was not permitted to work in the jurisdiction in which such individual Person was employed. No audit by any Authority is currently being conducted, is pending or, to .
(e) To the Knowledge of the Company, is threatened to be conductedno employee of the Company, in respect to the ordinary course of his or her duties, has breached or will breach any foreign workers employed by any member of the Company Group. Schedule 4.20(e) sets forth each individual who is employed by any member of the Company Group pursuant obligation to a visa and, with former employer in respect to each such individual, (i) the expiration date of such visa and (ii) whether the applicable member any covenant against competition or soliciting clients or employees or servicing clients or any confidentiality or proprietary right of the Company Group has made any attempts to renew such visaformer employer.
(f) To the Knowledge of the Company, no key employee or officer of the Company Group is a party to or is bound by any confidentiality agreement, non-competition or other restrictive covenant agreement or other contract (with any Person) that would materially interfere with: (i) the performance by such officer or key employee of any of his or her duties or responsibilities as an officer or employee of the Company Group or (ii) the Company’s business or operations. No key employee or officer of the Company Group has given written notice of their definite intent to terminate their employment with the Company or, to the Knowledge of the Company, has plans to terminate their employment with the Company Group, nor does the Company have any present intention to terminate the employment of any of the foregoing.
(g) Except as set forth on Schedule 4.20(g), the employment of each of the employees of the Company Group is terminable at will without any penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company Group, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group.
(h) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement last five (each, an “IP Assignment Agreement”). To the Knowledge of the Company5) years, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, or its employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreement.
(i) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any Liability by reason of any individual who performs or performed services for the Company Group, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31, 2019 has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has received any notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March 31, 2019 has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable Law.
(j) There is no, and since March 31, 2019 there has been no, written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company Group; nor there is any pending obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters nor, to the Knowledge of the Company, has any such litigation, settlement or other arrangement been threatened.
(k) Since March 31, 2019, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company Group. With respect to each such claim or complaint with potential merit, the Company Group has taken corrective action. Further, to the Knowledge of the Company, no substantiated allegations of sexual harassment have been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member of the Company Groupat a level of Senior Vice President or above.
(l) As of the date hereof and since March 31, 2019, there have been no audits by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company Group. The Company Group is in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA.
(m) There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplace.
(ng) Except as set forth on Schedule 4.20(n5.21(g), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Gemini Therapeutics, Inc. /DE), Merger Agreement (FS Development Corp.)
Employees; Employment Matters. (a) Schedule 4.20(a) sets forth a true, correct and complete and correct list of each of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s the name, title, current base salary or hourly rate, rate for each such person and total compensation (including bonuses and commissions) paid to each such person for the fiscal years ended March December 31, 2022 2021 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave status2020.
(b) No member of the The Company Group is not a party to any collective bargaining agreement or similar labor agreement with respect to its employeesagreement, andand since January 1, since March 31, 20192018, there has been no activity or proceeding by a labor union, other labor organizations union or representative thereof to organize any employees of the Company Group. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the CompanyCompany or DLQ Parent, threatened, threatened against any member of the Company Group, and, since March 31January 1, 20192018, no member of the Company Group has not experienced any strike, material slowdown, picketing, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the CompanyCompany or DLQ Parent, no member of the Company Group is not subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent.
(c) There are no pending or, to the Knowledge of the CompanyCompany or DLQ Parent, threatened, threatened material Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are is no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the CompanyCompany or DLQ Parent, threatened, threatened before any applicable Authority relating to employees of the Company Group. Since March 31Except as set forth on Schedule 4.20(c), 2019since January 1, 2018, the Company Group has not engaged in, and is not currently contemplating, any location closing, employee layoff, or relocation activities or similar event that would reasonably be expected to trigger the WARN Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local statute, rule or regulation.
(d) The Except as set forth on Schedule 4.20(d), the Company Group: (i) Group is, and since March 31January 1, 2019, 2018 has been, in material compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, employee leaveleaves, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, business expenses, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31, 2019, has not been, liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31January 1, 20192018, no audits have been conducted, or are currently being conducted, or, to the Knowledge of the CompanyCompany or DLQ Parent, are threatened to be conducted, conducted by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31, 2019, brought or, to the Knowledge of the Company, threatened to bring, a claim for unpaid compensation, including overtime amounts.
(e) The Company Group has complied, in all material respects, with all Laws relating to the verification of identity and employment authorization of individuals employed in the United States, and to the Knowledge of the Company and DLQ Parent, no member of the Company Group currently employs, or since March 31January 1, 2019 2018 has employed, any individual Person who was not permitted to work in the jurisdiction in which such individual Person was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the CompanyCompany or DLQ Parent, is threatened to be conducted, conducted in respect to any foreign workers employed by any member of the Company Group. Except as set forth on Schedule 4.20(e) sets forth each individual who is employed by any member 4.14, no employee of the Company Group pursuant has, since January 1, 2018, brought or, to a visa and, with respect to each such individual, (i) the expiration date of such visa and (ii) whether the applicable member Knowledge of the Company Group has made any attempts or DLQ Parent, threatened to renew such visabring a claim that remains pending for unpaid compensation, including overtime amounts.
(fe) To the Knowledge of the CompanyCompany or DLQ Parent, no key employee or officer of the Company Group is a party to or is bound by any confidentiality agreement, non-competition or other restrictive covenant agreement or other contract (with any Person) that would materially interfere with: (i) with the performance by such officer or key employee of any of his or her duties or responsibilities as an officer or employee of the Company Group Group. To the Knowledge of the Company or (ii) the Company’s business or operations. No DLQ Parent, no key employee or officer of the Company Group has given written notice of their definite intent to terminate their employment with the Company or, to the Knowledge of the Company, has plans to terminate their employment with the Company Group, nor does the Company Group have any present intention to terminate the employment of any of the foregoing.
(gf) Except as set forth on Schedule 4.20(g4.20(f), the employment of each of the key employees of the Company Group is terminable at will without any penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company Group, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group.
(hg) Each current and former employee and officer, and where appropriateExcept as set forth on Schedule 4.20(g), each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”). To the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, or its employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreement.
(i) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any Liability by reason of any individual who performs or performed services for the Company Group, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31January 1, 2019 has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has received any notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March 31, 2019 2018 has been, properly classified by the Company Group as “exempt” an independent contractor, and the Company Group has not received any written notice from any Authority or “non-exempt” under applicable LawPerson disputing such classification.
(jh) There Except as set forth on Schedule 4.20(h) and as set forth on Schedule 4.14, there is no, and since March 31January 1, 2019 2018 there has been no, written notice provided to any member of the Company Group of any pending or, to the Knowledge of the Company or DLQ Parent, threatened claim or litigation relating to, or any written complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company GroupGroup that remains pending; nor there is any pending obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters nor, to matters.
(i) To the Knowledge of the CompanyCompany or DLQ Parent, has any such litigationexcept as set forth on Schedule 4.20(i), settlement or other arrangement been threatened.
(k) Since March 31since January 1, 20192018, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence written claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company Group. With respect to each such written claim or complaint with potential merit, the Company Group has taken corrective action. Further, to the Knowledge of the CompanyCompany or DLQ Parent, since January 1, 2018 no allegations of sexual harassment have been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member executive officer of the Company Group.
(lj) The Company Group has complied in all material respects with all applicable Laws regarding the COVID-19 pandemic, including all applicable federal, state and local Orders issued by any Authority (whether in the United States or any other jurisdiction) regarding shelters-in-place, or similar Orders in effect as of the date hereof and have taken appropriate precautions regarding its employees. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each material occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt corrective action that is reasonably calculated to prevent the spread of COVID-19 within the Company Group’s workplace.
(k) As of the date hereof and since March 31January 1, 20192018, there have been no material audits by any Authority, nor have there been any charges, fines, or penalties, including including, to the Knowledge of the Company and DLQ Parent, those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company Group. The Company Group is in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA.
(m) There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplace.
(nl) Except as set forth on Schedule 4.20(n4.20(l), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Logiq, Inc.), Merger Agreement (Abri SPAC I, Inc.)
Employees; Employment Matters. (a) Schedule 4.20(a) sets forth The Company has made available to Parent or its counsel a true, correct and complete and correct list of each of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s namethe employee ID, location, title, current base salary or hourly raterate for each such person, total compensation (including bonuses and commissions) paid to each such person for the fiscal years ended March December 31, 2022 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave status.
(b) No member of the The Company Group is not a party to any collective bargaining agreement or similar labor agreement with respect to its employeesany employees of the Company, and, since March 31January 1, 20192020, to the Knowledge of the Company, there has been no activity or proceeding by a labor union, other labor organizations union or representative thereof to organize or represent any employees of the Company Group. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened, threatened against any member of the Company Group, and, since March 31January 1, 20192020, no member of the Company Group has not experienced any strike, material slowdown, picketing, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the CompanySince January 1, no member of the Company Group is subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent.
(c) There are no pending or, to the Knowledge of the Company, threatened, Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, before any applicable Authority relating to employees of the Company Group. Since March 31, 20192020, the Company Group has not engaged inbeen in compliance with any notice and other requirements under the Workers’ Adjustment Retraining and Notification Act of 1988, and is not currently contemplatingas amended, any location closing, employee layoff, relocation activities or similar event that would trigger the WARN Act or any similar state or local statute, rule or regulationregulation relating to plant closings and layoffs (collectively, the “WARN Act”). The Company has not implemented any “mass layoff” or “plant closing” or engaged in any other layoffs or employee reductions that resulted in obligations under the WARN Act, assuming that parties to Material Contracts regarding the retention of employees perform in accordance with the terms of such agreements.
(dc) The Other than as summarized in the SEC Reports or Schedule 4.18(c), the Company Group: (i) Group is, and since March 31, 2019, has beenbeen for the past six (6) years, in material compliance in all material respects with all applicable Laws relating to employment or the engagement of labor, including but not limited to all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, employee leave, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, business expensespay equity, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31, 2019, has not been, liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31, 2019, no audits have been conducted, or are currently being conducted, or, to the Knowledge of the Company, are threatened to be conducted, by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31, 2019, brought or, to the Knowledge of the Company, threatened to bring, a claim for unpaid compensation, including overtime amounts.
(ed) The Company Group has complied, in all material respects, with all Laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member of the Company Group currently employs, or since March 31, 2019 has employed, any individual who was not permitted to work in the jurisdiction in which such individual was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, is threatened to be conducted, in respect to any foreign workers employed by any member of the Company Group. Schedule 4.20(e) sets forth each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individual, (i) the expiration date of such visa and (ii) whether the applicable member of the Company Group has made any attempts to renew such visa.
(f) To the Knowledge of the Company, no key employee or officer of the Company Group is a party to or is bound by any confidentiality agreement, non-competition or other restrictive covenant agreement or other contract (with any Person) that would materially interfere with: (i) the performance by such officer or key employee of any of his or her duties or responsibilities as an officer or employee of the Company Group or (ii) the Company’s business or operations. No key employee or officer of the Company Group has given written notice of their definite intent to terminate their employment with the Company or, to the Knowledge of the Company, has plans to terminate their employment with the Company Group, nor does has the Company have any Group provided notice of its present intention to terminate the employment of any of the foregoing.
(ge) Except as set forth on Schedule 4.20(g), the employment of each of the employees of the Company Group is terminable at will without any penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company Group, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group.
(h) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”). To the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, or its employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreement.
(i) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group, the The Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and to the Knowledge of the Company, the Company Group does not have any Liability liability by reason of any individual who performs or performed services for the Company Group, in any capacity, being improperly excluded from participating in any Plan. Each individual currently engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31, 2019 for the past six (6) years has been, properly correctly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has not received any notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March 31, 2019 has been, properly classified by the Company Group as “exempt” or is, and for the past six (6) years has been, correctly classified by the Company Group as “non-exempt” under applicable Law.
(jf) There is noSince January 1, and since March 312020, 2019 there has been no, written notice provided to any member of the Company Group has not received notice of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation, or any other violation of labor or employment laws against the Company Group; nor there is any pending outstanding obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters nor, or (iii) nor to the Knowledge of the Company, has any such litigation, settlement claim or other arrangement litigation been threatened.
(k) Since March 31, 2019, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company Group. With respect to each such claim or complaint with potential merit, the Company Group has taken corrective action. Further, to the Knowledge of the Company, no allegations of sexual harassment have been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member of the Company Group.
(lg) As of the date hereof and since March 31January 1, 20192020, there have been no audits of the Company Group by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company Group. .
(h) The Company Group is in compliance has complied in all material respects with OSHA all applicable Laws regarding the COVID-19 pandemic, including all applicable federal, state and there are no pending appeals of local Orders issued by any Authority’s decision or fines issued in relation to OSHA.
(m) . There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company Group as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries complaints related to the COVID-19 pandemic. With respect to each occupational safety pandemic (if any), and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt any legally required corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplace.
(n) Except as set forth on Schedule 4.20(n), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.response thereto
Appears in 2 contracts
Samples: Merger Agreement (Viveon Health Acquisition Corp.), Merger Agreement (Clearday, Inc.)
Employees; Employment Matters. (a) Schedule 4.20(a4.19(a) sets forth a complete and correct list of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s name, title, current base salary or hourly rate, total compensation (including bonuses and commissions) for the fiscal years ended March December 31, 2022 2020 and 20212022, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave status.
(b) No member of the Company Group is a party to any collective bargaining agreement or similar labor agreement with respect to its employees, and, since March 31January 1, 20192020, there has been no activity or proceeding by a labor union, other labor organizations or representative thereof to organize any employees of the Company Group. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened, against any member of the Company Group, and, since March 31January 1, 20192020, no member of the Company Group has experienced any strike, material slowdown, picketing, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the Company, no member of the Company Group is subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent.
(c) There are no pending or, to the Knowledge of the Company, threatened, Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There To the Knowledge of the Company, there are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, before any applicable Authority relating to employees of the Company Group. Since March 31January 1, 20192020, the Company Group has not engaged in, and is not currently contemplating, any location closing, employee layoff, relocation activities or similar event that would trigger the WARN Act or any similar state or local statute, rule or regulation.
(d) The Company Group: (i) is, and since March 31January 1, 2019, has been, in compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, employee leave, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, business expenses, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31January 1, 2019, has not been, liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31January 1, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31January 1, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31January 1, 2019, no audits have been conducted, or are currently being conducted, or, to the Knowledge of the Company, are threatened to be conducted, by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31January 1, 2019, brought or, to the Knowledge of the Company, threatened to bring, a claim for unpaid compensation, including overtime amounts.
(e) The Company Group has complied, in all material respects, with all Laws relating to the verification of identity and employment authorization of individuals employed in the United States, and and, to the Knowledge of the Company, no member of the Company Group currently employs, or since March 31January 1, 2019 2020 has employed, any individual who was not permitted to work in the jurisdiction in which such individual was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, is threatened to be conducted, in respect to any foreign workers employed by any member of the Company Group. Schedule 4.20(e4.19(e) sets forth each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individual, (i) the expiration date of such visa and (ii) whether the applicable member of the Company Group has made any attempts to renew such visa.
(f) To the Knowledge of the Company, no key employee or officer of the Company Group is a party to or is bound by any confidentiality agreement, non-competition or other restrictive covenant agreement or other contract (with any Person) that would materially interfere with: (i) the performance by such officer or key employee of any of his or her duties or responsibilities as an officer or employee of the Company Group or (ii) the Company’s business or operations. No key employee or officer of the Company Group has given written notice of their definite intent to terminate their employment with the Company Group or, to the Knowledge of the Company, has plans to terminate their employment with the Company Group, nor does the Company Group have any present intention to terminate the employment of any of the foregoing.
(g) Except as set forth on Schedule 4.20(g4.19(g), the employment of each of the employees of the Company Group and engagement of each independent contractor is terminable at will without any prior notice, penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company Group, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group.
(h) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”). To the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed in writing excluded works or inventions made prior to his, her, or its employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreement.
(i) Schedule 4.20(i4.19(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group, the Company Group has has, to the Knowledge of the Company, complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any Liability by reason of any individual who performs or performed services for the Company Group, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31January 1, 2019 has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has received any notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March 31January 1, 2019 has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable Law.
(j) The Company has provided Parent with a true, correct and complete list of all employees of the Company Group as of the date hereof, which sets forth for each such Person the following: (i) name; (ii) title or position; (iii) hire date, and record employer; (iv) current annual base compensation rate (or, as applicable, hourly rate of pay); (v) the profit sharing, bonus or other form of additional compensation payable by the Company Group to or for the benefit of each such Person for the current fiscal year; (vi) classification as exempt or non-exempt under applicable wage and hour laws and regulations; (vii) full-time or part-time status; (viii) amount of annual vacation or paid time off accrual as of five (5) days prior to the Closing Date; (ix) the amount of sick leave credited to such Person as of five (5) days prior to the Closing Date (x) visa status (if any); (xi) a description of the fringe benefits provided to each such individual as of the date hereof (xii) leave status (including type of leave), and expected date of return for non-disability related leaves and expiration dates for disability-related leaves and (xiii) principal place of work. To the Knowledge of the Company, all of the full-time employees of the Company Group are devoting all of their business time to the Company Group.
(k) There is no, and since March 31January 1, 2019 2020 there has been no, written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company Group; nor there is any pending obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters nor, to the Knowledge of the Company, has any such litigation, settlement or other arrangement been threatened.
(kl) Since March 31January 1, 20192020, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company Group. With respect to each such claim or complaint with potential merit, the Company Group has taken corrective action. Further, to the Knowledge of the Company, no allegations of sexual harassment have been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member of the Company Group.
(lm) As of the date hereof and since March 31January 1, 2019, 2020 there have been no audits by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company Group. The Company Group is in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA.
(mn) There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has has, to the Knowledge of the Company, taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplace.
(no) Except as set forth on Schedule 4.20(n4.19(o), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.
Appears in 1 contract
Employees; Employment Matters. (a) Schedule 4.20(a) sets forth The Company has made available to Parent or its counsel a true, correct and complete and correct list of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s namethe employee location, title, current base salary or hourly rate, rate for each such person and total compensation (including bonuses and commissions) paid to each such person for the fiscal years ended March December 31, 2022 and 20212023, employerif applicable, hire date, status as exempt or non-exempt from overtime Lawsstatus under applicable laws, accrued paid time off or vacation, and leave status.
(b) No member The Company has made available to Parent or its counsel a true, correct and complete list of each of the independent contractors or consultants of the Company as of the date hereof, setting forth the name, principal location, engagement or start date, compensation structure, average monthly hours worked (if known), and nature of services provided.
(c) The Company Group is not a party to any collective bargaining agreement or similar labor agreement with respect to its employeesany employees of the Company, and, since March 31January 1, 20192022, to the Knowledge of the Company, there has been no activity or proceeding by a labor union, other labor organizations organization, employee representative, or representative thereof group of employees seeking to organize or represent any employees of the Company Group. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened, threatened against any member of the Company Group, and, since March 31January 1, 20192022, no member of the Company Group has not experienced any strike, material slowdown, picketing, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the Company, no member of the Company Group is subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent.
(c) There are no pending or, to the Knowledge of the Company, threatened, Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, before any applicable Authority relating to employees of the Company.
(d) There are no pending or, to the Knowledge of the Company, threatened Actions against the Company Group. Group under any worker’s compensation policy or long-term disability policy.
(e) Since March 31January 1, 20192022, the Company Group has been in compliance with notice and other requirements under the Workers’ Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local or applicable foreign statute, rule or regulation relating to plant closings and layoffs (collectively, the “WARN Act”). Since January 1, 2022, the Company has not implemented any “mass layoff” or “plant closing” or engaged in, and in any other layoffs or employee reductions that resulted in obligations under the WARN Act. There is not currently contemplating, any no ongoing or contemplated location closing, employee layoff, or relocation activities or similar event that would trigger notice or any other requirements under the WARN Act or any similar state or local statute, rule or regulationAct.
(df) The Company Group: (i) Group is, and since March 31, 2019, for the past six (6) years has been, in compliance in all material respects with all applicable Laws relating to employment or the engagement of labor, including but not limited to all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, employee verification of identity and employment authorization of individuals employed in the United States, leave, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, COVID-19, workers’ compensation, pay equity, restrictive covenants, whistleblower rights, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, and reimbursement of business expenses. Each individual currently engaged by the Company as an independent contractor or consultant is, and for the past three (3) years has been, correctly classified by the Company as an independent contractor, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31, 2019, Company has not been, liable for received any arrears of wages notice from any Authority or any Taxes or any penalty for failure to comply with any Person disputing such classification. Each of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in classified by the normal course of business Company as “exempt” is, and consistent with past practice for the current payroll period); and past three (iv3) is not and, since March 31, 2019, years has not been, party to or bound correctly classified by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31, 2019, no audits have been conducted, or are currently being conducted, or, to the Knowledge of the Company, are threatened to be conducted, by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31, 2019, brought or, to the Knowledge of the Company, threatened to bring, a claim for unpaid compensation, including overtime amountsas “exempt” under applicable Law.
(eg) The For the past three (3) years, the Company Group has complied, in all material respects, complied with all Laws laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member of the Company Group currently employs, or since March 31, 2019 has employed, any individual who was not permitted to work in the jurisdiction in which such individual was employed. No audit or investigation by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, or is threatened to be conducted, in respect to any foreign workers employed by any member of the Company Group. Schedule 4.20(e5.18(g) sets forth discloses each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individual, (i) or other work permit or authorization and the expiration date of such visa and (ii) whether the applicable member of the Company Group has made any attempts to renew such visaor other work permit or authorization.
(fh) To the Knowledge of the Company, no key employee or officer of the Company Group Key Employee is a party to or is bound by any enforceable confidentiality agreement, non-competition agreement or other restrictive covenant agreement or other contract (with any Person) that would materially interfere with: (i) the performance by such officer or key employee of any Key Employee of his or her duties or responsibilities as an officer or employee of the Company Group or (ii) the CompanyCompany Group’s business or operations. No key employee or officer of the Company Group Except as set forth on Schedule 5.18(h), no Key Employee has given written notice of their definite his or her intent to terminate their employment with the Company or, to the Knowledge of the Company, has plans to terminate their his or her employment with the Company Group, nor does has the Company have any Group provided notice of its present intention to terminate the employment of any of the foregoing.
(gi) Except as set forth on Schedule 4.20(g)Since January 1, the employment of each of the employees of 2022, the Company Group is terminable at will without any penalty or severance obligation on not and has not been engaged in or, to the part Knowledge of the Company Group. All material sums due for employee compensation and all vacation time owing Company, threatened with, any claim with respect to payment of wages, salary or overtime pay or violation of any other federal state, or local labor or employment Laws with respect to any employees of any member of the Company Groupcurrent or former employee, and all fees owing to any independent contractors and consultantscontractor, have been duly accrued on the accounting records of the applicable member of the Company Groupor other service provider.
(hj) Each current and former employee and officerSince January 1, and where appropriate2022, each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development not received notice of any material Intellectual Property on behalf claim or litigation relating to an allegation of discrimination, retaliation, harassment (including sexual harassment), or sexual misconduct; nor is there any outstanding obligation for the Company Group or under any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”). To settlement relating to such matters and to the Knowledge of the Company, no such current claim or former employeeslitigation has been threatened. Since January 1, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, or its employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreement.
(i) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group2022, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any Liability by reason of any individual who performs or performed services for the Company Group, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31, 2019 has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has received any notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March 31, 2019 has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable Law.
(j) There is no, and since March 31, 2019 there has been no, written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company Group; nor there is any pending obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters nor, to the Knowledge of the Company, has any such litigation, settlement or other arrangement been threatened.
(k) Since March 31, 2019, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company GroupCompany. With respect to each such claim or complaint with found to have potential merit, the Company Group has taken reasonable corrective action. Further, to the Knowledge of the Company, since January 1, 2022, no allegations of sexual harassment have been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member of the Company GroupCompany.
(lk) As of the date hereof and since March 31January 1, 20192022, there have been no material audits of the Company Group by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company Group. The , nor have there been any related charges, fines, or penalties, and the Company Group is has been in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA.
(m) There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplace.
(n) Except as set forth on Schedule 4.20(n), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.
Appears in 1 contract
Employees; Employment Matters. (a) Schedule 4.20(a) sets forth a true, correct and complete and correct list of each of the five highest compensated officers or employees of the Company Group as and its Subsidiaries who received compensation in excess of $250,000 for the date hereoffiscal years ended December 31, 2020 and 2019 setting forth each such person’s the name, title, current base salary or hourly rate, total compensation (including bonuses and commissions) rate for the fiscal years ended March 31, 2022 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave statuseach such person.
(b) No member of Except as set forth on Schedule 4.20(b), the Company Group is not a party to or subject to any collective bargaining agreement or similar labor agreement with respect to its employeesagreement, and, since March 31, 2019, and there has been no activity or proceeding during the past three years by a labor union, other labor organizations union or representative thereof to organize any employees of the Company Groupor any of its Subsidiaries. To the Knowledge of the Company, none of the employees of the Company or its Subsidiaries are represented by any labor organization or works council. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened, threatened against any member of or affecting the Company Groupor any of its Subsidiaries, and, since March 31, 2019, no member of and neither the Company Group has nor its Subsidiaries have experienced during the past three years any strike, material slowdown, picketing, slowdown or material work stoppage stoppage, lockout or lockout other collective labor action by or with respect to its employees. To the Knowledge of the CompanySince December 31, no member of 2018, neither the Company Group is subject to nor any attempt by of its Subsidiaries has implemented any union “plant closings” (as defined in the federal Worker Adjustment and Retraining Act of 1988 or other labor organization to represent Company Group employees as a collective bargaining agentany similar foreign, state or local plan closing or mass layoff statute, rule or regulation (the “WARN Act”) or employee layoffs that would implicate the WARN Act.
(c) There Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries (i) is in material compliance with all applicable Laws regarding employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, workplace health and safety, employee classification, non-discrimination, wages and hours, immigration, disability rights, equal opportunity, “plant closings” (as defined in the WARN Act) and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues, classification of employees and independent contractors, and unemployment insurance. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries are not delinquent in payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid.
(d) As of the date of this Agreement, there are no pending or, to the Knowledge of the Company, threatened, threatened Actions against any member of the Company Group or any of its Subsidiaries under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice Unfair Labor Practice (as defined in the National Labor Relations Act) charge or complaint pending or, to the Knowledge of the Company, threatened, before any applicable governmental Authority relating to employees of the Company Group. Since March 31, 2019, the Company Group has not engaged in, and is not currently contemplating, any location closing, employee layoff, relocation activities or similar event that would trigger the WARN Act or any similar state or local statute, rule or regulation.
(d) The Company Group: (i) is, and since March 31, 2019, has been, in compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, employee leave, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, business expenses, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31, 2019, has not been, liable for any arrears of wages its Subsidiaries or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust employee or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31, 2019, no audits have been conducted, or are currently being conducted, or, to the Knowledge of the Company, are threatened to be conducted, by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31, 2019, brought or, to the Knowledge of the Company, threatened to bring, a claim for unpaid compensation, including overtime amountsservice provider thereof.
(e) The Company Group has compliedSince January 1, in all material respects, with all Laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member of the Company Group currently employs, or since March 31, 2019 has employed, any individual who was not permitted to work in the jurisdiction in which such individual was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, is threatened to be conducted, in respect to any foreign workers employed by any member of the Company Group. Schedule 4.20(e) sets forth each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individual2019, (i) all individuals who perform or have performed services for the expiration date Company or any of such visa its Subsidiaries have been properly classified under applicable Law (A) as employees or individual independent contractors and (B) for employees, as an “exempt” employee or a “non-exempt” employee (within the meaning of the FLSA and applicable state Law) and (ii) whether the applicable member of no such individual has been improperly included or excluded from any Plan and neither the Company Group nor any of its Subsidiaries has made notice of any attempts pending or threatened inquiry or audit from any Authority concerning any such classifications, except, in the case of each of clauses (i) and (ii), as would not, individually or in the aggregate, reasonably be expected to renew such visabe material to the Company and its Subsidiaries, taken as a whole.
(f) To the Knowledge of the CompanySince December 31, no key employee or officer of the Company Group is a party to or is bound by any confidentiality agreement2018, non-competition or other restrictive covenant agreement or other contract (with any Person) that would materially interfere with: (i) the performance by such officer no material allegations of sexual harassment or key employee of sexual misconduct have been made in writing against any of his or her duties or responsibilities as an director, officer or employee of the Company Group or any of its Subsidiaries, and (ii) the Company’s business or operations. No key employee or officer of neither the Company Group has given written notice of their definite intent to terminate their employment with the Company or, to the Knowledge of the Company, has plans to terminate their employment with the Company Group, nor does the Company have any present intention to terminate the employment of any of the foregoing.
(g) Except as set forth on Schedule 4.20(g), the employment of each of the employees of the Company Group is terminable at will without any penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company Group, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group.
(h) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of the Company Group who its Subsidiaries has contributed to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”). To the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, or its employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreement.
(i) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any Liability by reason of any individual who performs or performed services for the Company Group, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31, 2019 has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has received any notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March 31, 2019 has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable Law.
(j) There is no, and since March 31, 2019 there has been no, written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company Group; nor there is any pending obligation for any member of the Company Group under entered into any settlement or out-of-court or pre-litigation arrangement relating agreement related to such matters nor, to the Knowledge of the Company, has any such litigation, settlement or other arrangement been threatened.
(k) Since March 31, 2019, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company Group. With respect to each such claim or complaint with potential merit, the Company Group has taken corrective action. Further, to the Knowledge of the Company, no allegations of sexual harassment have been made to or sexual misconduct by any member director, officer or employee of the Company Group against or any individual in his or her capacity as director or an employee of a member of the Company Groupits Subsidiaries.
(l) As of the date hereof and since March 31, 2019, there have been no audits by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company Group. The Company Group is in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA.
(m) There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplace.
(n) Except as set forth on Schedule 4.20(n), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Pine Technology Acquisition Corp.)
Employees; Employment Matters. (a) Schedule 4.20(a4.21(a) sets forth a true, correct and complete and correct list of each of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s the name, title, current base salary or hourly rate, rate for each such person and total compensation (including bonuses and commissions) paid to each such person for the fiscal years year ended March December 31, 2022 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave status2020.
(b) No member of the The Company Group is not a party to any collective bargaining agreement or similar labor agreement with respect to its employeesagreement, and, to the Knowledge of the Company, since March 31May 4, 20192020 (inception), there has been no activity or proceeding by a labor union, other labor organizations union or representative thereof to organize any employees of the Company GroupCompany. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened, threatened against any member of the Company GroupCompany, and, since March 31May 4, 20192020 (inception), no member of the Company Group has not experienced any strike, material slowdown, picketing, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the Company, no member of the Company Group is not subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent.
(c) There are no pending or, to the Knowledge of the Company, threatened, threatened Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, threatened before any applicable Authority relating to employees of the Company GroupCompany. Since March 31May 4, 20192020 (inception), the Company Group has not engaged in, and is not currently contemplating, any location closing, employee layoff, or relocation activities or similar event that would trigger the WARN Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local statute, rule or regulationregulation (collectively, the “WARN Act”).
(d) The Company Group: (i) is, and since March 31May 4, 2019, 2020 (inception) has been, in material compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, employee leaveleaves, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, business expenses, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31, 2019, has not been, liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31May 4, 20192020 (inception), no audits have been conducted, or are currently being conducted, or, to the Knowledge of the Company, are threatened to be conducted, conducted by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31, 2019, brought or, to To the Knowledge of the Company, threatened to bring, a claim for unpaid compensation, including overtime amounts.
(e) The the Company Group has complied, in all material respects, with all Laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member none of the Company Group currently employs, or since March 31May 4, 2019 2020 (inception) has employed, any individual Person who was not permitted to work in the jurisdiction in which such individual Person was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, is threatened to be conducted, conducted in respect to any foreign workers employed by any member of the Company GroupCompany. Schedule 4.20(e4.21(d) sets forth discloses in respect to each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individualvisa, (i) the expiration date of such visa and (ii) whether the applicable member of the Company Group has made any attempts to renew such visa. No employee of the Company has, since May 4, 2020 (inception), brought or, to the Knowledge of the Company, threatened to bring a claim for unpaid compensation, including overtime amounts.
(fe) To the Knowledge of the Company, no key employee or officer of the Company Group is a party to or is bound by any confidentiality agreement, non-competition or other restrictive covenant agreement or other contract (with any Person) that would materially interfere with: (iA) the performance by such officer or key employee of any of his or her duties or responsibilities as an officer or employee of the Company Group or (iiB) the Company’s business or operations. No key employee or officer of the Company Group has given written notice of their definite intent to terminate their employment with the Company or, to the Knowledge of the Company, has plans to terminate their employment with the Company Group, nor does the Company have any present intention to terminate the employment of any of the foregoing.
(gf) Except as set forth on Schedule 4.20(g4.21(f), the employment of each of the key employees of the Company Group is terminable at will without any penalty or severance obligation on the part of the Company GroupCompany. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company GroupCompany, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company GroupCompany.
(hg) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”)agreement. To the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company GroupCompany, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, his or its her employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreementproprietary information and inventions agreement.
(ih) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company GroupCompany, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any Liability by reason of any individual who performs or performed services for the Company GroupCompany, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31May 4, 2019 2020 (inception) has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has not received any notice from any Authority or Person disputing such classification. Each To the Knowledge of the Company, each of the employees of the Company Group is, and since March 31May 4, 2019 2020 (inception) has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable Law.
(ji) There is no, and since March 31May 4, 2019 2020 (inception) there has been no, written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company GroupCompany; nor there is any pending obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters nor, or (iii) nor to the Knowledge of the Company, has any such litigation, settlement or other arrangement been threatened.
(kj) Since March 31May 4, 20192020 (inception), the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence written claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company GroupCompany. With respect to each such written claim or complaint with potential merit, the Company Group has taken corrective action. Further, to the Knowledge of the Company, no allegations of sexual harassment have been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member of the Company Group.
(lk) As of the date hereof and since March 31May 4, 20192020 (inception), there have been no audits by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, penalties under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company GroupCompany. The Company Group is in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA.
(ml) The Company has complied with all applicable Laws regarding the COVID-19 pandemic, including all applicable federal, state and local Orders issued by any Authority (whether in the United States or any other jurisdiction) regarding shelters-in-place, or similar Orders in effect as of the date hereof and have taken appropriate precautions regarding its employees. As of the date hereof, all employees of the Company who are reasonably able to conduct their duties remotely are working remotely. There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company GroupCompany’s workplace.
(nm) Except as set forth on Schedule 4.20(n4.21(m), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.
Appears in 1 contract
Employees; Employment Matters. (a) Schedule 4.20(a5.22(a) sets forth a true, correct and complete and correct list of each of the five highest compensated officers or employees of the Company Group and its Subsidiaries as of the date hereofhereof (the “Key Personnel”), setting forth each such person’s the name, title, current base salary or hourly rate, rate for each such person and total compensation (including bonuses and commissions) paid to each such person for the fiscal years ended March December 31, 2022 2021 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave status2020.
(b) No member of Neither the Company Group nor any Subsidiary is a party to or subject to any collective bargaining agreement, non-competition agreement restricting the activities of the Company, or any similar labor agreement with respect to its employeesagreement, and, since March 31, 2019, and there has been no activity or proceeding Proceeding by a labor union, other labor organizations union or representative thereof to organize any employees of the Company Groupand its Subsidiaries. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge knowledge of the Company, threatened, threatened against any member of the Company Groupand its Subsidiaries, and, since March 31, 2019, no member of and the Company Group has and its Subsidiaries have not experienced any strike, material slowdown, picketing, material work stoppage or lockout by or with respect to its employees. To the Knowledge knowledge of the Company, no member of the Company Group is and its Subsidiaries are not subject to any attempt by any union or other labor organization to represent employees of the Company Group employees and its Subsidiaries as a collective bargaining agent.
(c) There are no pending or, to the Knowledge knowledge of the Company, threatened, Actions threatened claims or Proceedings against any member of the Company Group or any Subsidiary under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge knowledge of the Company, threatened, threatened before any applicable Governmental Authority relating to employees of the Company Groupor its Subsidiaries. Since March 31January 1, 20192018, the Company Group has and its Subsidiaries have not engaged in, and is are not currently contemplating, any location closing, employee layoff, or relocation activities or similar event that would trigger the WARN Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local statute, rule or regulation.
(d) The Company Group: (i) is, and its Subsidiaries are and since March 31January 1, 2019, has 2018 have been, in material compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to including sexual harassment), anti-retaliation, immigration, employee leave, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, business expenses, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31, 2019, has not been, liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31January 1, 20192018, no audits have been conducted, or are currently being conducted, or, to the Knowledge knowledge of the Company, are threatened to be conducted, conducted by any Governmental Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group or its Subsidiaries has, since March 31January 1, 20192018, brought or, to the Knowledge knowledge of the Company, threatened to bring, bring a claim for unpaid compensation, including overtime amounts.
(e) The Company Group has complied, in all material respects, with all Laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member of the Company Group currently employs, or since March 31, 2019 has employed, any individual who was not permitted to work in the jurisdiction in which such individual was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, is threatened to be conducted, in respect to any foreign workers employed by any member of the Company Group. Schedule 4.20(e) sets forth each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individual, (i) the expiration date of such visa and (ii) whether the applicable member of the Company Group has made any attempts to renew such visa.
(f) To the Knowledge knowledge of the Company, no key employee or officer of the Company Group and its Subsidiaries is a party to or is bound by any confidentiality agreement, non-competition or other restrictive covenant agreement or other contract (with any Person) that would materially interfere with: (i) the performance by such officer or key employee of any of his or her duties or responsibilities as an officer or employee of the Company Group and its Subsidiaries or (iiB) the Company’s business or operationsoperations of the Company and its Subsidiaries. No key employee or officer of the Company Group and its Subsidiaries has given written notice of their definite intent to terminate their employment with the Company or, to the Knowledge of the Company, has plans to terminate their employment with the Company Groupor any Subsidiary, nor does the Company or of its Subsidiaries have any present intention to terminate the employment of any of the foregoing.
(gf) Except as set forth on Schedule 4.20(g5.22(f), the employment of each of the employees of the Company Group Key Personnel is terminable at will without any penalty or severance obligation on the part of the Company Groupor its Subsidiaries. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company Groupand its Subsidiaries, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company GroupCompany.
(hg) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”). To the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, or its employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreement.
(i) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and its Subsidiaries and who is not treated as an employee for Tax purposes by the Company Groupand its Subsidiaries, the Company Group has and its Subsidiaries have complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan Benefit Arrangement purposes, and the Company Group does and its Subsidiaries do not have any Liability liability by reason of any individual who performs or performed services for the Company Groupor its Subsidiaries, in any capacity, being improperly excluded from participating in any PlanBenefit Arrangement. Each individual engaged by a member of the Company Group and its Subsidiaries as an independent contractor or consultant is, and since March 31January 1, 2019 2018 has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has and its Subsidiaries have not received any notice from any Governmental Authority or Person disputing such classification. Each of the employees of the Company Group and its Subsidiaries is, and since March 31January 1, 2019 2018 has been, properly classified by the Company Group and its Subsidiaries as “exempt” or “non-exempt” under applicable Law.
(jh) There is no, and since March 31January 1, 2019 2018 there has been no, written notice provided to any member of the Company Group or its Subsidiaries of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company Groupor its Subsidiaries; nor is there is any pending obligation for any member of the Company Group and its Subsidiaries under any settlement or out-of-court or pre-litigation arrangement relating to such matters normatters, nor to the Knowledge knowledge of the Company, has any such litigation, settlement or other arrangement been threatened.
(ki) Since March 31January 1, 20192018, the Company Group has and its Subsidiaries have investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence written claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group and its Subsidiaries or third-third parties who interacted with current and/or former employees of such member of the Company Groupand its Subsidiaries. With respect to each such written claim or complaint with potential merit, the Company Group has and its Subsidiaries have taken corrective action. Further, to the Knowledge of the Company, no allegations of sexual harassment have been made to any member of the Company Group or its Subsidiaries against any individual in his or her capacity as director or an employee of the Company or its Subsidiaries at a member level of manager or above. None of the Company, any Subsidiary, or any individual in his or her capacity as director or an employee of the Company Groupor any Subsidiary has, since January 1, 2018, entered into any settlement agreement relating to any allegations of workplace harassment, discrimination, retaliation, and workplace violence against any individual in his or her capacity as director or an employee of the Company or its Subsidiaries.
(lj) As of the date hereof and since March 31January 1, 20192018, there have been no audits by any Governmental Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHAOSH Laws”) against the Company Groupand its Subsidiaries. The Company Group is and its Subsidiaries are in compliance in all material respects with OSHA OSH Laws and there are no pending appeals of any Governmental Authority’s decision or fines issued in relation to OSHAOSH Laws.
(mk) There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated its Subsidiaries have complied with all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to applicable Laws regarding the COVID-19 pandemic, including all applicable federal, state and local Orders issued by any Governmental Authority regarding shelters-in-place, or similar Orders in effect as of the Company Group has date hereof, and have taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplaceappropriate precautions regarding its employees in all material respects.
(nl) Except as set forth on Schedule 4.20(n5.22(l), neither the Company Group nor any of its Subsidiaries has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.
Appears in 1 contract
Employees; Employment Matters. (a) Company Schedule 4.20(a4.21(a) sets forth a true, correct and complete and correct list of each of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s the name, title, current base salary or hourly rate, compensation rate for each such person and total compensation (including bonuses and commissions) paid to each such person for the fiscal years year ended March December 31, 2022 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave status2020.
(b) No member of Except as set forth on Company Schedule 4.21(b), the Company Group is not a party to or subject to any collective bargaining agreement agreement, or any similar labor agreement with respect to its employeesagreement, and, since March 31, 2019, and there has been no activity or proceeding by a labor union, other labor organizations union or representative thereof to organize any employees of the Company GroupCompany. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatenedthreatened against or affecting the Company, against any member and none of the Company Group, and, since March 31, 2019, no member of the Company Group has experienced any strike, material slowdown, picketing, slowdown or material work stoppage stoppage, lockout or lockout other collective labor action by or with respect to its employees. To the Knowledge of the Company, no member of the Company Group is subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent.
(c) There are no pending or, to the Knowledge of the Company, threatened, threatened Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, before any applicable Authority relating to employees of the Company Group. Since March 31, 2019, the Company Group has not engaged in, and is not currently contemplating, any location closing, employee layoff, relocation activities or similar event that would trigger the WARN Act or any similar state employee or local statute, rule or regulationother service provider thereof.
(d) The Company Group: (i) is, is and since March 31, 2019, has been, been in compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, employee leave, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurancecivil rights, safety and health, workers’ compensation, pay equity, restrictive covenants, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, business expenses, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31, 2019, has not been, liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31, 2019, no audits have been conducted, or are currently being conducted, or, to the Knowledge of the Company, are threatened to be conducted, by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31, 2019, brought or, to the Knowledge of the Company, threatened to bring, a claim for unpaid compensation, including overtime amounts.
(e) The Company Group has complied, met in all material respects, with respects all Laws requirements required by Law relating to the verification employment of identity and employment authorization of individuals employed in the United Statesforeign citizens, and no member of the Company Group does not currently employsemploy, or since March 31, 2019 has ever employed, any individual Person who was not permitted to work in the jurisdiction in which such individual Person was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, is threatened to be conducted, in respect to any foreign workers employed by any member of the Company Group. Schedule 4.20(e) sets forth each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individual, (i) the expiration date of such visa and (ii) whether the applicable member of the Company Group has made any attempts to renew such visa.
(fe) To the Knowledge of the Company, no key employee or officer of the Company Group is a party to or is bound by any confidentiality agreementCompany, non-competition or other restrictive covenant agreement or other contract (with any Person) that would materially interfere with: (i) in the performance by such officer or key employee of any ordinary course of his or her duties or responsibilities as an officer or employee of the Company Group or (ii) the Company’s business or operations. No key employee or officer of the Company Group has given written notice of their definite intent to terminate their employment with the Company or, to the Knowledge of the Companyduties, has plans breached or will breach any obligation to terminate their employment with the Company Group, nor does the Company have any present intention to terminate the employment a former employer in respect of any covenant against competition or soliciting clients or employees or servicing clients or any confidentiality or proprietary right of the foregoingany former employer.
(gf) Except as set forth on Schedule 4.20(g), the employment of each of the employees of the Company Group is terminable at will without any penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company Group, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group.
(h) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”). To the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, or its employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreement.
(i) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any Liability by reason of any individual who performs or performed services for the Company Group, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31, 2019 has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has received any notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March 31, 2019 has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable Law.
(j) There is no, and since March 31, 2019 there has been no, written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company Group; nor there is any pending obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters nor, to the Knowledge of the Company, has any such litigation, settlement or other arrangement been threatened.
(k) Since March 31, 2019, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company Group. With respect to each such claim or complaint with potential merit, the Company Group has taken corrective action. Further, to the Knowledge of the Company, no allegations of sexual harassment have been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member of the Company Groupat a level of Senior Vice President or above.
(l) As of the date hereof and since March 31, 2019, there have been no audits by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company Group. The Company Group is in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA.
(m) There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplace.
(ng) Except as set forth on Company Schedule 4.20(n4.21(g), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated herebyTransactions.
Appears in 1 contract
Employees; Employment Matters. (a) Schedule 4.20(a) sets 5.16.1 Except as set forth a complete and correct list in Section 5.16.1 of the five highest compensated officers Disclosure Schedule, no Key Employee has informed any other Key Employee of any plans to terminate his or her employment with the Company or the applicable Subsidiary of the Company as a result of the transactions contemplated hereby or otherwise within the first twelve (12) months following the Closing Date. Except as set forth in Section 5.16.1 of the Disclosure Schedule, during the three (3)-year period ending on the Closing Date, with respect to the Company and its Subsidiaries: (i) there has not been (and to the Knowledge of the Company, is not now threatened) any strike, lockout, picketing, handbilling, primary or secondary boycott, work stoppage or slowdown, or other similar labor dispute against the Company or any of its Subsidiaries; (ii) to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries has been represented by a labor union or labor organization with respect to his or her employment by the Company or any of its Subsidiaries; (iii) neither the Company nor any of its Subsidiaries has been a party to or negotiated any collective bargaining agreement, labor contract, or other Contract or understanding with any labor union or labor organization relating to employees of the Company Group as or any of its Subsidiaries; (iv) to the Knowledge of the date hereofCompany, setting forth each such person’s nameno labor organization, titlelabor union, current base salary or hourly rate, total compensation (including bonuses and commissions) for the fiscal years ended March 31, 2022 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave status.
(b) No member employee of the Company Group is a party to or any collective bargaining agreement or similar labor agreement with respect to of its employees, and, since March 31, 2019, there Subsidiaries has been no activity or proceeding by a labor union, other labor organizations or representative thereof attempted to organize any employees of the Company Group. There is or any of its Subsidiaries, (v) no labor strikeorganization, picketinglabor union, material slowdown or material work stoppage employee of the Company or lockout pending orany of its Subsidiaries has made a demand for voluntary recognition, presented the Company or any of its Subsidiaries with any petition or authorization cards seeking to have a labor organization or labor union represent any group of employees of the Company or any of its Subsidiaries, filed any representation petition with the National Labor Relations Board, or given the Company or any of its Subsidiaries notice of any election of a collective bargaining representative (nor, to the Knowledge of the Company, has any of these actions been threatened, against any member of ); (vi) neither the Company Group, and, since March 31, 2019, no member nor any of the Company Group its Subsidiaries has experienced authorized any strike, material slowdown, picketing, material work stoppage employer or lockout by multiemployer association or with respect to its employees. To the Knowledge of the Company, no member of the Company Group is subject to any attempt by any union or other labor organization to represent the Company Group employees as a or any of its Subsidiaries in collective bargaining agent.
with any labor organization or labor union; (cvii) There are no pending or, to the Knowledge grievance or arbitration proceeding arising out of the Company, threatened, Actions or under any collective bargaining agreement has been filed against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, before any applicable Authority relating to employees of the Company Group. Since March 31, 2019, the Company Group has not engaged in, and is not currently contemplating, any location closing, employee layoff, relocation activities or similar event that would trigger the WARN Act or any similar state or local statuteof its Subsidiaries, rule or regulation.
(d) The Company Group: (i) is, and since March 31, 2019, has been, in compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, employee leave, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, business expenses, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31, 2019, has not been, liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31, 2019, no audits have been conducted, or are currently being conducted, or, to the Knowledge of the Company, are threatened to be conducted, by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31, 2019, brought or, to the Knowledge of the Company, threatened to bring, a claim for unpaid compensation, including overtime amounts.
(e) The Company Group has complied, in all material respects, with all Laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member of the Company Group currently employs, or since March 31, 2019 has employed, any individual who was not permitted to work in the jurisdiction in which such individual was employed. No audit by any Authority is currently being conducted, is pending ornor, to the Knowledge of the Company, is threatened to be conducted, in respect to any foreign workers employed now threatened; (viii) no unresolved claim has been filed with or brought by any member of Governmental Authority alleging that the Company Group. Schedule 4.20(e) sets forth each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individual, (i) the expiration date of such visa and (ii) whether the applicable member of the Company Group has made any attempts to renew such visa.
(f) To the Knowledge of the Company, no key employee or officer of the Company Group is a party to or is bound by any confidentiality agreement, non-competition or other restrictive covenant agreement or other contract (with any Person) that would materially interfere with: (i) the performance by such officer or key employee of any of his its Subsidiaries has violated any Law related to employment, termination of employment, any employment policy or her duties practice, any term or responsibilities as an officer condition of employment, compensation, labor or employee of relations, equal employment opportunity, fair employment practices, discrimination, whistle-blowing, retaliation, any employee’s lawful authority to work in the Company Group United States, or employee safety or health (iicollectively, “Employment Laws”) the Company’s business or operations. No key employee or officer of the Company Group has given written notice of their definite intent to terminate their employment with the Company ornor, to the Knowledge of the Company, has plans to terminate their employment with is any now threatened; and (ix) neither the Company Groupnor any of its Subsidiaries has received any written notice that any Governmental Authority responsible for the enforcement of any Employment Law sought or intended, nor does or seeks or intends, to conduct any inspection, investigation, inquiry, audit, or compliance review pertaining to any employees of the Company have any present intention to terminate the employment of or any of the foregoingits Subsidiaries.
(g) 5.16.2 Except as set forth on Schedule 4.20(g), the employment of each in Section 5.16.2 of the employees of the Company Group is terminable at will without any penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company Group, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group.
(h) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”). To the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, or its employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreement.
Disclosure Schedule: (i) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by neither the Company Group as a consultant or an independent contractor (including nor any Person engaged through of its Subsidiaries has any arrangement Contract with such Person’s loan-out or similar company)any third party, including for each but not limited to any professional employee organization or temporary labor service, under which such Person third party provides the following: (A) name, (B) principal location Company or any of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation its Subsidiaries with the services of any employee of such third party; and (Fii) nature of services provided. With regard to within the past three (3) years, no claim has been filed with or brought by any individual who performs or performed services for Governmental Authority alleging that the Company Group and who is not treated as an employee for Tax purposes by the Company Group, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any Liability by reason of any individual who performs or performed services for the Company Group, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31, 2019 has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has received any notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March 31, 2019 has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable Law.
(j) There is no, and since March 31, 2019 there has been no, written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint of its Subsidiaries is a co-employer or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment joint employer with any third party (including sexual harassment), sexual misconduct, or wage and hour violation against the Company Group; nor there is any pending obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters nor, to the Knowledge of the Company, has any such litigation, settlement or other arrangement claim been threatenedthreatened during such period).
(k) Since March 315.16.3 The Company has made available to Buyer a true, 2019, correct and complete list of each employee of the Company Group has investigated all workplace harassment (including sexual harassment)or any of its Subsidiaries, discrimination, retaliation, and workplace violence claims identifying for each such employee: the entity or complaints reported to the appropriate Company personnel entities by which he or third-party Persons retained she is employed; his or her date(s) of hire by the Company Group or such Subsidiary; his or her position and job title; his or her current rate of compensation (including bonuses, commissions and incentive compensation, if any); whether he or she is paid an hourly wage or a weekly, monthly, or annual salary; whether he or she is treated by the Company or such Subsidiary as exempt or non-exempt; the number of his or her accrued vacation days; whether he or she is working pursuant to receive any visa and, if so, when such claims visa expires; and whether he or complaints relating she is absent from active employment and, if so, the date on which he or she became inactive and the nature of such inactive status and, if applicable, the employee’s anticipated date of return to current and/or former employees of any member active employment.
5.16.4 The Company has made available to Buyer all of the Company Group or third-parties who interacted Company’s and each of its Subsidiaries’ written employee handbooks, and all other material employment policies, programs, practices, and arrangements, and has provided Buyer with current and/or former employees a written summary of such member all of the Company Group. With respect to Company’s and each such claim or complaint with potential meritof its Subsidiaries’ material unwritten employment policies, programs, practices, and arrangements.
5.16.5 Except as set forth in Section 5.16.5 of the Company Group has taken corrective action. FurtherDisclosure Schedule, to the Knowledge of the Company, no allegations all Persons employed by the Company or any of sexual harassment have been made to any member its Subsidiaries are employees at will or otherwise employed such that the Company or the applicable Subsidiary of the Company Group against may lawfully terminate their employment at any individual in his time, for any or her capacity as director no reason, with or an employee of a member of the Company Groupwithout cause.
(l) As of the date hereof and since March 31, 2019, there have been no audits by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company Group. 5.16.6 The Company Group is and its Subsidiaries have during the past three (3) years complied in all material respects and are in compliance in all material respects with OSHA all collective bargaining agreements and there are no pending appeals of any Authority’s decision other Contracts with labor or fines issued in relation employee organizations relating to OSHA.
(m) There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company and its Subsidiaries and all applicable Employment Laws, including any provisions thereof relating to wages, hours, overtime pay, employee classification as a result exempt or non-exempt, worker classification as an employee or independent contractor, Tax reporting and withholdings, immigration, termination pay, vacation pay, fringe benefits, and collective bargaining. Neither the Company nor any of its Subsidiaries have incurred any Liability under any of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt corrective action WARN Laws that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplaceremains unsatisfied.
(n) Except as set forth on Schedule 4.20(n), 5.16.7 Neither the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with execution of this Agreement nor the consummation of the transactions contemplated herebyhereby shall cause the Company or any of its Subsidiaries to be in breach of any agreement with any employee, independent contractor or consultant or, except as provided otherwise under this Agreement, cause the Company, any of its Subsidiaries or any of their respective Affiliates to be liable to pay any severance or other amount to any employee, independent contractor or consultant of the Company or any of its Subsidiaries.
5.16.8 Section 5.16.8 of the Disclosure Schedule lists (by employer name, date and location) each employee of the Company or any of its Subsidiaries who suffered an Employment Loss with the Company or any of its Subsidiaries in the ninety (90) calendar days ending on the date hereof.
Appears in 1 contract
Samples: Stock Purchase Agreement (Prestige Brands Holdings, Inc.)
Employees; Employment Matters. (a) Schedule 4.20(a) sets forth The Company has made available to Parent or its counsel a true, correct and complete and correct list of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s namethe employee ID, location, title, current base salary or hourly rate, total compensation (including bonuses and commissions) rate for the fiscal years ended March 31, 2022 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave statuseach such person.
(b) No member of the The Company Group is not a party to any collective bargaining agreement or similar labor agreement with respect to its employees, and, since March 31, 2019, there has been no activity or proceeding by a labor union, other labor organizations or representative thereof to organize any employees of the Company Group. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened, against any member of the Company Group, and, since March 31, 2019, no member of the Company Group has experienced any strike, material slowdown, picketing, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the Company, no member of the Company Group is subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent.
(c) There are no pending or, to the Knowledge of the Company, threatened, Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, before any applicable Authority relating to employees of the Company Group. Since March 31Company.
(c) There are no pending or, 2019to the Knowledge of the Company, threatened in writing material Actions against the Company Group has not engaged in, and is not currently contemplating, under any location closing, employee layoff, relocation activities worker’s compensation policy or similar event that would trigger the WARN Act or any similar state or local statute, rule or regulationlong-term disability policy.
(d) The Company Group: (i) is, and since March 31, 2019, has been, is in compliance in all material respects with all applicable Laws relating to employment or the engagement of labor, including but not limited to all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, verification of identity and employment authorization of individuals employed in the United States, employee leave, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, whistleblower rights, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, reimbursement of business expenses, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31, 2019, has not been, liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31, 2019, no audits have been conducted, or are currently being conducted, or, to the Knowledge of the Company, are threatened to be conducted, by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31, 2019, brought or, to the Knowledge of the Company, threatened to bring, a claim for unpaid compensation, including overtime amounts.
(e) The Company Group has complied, in all material respects, with all Laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member of the Company Group currently employs, or since March 31, 2019 has employed, any individual who was not permitted to work in the jurisdiction in which such individual was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, is threatened to be conducted, in respect to any foreign workers employed by any member of the Company Group. Schedule 4.20(e4.18(e) sets forth discloses each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individual, (i) and the expiration date of such visa and (ii) whether the applicable member of the Company Group has made any attempts to renew such visa.
(f) To the Knowledge of the Company, no key employee or officer of the Company Group Key Employee is a party to or is bound by any enforceable confidentiality agreement, non-competition agreement or other restrictive covenant agreement or other contract (with any Person) that would materially interfere interferes with: (i) the performance by such officer or key employee of any Key Employee of his or her duties or responsibilities as an officer or employee of the Company Group or (ii) the Company’s business or operations. No key employee or officer of the Company Group Key Employee has given written notice of their definite his or her intent to terminate their his or her employment with the Company or, to the Knowledge of the Company, nor has plans to terminate their employment with the Company Group, nor does the Company have any provided written notice of its present intention to terminate the employment of any of the foregoing.
(g) Except as set forth on Schedule 4.20(gSince January 4, 2023 (inception), the employment of each of the employees of the Company Group is terminable at will without any penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company Group, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group.
(h) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development not received written notice of any material Intellectual Property on behalf claim or litigation relating to an allegation of discrimination, retaliation, harassment (including sexual harassment), or sexual misconduct; nor is there any outstanding obligation for the Company Group or under any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”). To settlement relating to such matters and to the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, or its employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreement.
(i) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any Liability by reason of any individual who performs or performed services for the Company Group, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31, 2019 has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has received any notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March 31, 2019 has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable Law.
(j) There is no, and since March 31, 2019 there has been no, written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company Group; nor there is any pending obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters nor, to the Knowledge of the Company, has any such litigation, settlement or other arrangement been threatenedthreatened in writing.
(k) Since March 31, 2019, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company Group. With respect to each such claim or complaint with potential merit, the Company Group has taken corrective action. Further, to the Knowledge of the Company, no allegations of sexual harassment have been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member of the Company Group.
(l) As of the date hereof and since March 31, 2019, there have been no audits by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company Group. The Company Group is in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA.
(m) There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplace.
(n) Except as set forth on Schedule 4.20(n), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.
Appears in 1 contract
Employees; Employment Matters. (a) Schedule 4.20(a) sets forth a correct and complete and correct list of each of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s the name, title, current base salary or hourly rate, rate for each such person and total compensation (including bonuses and commissions) paid to each such person for the fiscal years ended March December 31, 2022 2020 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave status2019.
(b) No member of the The Company Group is not a party to any collective bargaining agreement or similar labor agreement with respect to its employeesagreement, and, since March 31January 1, 20192018, there has been no activity or proceeding by a labor union, other labor organizations union or representative thereof to organize any employees of the Company Group. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened, threatened against any member of the Company Group, and, since March 31January 1, 20192018, no member of the Company Group has not experienced any strike, material slowdown, picketing, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the Company, no member of the Company Group is not subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent.
(c) There are no pending or, to the Knowledge of the Company, threatened, threatened Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, threatened before any applicable Authority relating to employees of the Company Group. Since March 31January 1, 20192018, the Company Group has not engaged in, and is not currently contemplating, any location closing, employee layoff, or relocation activities or similar event that would trigger the WARN Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local statute, rule or regulation.
(d) The Company Group: (i) Group is, and since March 31January 1, 2019, 2018 has been, in material compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, employee leaveleaves, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, business expenses, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31, 2019, has not been, liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31January 1, 20192018, no audits have been conducted, or are currently being conducted, or, to the Knowledge of the Company, are threatened to be conducted, conducted by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31, 2019, brought or, to the Knowledge of the Company, threatened to bring, a claim for unpaid compensation, including overtime amounts.
(e) The Company Group has complied, in all material respects, with all Laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member none of the Company Group currently employs, or since March 31January 1, 2019 2018 has employed, any individual Person who was not permitted to work in the jurisdiction in which such individual Person was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, is threatened to be conducted, conducted in respect to any foreign workers employed by any member of the Company Group. Schedule 4.20(e4.20(d) sets forth discloses in respect to each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individualvisa, (i) the expiration date of such visa and (ii) whether the applicable member of the Company Group has made any attempts to renew such visa. No employee of the Company Group has, since January 1, 2018, brought or, to the Knowledge of the Company, threatened to bring a claim for unpaid compensation, including overtime amounts.
(fe) To the Knowledge of the Company, no key employee or officer of the Company Group is a party to or is bound by any confidentiality agreement, non-competition or other restrictive covenant agreement or other contract (with any Person) that would materially interfere with: (iA) the performance by such officer or key employee of any of his or her duties or responsibilities as an officer or employee of the Company Group or (iiB) the Company’s business or operations. No key employee or officer of the Company Group has given written notice of their definite intent to terminate their employment with the Company or, to the Knowledge of the Company, has plans to terminate their employment with the Company Group, nor does the Company have any present intention to terminate the employment of any of the foregoing.
(gf) Except as set forth on Schedule 4.20(g4.20(f), the employment of each of the key employees of the Company Group is terminable at will without any penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company Group, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group.
(hg) Each Except as set forth on Schedule 4.20(g), each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”)agreement. To the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, his or its her employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreementproprietary information and inventions agreement.
(ih) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any Liability by reason of any individual who performs or performed services for the Company Group, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31January 1, 2019 2018 has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has not received any notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March 31January 1, 2019 2018 has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable LawLaws.
(ji) There is no, and since March 31January 1, 2019 2018 there has been no, written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company Group; nor there is any pending obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters nor, or (iii) nor to the Knowledge of the Company, has any such litigation, settlement or other arrangement been threatened.
(kj) Since March 31January 1, 20192018, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence written claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company Group. With respect to each such written claim or complaint with potential merit, the Company Group has taken corrective action. Further, to the Knowledge knowledge of the Company, no allegations of sexual harassment have been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member of the Company GroupGroup at a level of vice president or above.
(lk) As of the date hereof and since March 31January 1, 20192018, there have been no audits by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company Group. The Company Group is in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA.
(ml) The Company Group has complied with all applicable Laws regarding the COVID-19 pandemic, including all applicable federal, state and local Orders issued by any Authority (whether in the United States or any other jurisdiction) regarding shelters-in-place, or similar Orders in effect as of the date hereof and have taken appropriate precautions regarding its employees. As of the date hereof, all employees of the Company Group who are reasonably able to conduct their duties remotely are working remotely. There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplace.
(nm) Except as set forth on Schedule 4.20(n4.20(m), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Global Consumer Acquisition Corp)
Employees; Employment Matters. (a) Schedule 4.20(a) sets forth a true, correct and complete and correct list of each of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s the name, title, current base salary or hourly rate, rate for each such person and total compensation (including bonuses and commissions) paid to each such person for the fiscal years six (6) month period ended March 31June 30, 2022 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave status2022.
(b) No member of the The Company Group is not a party to any collective bargaining agreement or similar labor agreement with respect to its employeesagreement, andand since January 21, since March 31, 20192022, there has been no activity or proceeding by a labor union, other labor organizations union or representative thereof to organize any employees of the Company Group. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened, threatened against any member of the Company Group, and, since March 31January 21, 20192022, no member of the Company Group has not experienced any strike, material slowdown, picketing, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the Company, no member of the Company Group is not subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent.
(c) There are no pending or, to the Knowledge of the Company, threatened, threatened material Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are is no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, threatened before any applicable Authority relating to employees of the Company Group. Since March 31Except as set forth on Schedule 4.20(c), 2019since January 21, 2022, the Company Group has not engaged in, and is not currently contemplating, any location closing, employee layoff, or relocation activities or similar event that would reasonably be expected to trigger the WARN Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local statute, rule or regulation.
(d) The Company Group: (i) Group is, and since March 31January 21, 2019, 2022 has been, in material compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, employee leaveleaves, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, business expenses, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31, 2019, has not been, liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31January 21, 20192022, no audits have been conducted, or are currently being conducted, or, to the Knowledge of the Company, are threatened to be conducted, conducted by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31, 2019, brought or, to the Knowledge of the Company, threatened to bring, a claim for unpaid compensation, including overtime amounts.
(e) The Company Group has complied, in all material respects, with all Laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member none of the Company Group currently employs, or since March 31January 21, 2019 2022 has employed, any individual Person who was not permitted to work in the jurisdiction in which such individual Person was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, is threatened to be conducted, conducted in respect to any foreign workers employed by any member of the Company Group. Except as set forth on Schedule 4.20(e) sets forth each individual who is employed by any member 4.14, no employee of the Company Group pursuant has, since January 21, 2022, brought or, to a visa and, with respect to each such individual, (i) the expiration date of such visa and (ii) whether the applicable member Knowledge of the Company Group has made any attempts Company, threatened to renew such visabring a claim that remains pending for unpaid compensation, including overtime amounts.
(fe) To the Knowledge of the Company, no key employee or officer of the Company Group is a party to or is bound by any confidentiality agreement, non-competition or other restrictive covenant agreement or other contract (with any Person) that would materially interfere with: (i) with the performance by such officer or key employee of any of his or her duties or responsibilities as an officer or employee of the Company Group or (ii) Group. To the Knowledge of the Company’s business or operations. No , no key employee or officer of the Company Group has given written notice of their definite intent to terminate their employment with the Company or, to the Knowledge of the Company, has plans to terminate their employment with the Company Group, nor does the Company have any present intention to terminate the employment of any of the foregoing.
(gf) Except as set forth on Schedule 4.20(g4.20(f), the employment of each of the key employees of the Company Group is terminable at will without any penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company Group, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group.
(hg) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”)agreement. To the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereofthereof in any material respect. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company GroupGroup or that are otherwise immaterial, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, his or its her employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreementproprietary information and inventions agreement.
(ih) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any material Liability by reason of any individual who performs or performed services for the Company Group, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31January 21, 2019 2022 has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has not received any notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March 31, 2019 has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable Law.
(ji) There Except as set forth on Schedule 4.14, there is no, and since March 31January 21, 2019 2022 there has been no, written notice provided to any member of the Company Group of any pending or, to the Knowledge of the Company, threatened claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company GroupGroup that remains pending; nor there is any pending obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters nor, to matters.
(j) To the Knowledge of the Company, has any such litigationsince January 21, settlement or other arrangement been threatened.
(k) Since March 31, 20192022, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence written claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company Group. With respect to each such written claim or complaint with potential merit, the Company Group has taken corrective action. Further, to the Knowledge of the Company, since January 21, 2022 no allegations of sexual harassment have been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member executive officer of the Company Group.
(k) The Company Group has complied in all material respects with all applicable Laws regarding the COVID-19 pandemic, including all applicable federal, state and local Orders issued by any Authority (whether in the United States or any other jurisdiction) regarding shelters-in-place, or similar Orders in effect as of the date hereof and have taken appropriate precautions regarding its employees. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each material occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt corrective action that is reasonably calculated to prevent the spread of COVID-19 within the Company Group’s workplace.
(l) As To the Knowledge of the Company as of the date hereof and since March 31January 21, 20192022, there have been no material audits by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company Group. The Company Group is in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA.
(m) There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplace.
(n) Except as set forth on Schedule 4.20(n4.20(m), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.
Appears in 1 contract
Employees; Employment Matters. (a) Schedule 4.20(a) sets forth a complete and correct list of each of the five (5) highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s the name, title, current base salary or hourly rate, rate for each such person and total compensation (including bonuses and commissions) paid to each such person for the fiscal years ended March December 31, 2022 2021 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave status2020.
(b) No member of the The Company Group is not a party to any collective bargaining agreement or similar labor agreement with respect to its employeesagreement, and, since March 31January 14, 2019, there has been no activity or proceeding by a labor union, other labor organizations union or representative thereof to organize any employees of the Company Group. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened, threatened against any member of the Company Group, and, since March 31January 14, 2019, no member of the Company Group has not experienced any strike, material slowdown, picketing, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the Company, no member of the Company Group is not subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent.
(c) There are no pending or, to the Knowledge of the Company, threatened, threatened Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paidother than routine claims for benefits. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, threatened before any applicable Authority relating to employees of the Company Group. Since March 31January 14, 2019, the Company Group has not engaged in, and is not currently contemplating, any location closing, employee layoff, or relocation activities or similar event that would trigger the WARN Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local statute, rule or regulationregulation (collectively, the “WARN Act”).
(d) The Company Group: (i) Group is, and since March 31January 14, 2019, 2019 has been, in material compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, employee leave, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, and business expenses, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31, 2019, has not been, liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31January 14, 2019, no audits have been conducted, or are currently being conducted, or, to the Knowledge of the Company, are threatened to be conducted, conducted by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31January 14, 2019, brought or, to the Knowledge of the Company, threatened to bring, bring a claim for unpaid compensation, including overtime amounts.
(e) The Company Group has complied, in all material respects, with all Laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member none of the Company Group currently employs, or since March 31January 14, 2019 has employed, any individual Person who was not permitted to work in the jurisdiction in which such individual Person was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, is threatened to be conducted, conducted in respect to any foreign workers employed by any member of the Company Group. Schedule 4.20(e) sets forth with respect to each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individualvisa, (i) the expiration date of such visa and (ii) whether the applicable member of the Company Group has made any attempts to renew such visa.
(f) To the Knowledge of the Company, no key employee Key Personnel or officer of the Company Group is a party to or is bound by any confidentiality agreement, non-competition or other restrictive covenant agreement or other contract (with any Person) that would materially interfere with: (i) the performance by such officer or key employee Key Personnel of any of his or her duties or responsibilities as an officer or employee of the Company Group or (ii) the Company’s business or operations. No key employee Key Personnel or officer of the Company Group has given written notice of their definite intent to terminate their employment with the Company or, to the Knowledge of the Company, has plans to terminate their employment with the Company Group, nor does the Company have any present intention to terminate the employment of any of the foregoing.
(g) Except as set forth on Schedule 4.20(g), the employment of each of the employees of the Company Group Key Personnel is terminable at will without any penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company Group, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group.
(h) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an the “IP Assignment AgreementAgreements”). To the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, his or its her employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreement.
(i) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any Liability liability by reason of any individual who performs or performed services for the Company Group, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31January 14, 2019 has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has not received any written notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March 31January 14, 2019 has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable Law.
(j) There is no, and since March 31January 14, 2019 there has been no, written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company Group; nor is there is any pending obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters matters; nor, to the Knowledge of the Company, has any such litigation, settlement or other arrangement been threatened.
(k) Since March 31January 14, 2019, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence written claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company Group. With respect to each such written claim or complaint with potential merit, the Company Group has taken corrective action. Further, to the Knowledge of the Company, no allegations of sexual harassment have been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member of the Company GroupGroup at a c-level executive or above.
(l) As of the date hereof and since March 31January 14, 2019, there have been no audits by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company Group. The Company Group is in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA.
(m) The Company Group has complied in all material respects with all applicable Laws regarding the COVID-19 pandemic, including all applicable federal, state and local Orders issued by any Authority (whether in the United States or any other jurisdiction) regarding shelters-in-place, or similar Orders in effect as of the date hereof and have taken appropriate precautions regarding its employees. There have been no, and there are no pending or anticipated anticipated, layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplace.
(n) Except as set forth on Schedule 4.20(n), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.
Appears in 1 contract
Employees; Employment Matters. (a) Schedule 4.20(a) sets forth The Company has made available to Parent or its counsel a true, correct and complete and correct list of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s namethe employee location, title, current base salary or hourly raterate for each such person, bonus or other incentive compensation opportunity, total compensation (including bonuses and commissions) paid to each such person for the fiscal years ended March December 31, 2022 2023 and 20212022, employerif applicable, hire date, status as exempt or non-exempt from overtime Lawsstatus under applicable laws, accrued paid time off or vacation, hire date, and leave status.
(b) No member The Company has made available to Parent or its counsel a true, correct and complete list of each of the independent contractors or consultants of the Company as of the date hereof, setting forth the name, principal location, engagement or start date, compensation structure, average monthly hours worked and nature of services provided.
(c) The Company Group is not a party to any collective bargaining agreement or similar labor agreement with respect to its employeesany employees of the Company, and, since March 31June 1, 20192021, to the Knowledge of the Company, there has been no activity or proceeding by a labor union, union or other labor organizations or representative thereof of employees of the Company Group seeking to organize or represent any employees of the Company Group. There is no labor strike, picketingslowdown, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened, threatened against any member of the Company Group, and, since March 31June 1, 20192021, no member of the Company Group has not experienced any strike, material slowdown, picketing, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the Company, no member of the Company Group is subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent.
(c) There are no pending or, to the Knowledge of the Company, threatened, Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no no, and for the past three (3) years has not been any, unfair labor practice charge charge, dispute, litigation, audit, investigation or complaint pending or, to the Knowledge of the Company, threatened, before any applicable Authority relating to employees of the Company.
(d) There are no pending or, to the Knowledge of the Company, threatened Actions against the Company Group. Group under any worker’s compensation policy or long-term disability policy.
(e) Since March 31June 1, 20192021, the Company Group has not implemented any “mass layoff” or “plant closing” or engaged inin any other layoffs or employee reductions that resulted in obligations under the Workers’ Adjustment Retraining and Notification Act of 1988, and is not currently contemplatingas amended, any location closing, employee layoff, relocation activities or similar event that would trigger the WARN Act or any similar state or local statute, rule or regulationregulation relating to plant closings and layoffs (collectively, the “WARN Act”). There is no ongoing or contemplated location closing, employee layoff, or relocation activities that would trigger notice or any other requirements under the WARN Act.
(df) The Company Group: Group is, and for the past six (6) years (i) is, and since March 31, 2019, has been, in compliance in all material respects with all applicable Laws relating to employment or the engagement of labor, including but not limited to all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, verification of identity and employment authorization of individuals employed in the United States, employee leave, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, COVID-19, workers’ compensation, pay equity, restrictive covenants, whistleblower rights, child labor, whistleblower rights, classification of employees and independent contractors, classification of employees as exempt or non-exempt, meal and rest breaks, reimbursement of business expenses, and the collection and payment of withholding or social security Taxes; . Each individual currently engaged by the Company as an independent contractor is, and for the past three (ii3) is not andyears has been correctly classified by the Company as an independent contractor, since March 31, 2019, and the Company has not been, liable for received any arrears of wages notice from any Authority or any Taxes or any penalty for failure to comply with any Person disputing such classification. Each of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business is, and consistent with past practice for the current payroll periodpast three (3) years has been, correctly classified by the Company as “exempt” or “non-exempt” under applicable Law, and the Company has not received any notice from any Authority or Person disputing such classification.
(g) Except as set forth on Schedule 4.18(g)(i), all employees of Company Group have executed the Company Group’s (as applicable) standard employment agreement and standard restrictive covenants agreement. Except as set forth on Schedule 4.18(g)(ii), no Company Group employee is or was engaged by the Company Group without a written contract or did not execute an agreement concerning intellectual property, confidentiality, non-solicitation and non-competition. The Company has delivered to Parent: (i) accurate and complete copies of all employee manuals and handbooks, all Company Group employment policies and guidelines with regard to the engagement of the Company Group’s employees and Contractors; and (ivii) is not and, since March 31, 2019, has not been, party to or bound by any consent decree accurate and complete copies of all the employment agreements with or citation by any Authority relating to employees or employment practices. Since March 31, 2019, no audits have been conducted, or are currently being conducted, or, to the Knowledge of the Company, are threatened to be conducted, by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31, 2019, brought or, to the Knowledge of the Company, threatened to bring, a claim for unpaid compensation, including overtime amountsGroup’s Key Employees.
(eh) The Company Group has complied, complied in all material respects, respects with all Laws laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member of the Company Group currently employs, or since March 31, 2019 has employed, any individual who was not permitted to work in the jurisdiction in which such individual was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, or is threatened to be conducted, in respect to any foreign workers employed by any member of the Company Group. Schedule 4.20(e) sets forth each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individual, (i) the expiration date of such visa and (ii) whether the applicable member of the Company Group has made any attempts to renew such visa.
(fi) To the Knowledge of the Company, no key employee or officer of the Company Group Key Employee is a party to or is bound by any confidentiality agreement, non-competition agreement or other restrictive covenant agreement or other contract (with any Person) that would materially interfere interferes with: (i) the performance by such officer or key employee of any Key Employee of his or her duties or responsibilities as an officer or employee of the Company Group or (ii) the CompanyCompany Group’s business or operations. No key employee or officer of the Company Group Key Employee has given written notice of their definite his or her intent to terminate their employment with the Company or, to the Knowledge of the Company, has plans to terminate their his or her employment with the Company Group, nor does has the Company have any Group provided notice of its present intention to terminate the employment of any of the foregoingKey Employee.
(gj) Except as set forth on Schedule 4.20(g)In the past three (3) years, the employment of each of the employees of the Company Group is terminable at will without any penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees has not received notice of any member claim or litigation relating to an allegation of the Company Groupdiscrimination, and all fees owing to retaliation, harassment (including sexual harassment), or sexual misconduct; nor is there any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group.
(h) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of outstanding obligation for the Company Group who has contributed under any settlement relating to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”). To such matters and to the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, or its employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreement.
(i) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any Liability by reason of any individual who performs or performed services for the Company Group, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31, 2019 has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has received any notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March 31, 2019 has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable Law.
(j) There is no, and since March 31, 2019 there has been no, written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company Group; nor there is any pending obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters nor, to the Knowledge of the Company, has any such litigation, settlement or other arrangement been threatened.
(k) Since March 31, 2019, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company Group. With respect to each such claim or complaint with potential merit, the Company Group has taken corrective action. Further, to To the Knowledge of the Company, no allegations of sexual harassment have been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member of the Company GroupCompany.
(lk) As of the date hereof and since March 31, 2019in the past three (3) years, there have been no material audits of the Company Group by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company Group. The , nor have there been any related charges, fines, or penalties.
(l) All reasonably anticipated obligations of the Company Group is with respect to employees of the Company Group (except for those related to wages during the pay period immediately prior to the Closing Date and arising in compliance in all material respects the ordinary course of business consistent with OSHA and there are no pending appeals past practices), whether arising by operation of any Authority’s decision Law, or fines issued in relation by contract, have been or will be paid by the Company or accrued on the Company Financial Statements prior to OSHAthe Closing Date.
(m) There Solely with respect to employees who reside or work in Israel or to whom Israeli law applies (“Israeli Employees”): (i) the Company Group has not nor is subject to, and no Israeli Employee of the Company Group benefits from, any extension order (tzavei harchava) (other than extension orders applicable to all employees in Israel); (ii) the Company Group’s obligations to provide statutory severance pay to its Israeli Employees pursuant to the Severance Pay Law, 5723-1963 (including Section 14 Arrangements), vacation pursuant to the Israeli Annual Leave Law, 5711-1951, and contributions to any funds, including all pension arrangements and any personal employment agreement, have been nosatisfied in all material respects or have been fully funded by contributions to appropriate funds (other than routine payments, deductions or withholdings to be timely made in the normal course of business and there consistent with past practice) or if not required to be fully funded under any source are no pending or anticipated layoffsfully accrued in the Company’s financial statements; and (iii) the Company Group are and have been in the last three years in compliance with all applicable Law, leaves of absence or terminations regulations, Permits and Contracts relating to employees and employment issues and other compensation matters and terms and conditions of employment related to its Israeli Employees in respect to all material respects. The Company Group have not engaged any Israeli Employees whose employment would require special licenses, permits or approvals from any Authority. “Israeli Employee” shall not include any consultant, sub-contractor, freelancer, sales agent or other independent contractor of Company Group (“Contractor”). The Section 14 Arrangement was properly applied in accordance with the terms of the general permit issued by the Israeli Labor Minister regarding all former and current employees of the Company Group based on their full determining salaries and from their commencement date of employment. All amounts that the Company Group are legally or contractually required either (x) to deduct from their Israeli Employees’ salaries and any other compensation of benefit or to transfer to such Israeli Employees’ Plans, including pension or provident, life insurance, incapacity insurance, continuing education fund, managers’ insurance, severance fund or other similar funds or (y) to withhold from their Israeli Employees’ salaries and any other compensation or benefits and to pay to any Authority as a result required by any applicable Law or otherwise have, in each case, been duly deducted, transferred, withheld and paid (other than routine payments, deductions or withholdings to be timely made in the normal course of the COVID-19 pandemicbusiness and consistent with past practice). The Company Group has promptly do not have any outstanding obligations to make any such deduction, transfer, withholding or payment (other than routine payments, deductions or withholdings to be timely made in the ordinary course of business and thoroughly investigated all occupational safety consistent with past practice), and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to knowledge of the COVID-19 pandemic, the Company Group has taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplace.
(n) Except as set forth on Schedule 4.20(n)Company, the Company Group has not paid or promised engaged any Contractors who, according to Israeli Law, would be entitled to the rights of an employee vis-à-vis the Company Group, including rights to severance pay, vacation, recuperation pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby(dmei havraa) and other employee-related statutory benefits.
Appears in 1 contract
Employees; Employment Matters. (a) Schedule 4.20(a) sets forth a complete and correct list of each of the five (5) highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s the name, title, current base salary or hourly rate, rate for each such person and total compensation (including bonuses and commissions) paid to each such person for the fiscal years ended March December 31, 2022 2020 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave status2019.
(b) No member of the The Company Group is not a party to any collective bargaining agreement or similar labor agreement with respect to its employeesagreement, and, since March 31January 2, 2019, there has been no activity or proceeding by a labor union, other labor organizations union or representative thereof to organize any employees of the Company Group. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened, threatened against any member of the Company Group, and, since March 31January 2, 2019, no member of the Company Group has not experienced any strike, material slowdown, picketing, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the Company, no member of the Company Group is not subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent.
(c) There are no pending or, to the Knowledge of the Company, threatened, threatened Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, threatened before any applicable Authority relating to employees of the Company Group. Since March 31January 2, 2019, the Company Group has not engaged in, and is not currently contemplating, any location closing, employee layoff, or relocation activities or similar event that would trigger the WARN Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local statute, rule or regulationregulation (collectively, the “WARN Act”).
(d) The Company Group: (i) Group is, and since March 31January 2, 2019, 2019 has been, in material compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, employee leave, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, business expenses, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31, 2019, has not been, liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31January 2, 2019, no audits have been conducted, or are currently being conducted, or, to the Knowledge of the Company, are threatened to be conducted, conducted by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31January 2, 2019, brought or, to the Knowledge of the Company, threatened to bring, bring a claim for unpaid compensation, including overtime amounts.
(e) The Company Group has complied, in all material respects, with all Laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member none of the Company Group currently employs, or since March 31January 2, 2019 has employed, any individual Person who was not permitted to work in the jurisdiction in which such individual Person was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, is threatened to be conducted, conducted in respect to any foreign workers employed by any member of the Company Group. Schedule 4.20(e) sets forth with respect to each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individualvisa, (i) the expiration date of such visa and (ii) whether the applicable member of the Company Group has made any attempts to renew such visa.
(f) To the Knowledge of the Company, no key employee or officer of the Company Group is a party to or is bound by any confidentiality agreement, non-competition or other restrictive covenant agreement or other contract (with any Person) that would materially interfere with: (i) the performance by such officer or key employee of any of his or her duties or responsibilities as an officer or employee of the Company Group or (ii) the Company’s business or operations. No key employee or officer of the Company Group has given written notice of their definite intent to terminate their employment with the Company or, to the Knowledge of the Company, has plans to terminate their employment with the Company Group, nor does the Company have any present intention to terminate the employment of any of the foregoing.
(g) Except as set forth on Schedule 4.20(g), the employment of each of the key employees of the Company Group is terminable at will without any penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company Group, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group.
(h) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an the “IP Assignment AgreementAgreements”). To the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, his or its her employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreement. The IP Assignment Agreements of each current and/or former PRC employee and/or officer, and where appropriate, each independent PRC contractor and/or consultant, of the Company Group (the “PRC IP Assignment Agreements”) are set forth on Schedule 4.20(h).
(i) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any Liability by reason of any individual who performs or performed services for the Company Group, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31January 2, 2019 has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has not received any notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March 31January 2, 2019 has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable Law.
(j) There is no, and since March 31January 2, 2019 there has been no, written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company Group; nor there is any pending obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters nor, or (iii) nor to the Knowledge of the Company, has any such litigation, settlement or other arrangement been threatened.
(k) Since March 31January 2, 2019, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence written claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company Group. With respect to each such written claim or complaint with potential merit, the Company Group has taken corrective action. Further, to the Knowledge of the Company, no allegations of sexual harassment have been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member of the Company GroupGroup at a level of Senior Vice President/insert lowest level manager level or above.
(l) As of the date hereof and since March 31January 2, 2019, there have been no audits by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company Group. The Company Group is in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA.
(m) The Company Group has complied with all applicable Laws regarding the COVID-19 pandemic, including all applicable federal, state and local Orders issued by any Authority (whether in the United States or any other jurisdiction) regarding shelters-in-place, or similar Orders in effect as of the date hereof and have taken appropriate precautions regarding its employees. As of the date hereof, all employees of the Company Group who are reasonably able to conduct their duties remotely are working remotely. There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplace.
(n) Except as set forth on Schedule 4.20(n), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Abri SPAC I, Inc.)
Employees; Employment Matters. (a) Schedule 4.20(a) sets forth a correct and complete and correct list of each of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s the name, title, current base salary or hourly rate, rate for each such person and total compensation (including bonuses and commissions) paid to each such person for the fiscal years ended March 31February 28, 2022 2021 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave status2020.
(b) No member of the The Company Group is not a party to any collective bargaining agreement or similar labor agreement with respect to its employeesagreement, and, since March October 31, 20192018, there has been no activity or proceeding by a labor union, other labor organizations union or representative thereof to organize any employees of the Company Group. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened, threatened against any member of the Company Group, and, since March October 31, 20192018, no member of the Company Group has not experienced any strike, material slowdown, picketing, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the Company, no member of the Company Group is not subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent.
(c) There are no pending or, to the Knowledge of the Company, threatened, threatened Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, threatened before any applicable Authority relating to employees of the Company Group. Since March October 31, 20192018, the Company Group has not engaged in, and is not currently contemplating, any location closing, employee layoff, or relocation activities or similar event that would trigger the WARN Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local statute, rule or regulation.
(d) The Company Group: (i) Group is, and since March October 31, 2019, 2018 has been, in compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to including sexual harassment), anti-retaliation, immigration, employee leaveleaves, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, business expenses, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March . Since October 31, 2019, has not been, liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31, 20192018, no audits have been conducted, or are currently being conducted, or, to the Knowledge of the Company, are threatened to be conducted, conducted by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31, 2019, brought or, to the Knowledge of the Company, threatened to bring, a claim for unpaid compensation, including overtime amounts.
(e) The Company Group has complied, in all material respects, with all Laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member none of the Company Group currently employs, or since March October 31, 2019 2018 has employed, any individual Person who was not permitted to work in the jurisdiction in which such individual Person was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, is threatened to be conducted, conducted in respect to any foreign workers employed by any member of the Company Group. Schedule 4.20(e4.20(d) sets forth discloses in respect to each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individualvisa, (i) the expiration date of such visa and (ii) whether the applicable member of the Company Group has made any attempts to renew such visa. No employee of the Company Group has, since October 31, 2018, brought or, to the Knowledge of the Company, threatened to bring a claim for unpaid compensation, including overtime amounts.
(fe) To the Knowledge of the Company, no key employee or officer of the Company Group is a party to or is bound by any confidentiality agreement, non-competition or other restrictive covenant agreement or other contract (with any Person) that would materially interfere with: (iA) the performance by such officer or key employee of any of his or her duties or responsibilities as an officer or employee of the Company Group or (iiB) the Company’s business or operations. No key employee or officer of the Company Group has given written notice of their definite intent to terminate their employment with the Company or, to the Knowledge of the Company, has plans to terminate their employment with the Company Group, nor does the Company have any present intention to terminate the employment of any of the foregoing.
(gf) Except as set forth on Schedule 4.20(g4.20(f), the employment of each of the key employees of the Company Group is terminable at will without any penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company Group, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group.
(hg) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or or inventions agreement or similar agreement (each, an “IP Assignment Agreement”)agreement. To the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, his or its her employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions (if any) pursuant to such employee, officer or consultant’s IP Assignment Agreementproprietary information and inventions agreement.
(ih) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any Liability material liability by reason of any individual who performs or performed services for the Company Group, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group as an independent contractor or consultant is, and since March October 31, 2019 2018 has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has not received any notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March October 31, 2019 2018 has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable Law.
(ji) There is no, and since March October 31, 2019 2018 there has been no, written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company Group; nor there is any pending obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters normatters; or, nor to the Knowledge of the Company, has any such litigation, settlement or other arrangement been threatened.
(kj) Since March October 31, 20192018, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence written claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or or former employees of any member of the Company Group or third-parties who interacted with current and/or or former employees of such member of the Company Group. With respect to each such written claim or complaint with potential merit, the Company Group has taken corrective action. Further, to the Knowledge of the Company, no allegations of sexual harassment have been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member of the Company Group.
(lk) As Except as set forth on Schedule 4.20(k), as of the date hereof and since March October 31, 20192018, there have been no audits by any Authority, nor have there been any charges, fines, or penalties, including those pending or or, to the Knowledge of the Company, threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company Group. The Company Group is in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA.
(ml) The Company Group has complied in all material respects with all applicable Laws regarding the COVID-19 pandemic, including all applicable federal, state and local Orders issued by any Authority (whether in the United States or any other jurisdiction) regarding shelters-in-place, or similar Orders in effect as of the date hereof. There have been no, and there are no pending or or, to the Knowledge of the Company, anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemicpandemic (if any), the Company Group has taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplace.
(nm) Except as set forth on Schedule 4.20(n4.20(m), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Global Consumer Acquisition Corp)
Employees; Employment Matters. (a) Schedule 4.20(a) sets forth The Company has made available to Parent or its counsel a true, correct and complete and correct list of each of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s namethe employee ID, title, current base salary or hourly rate, rate for each such person and total compensation (including bonuses and commissions) paid to each such person for the fiscal years ended March December 31, 2022 2020 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave status2019.
(b) No member of the The Company Group is not a party to any collective bargaining agreement or similar labor agreement with respect to its employeesagreement, and, since March 31January 1, 2019, to the Knowledge of the Company, there has been no activity or proceeding by a labor union, other labor organizations union or representative thereof to organize any employees of the Company GroupCompany. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened, threatened against any member of the Company GroupCompany, and, since March 31January 1, 2019, no member of the Company Group has not experienced any strike, material slowdown, picketing, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the Company, no member of the Company Group is not subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent.
(c) There are no pending or, to the Knowledge of the Company, threatened, threatened Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, threatened before any applicable Authority relating to employees of the Company GroupCompany. Since March 31January 1, 2019, the Company Group has not engaged inbeen in compliance in all material respects with notice and other requirements under the Workers’ Adjustment Retraining and Notification Act of 1988, and is not currently contemplatingas amended, any location closing, employee layoff, relocation activities or similar event that would trigger the WARN Act or any similar state or local statute, rule or regulationregulation relating to plant closings and layoffs (collectively, the “WARN Act”). There is no ongoing or contemplated location closing, employee layoff, or relocation activities that would trigger notice or any other requirements under the WARN Act.
(d) The Company Group: (i) is, and since March 31January 1, 2019, 2019 has been, in compliance in all material respects with all applicable Laws relating to employment of laboremployment, including all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, verification of identity and employment authorization of individuals employed in the United States, employee leave, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, whistleblower rights, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, reimbursement of business expenses, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31, 2019, has not been, liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31, 2019, no No audits have been conducted, or are currently being conducted, have been conducted since January 1, 2019, or, to the Knowledge of the Company, are threatened to be conducted, conducted by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31January 1, 2019, brought or, to the Knowledge of the Company, threatened to bring, bring a claim for earned but unpaid compensation, including overtime amountscompensation against the Company.
(e) The Company Group has complied, in all material respects, with all Laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member of the Company Group currently employs, or since March 31, 2019 has employed, any individual who was not permitted to work in the jurisdiction in which such individual was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, is threatened to be conducted, Schedule 4.17(e) discloses in respect to any foreign workers employed by any member of the Company Group. Schedule 4.20(e) sets forth each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individual, (i) and the expiration date of such visa and (ii) whether the applicable member of the Company Group has made any attempts to renew such visa.
(f) To the Knowledge of the Company, no key employee Key Employee or officer of the Company Group is a party to or is bound by any enforceable confidentiality agreement, non-competition agreement or other restrictive covenant agreement or other contract (with any Person) that would materially interfere interferes with: (i) the performance by such officer or key employee of any Key Employee of his or her duties or responsibilities as an officer or employee of the Company Group or (ii) the Company’s business or operations. No key employee Key Employee or officer of the Company Group has given written notice of their definite intent to terminate their employment with the Company or, to the Knowledge of the Company, nor has plans to terminate their employment with the Company Group, nor does the Company have any provided written notice of its present intention to terminate the employment of any of the foregoing.
(g) Except as set forth on Schedule 4.20(g), the employment of each of the employees of the The Company Group is terminable at will without any penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company Group, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group.
(h) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”). To the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, or its employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreement.
(i) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and to the Knowledge of the Company, the Company Group does not have any Liability liability by reason of any individual who performs or performed services for the Company GroupCompany, in any capacity, being improperly excluded from participating in any Plan. Each individual currently engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31, 2019 has been, been properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has not received any notice from any Authority or Person disputing such classification. Each of the current employees of the Company Group is, and since March 31, 2019 has been, properly classified by the Company Group as “exempt” or could not reasonably be deemed to be misclassified by the Company as “non-exempt” under applicable Law.
(jh) There is noSince January 1, and since March 312019, 2019 there the Company has been no, not received written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company GroupCompany; nor is there is any pending outstanding obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters nor, to the Knowledge of the Company, has any such litigation, settlement or other arrangement been threatened.
(k) Since March 31, 2019, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company Group. With respect to each such claim or complaint with potential merit, the Company Group has taken corrective action. Further, to the Knowledge of the Company, no allegations of sexual harassment have such claim or litigation has been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member of the Company Groupthreatened.
(li) As of the date hereof and since March 31January 1, 2019, there have been no audits of the Company by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company, and the Company Group. The Company Group is has been in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA.
(mj) The Company has complied in all material respects with all applicable Laws regarding the COVID-19 pandemic, including all applicable federal, state and local Orders issued by any Authority. There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries complaints related to the COVID-19 pandemic. With respect to each occupational safety pandemic (if any), and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has promptly taken prompt any legally required corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplacein response thereto.
(nk) Except as set forth on Schedule 4.20(n4.17(k), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.
Appears in 1 contract
Employees; Employment Matters. (a) Schedule 4.20(a) sets forth The Company has made available to Parent or its counsel a true, correct and complete and correct list of each of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s namethe employee ID, title, current base salary or hourly rate, rate for each such person and total compensation (including bonuses and commissions) paid to each such person for the fiscal years year ended March December 31, 2022 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave status.
(b) No member of the The Company Group is not a party to any collective bargaining agreement or similar labor agreement with respect to its employeesagreement, and, since March 31January 1, 20192020, to the Knowledge of the Company, there has been no activity or proceeding by a labor union, other labor organizations union or representative thereof to organize any employees of the Company GroupCompany. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened, threatened against any member of the Company GroupCompany, and, since March 31January 1, 20192020, no member of the Company Group has not experienced any strike, material slowdown, picketing, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the Company, no member of the Company Group is not subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent.
(c) There are no pending or, to the Knowledge of the Company, threatened, threatened Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, threatened before any applicable Authority relating to employees of the Company GroupCompany. Since March 31January 1, 20192020, the Company Group has not engaged inbeen in compliance in all material respects with notice and other requirements under the Workers’ Adjustment Retraining and Notification Act of 1988, and is not currently contemplatingas amended, any location closing, employee layoff, relocation activities or similar event that would trigger the WARN Act or any similar state or local statute, rule or regulationregulation relating to plant closings and layoffs (collectively, the “WARN Act”). There is no ongoing or contemplated location closing, employee layoff, or relocation activities that would trigger notice or any other requirements under the WARN Act.
(d) The Company Group: (i) is, and since March 31January 1, 2019, 2020 has been, in compliance in all material respects with all applicable Laws relating to employment of laboremployment, including all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, verification of identity and employment authorization of individuals employed in the United States, employee leave, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, whistleblower rights, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, reimbursement of business expenses, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31, 2019, has not been, liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31, 2019, no No audits have been conducted, or are currently being conducted, have been conducted since January 1, 2020, or, to the Knowledge of the Company, are threatened to be conducted, conducted by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31January 1, 20192020, brought or, to the Knowledge of the Company, threatened to bring, bring a claim for earned but unpaid compensation, including overtime amountscompensation against the Company.
(e) The Company Group has complied, in all material respects, with all Laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member of the Company Group currently employs, or since March 31, 2019 has employed, any individual who was not permitted to work in the jurisdiction in which such individual was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, is threatened to be conducted, in respect to any foreign workers employed by any member of the Company Group. Schedule 4.20(e) sets forth each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individual, (i) the expiration date of such visa and (ii) whether the applicable member of the Company Group has made any attempts to renew such visa.
(f) To the Knowledge of the Company, no key employee or officer of the Company Group is a party to or is bound by any enforceable confidentiality agreement, non-competition agreement or other restrictive covenant agreement or other contract (with any Person) that would materially interfere with: (i) interferes with the performance by such officer or key employee of any of his or her duties or responsibilities as an officer or employee of the Company Group or (ii) the Company’s business or operations. No key employee or officer of the Company Group has given written notice of their definite intent to terminate their employment with the Company or, to the Knowledge of the Company, nor has plans to terminate their employment with the Company Group, nor does the Company have any provided written notice of its present intention to terminate the employment of any of the foregoing.
(gf) Except as set forth on Schedule 4.20(g), the employment of each of the employees of the The Company Group is terminable at will without any penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company Group, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group.
(h) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”). To the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, or its employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreement.
(i) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and to the Knowledge of the Company, the Company Group does not have any Liability liability by reason of any individual who performs or performed services for the Company GroupCompany, in any capacity, being improperly excluded from participating in any Plan. Each individual currently engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31, 2019 has been, been properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has not received any notice from any Authority or Person disputing such classification. Each of the current employees of the Company Group is, and since March 31, 2019 has been, properly classified by the Company Group as “exempt” or could not reasonably be deemed to be misclassified by the Company as “non-exempt” under applicable Law.
(jg) There is noSince January 1, and since March 312020, 2019 there the Company has been no, not received written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company GroupCompany; nor is there is any pending outstanding obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters nor, to the Knowledge of the Company, has any such litigation, settlement or other arrangement been threatened.
(k) Since March 31, 2019, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company Group. With respect to each such claim or complaint with potential merit, the Company Group has taken corrective action. Further, to the Knowledge of the Company, no allegations of sexual harassment have such claim or litigation has been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member of the Company Groupthreatened.
(lh) As of the date hereof and since March 31January 1, 20192020, there have been no audits of the Company by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company, and the Company Group. The Company Group is has been in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA.
(mi) The Company has complied in all material respects with all applicable Laws regarding the COVID-19 pandemic, including all applicable federal, state and local Orders issued by any Authority. There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries complaints related to the COVID-19 pandemic. With respect to each occupational safety pandemic (if any), and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has promptly taken prompt any legally required corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplacein response thereto.
(nj) Except as set forth on Schedule 4.20(n4.17(j), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (EdtechX Holdings Acquisition Corp. II)
Employees; Employment Matters. (a) Company Disclosure Schedule 4.20(a) sets forth a complete and correct list of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s name, title, current base salary or hourly rate, total compensation (including bonuses and commissions) for the fiscal years ended March December 31, 2022 2021 and 20212022, employer, hire date, status as exempt or non-exempt from overtime Laws, visa status (if any), principal place of work, accrued vacation or paid time off, and leave status.
(b) No member of the Company Group is a party to any collective bargaining agreement or similar labor agreement with respect to its employees, and, since March 31January 1, 20192021, there has been no activity or proceeding by a labor union, other labor organizations organizations, or representative thereof to organize or represent any employees of the Company Group. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, or threatened, against any member of the Company Group, and, since March 31January 1, 20192021, no member of the Company Group has experienced any strike, material slowdown, picketing, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the Company, no No member of the Company Group is subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent. There is no unfair labor practice charge or complaint pending or, to the Knowledge of Company, threatened, before any applicable Authority relating to employees of the Company Group.
(c) There are no pending or, to the Knowledge of the Company, threatened, Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or.
(d) Since January 1, to the Knowledge of the Company, threatened, before any applicable Authority relating to employees of the Company Group. Since March 31, 20192021, the Company Group has not engaged in, and is not currently contemplating, any location closing, employee layoff, relocation activities or similar event that would trigger the WARN Act or any similar state or local statute, rule or regulation.
(de) The Company Group: (i) is, and since March 31, 2019, for the past six (6) years has been, in compliance in all material respects with all applicable Laws relating to employment of laborlabor or employment, including but not limited to all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, employee leave, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, business expenses, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31, 2019in the past six (6) years, has not been, liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period)foregoing; (iii) is not and, since March 31, 2019in the past six (6) years, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31, 2019in the past six (6) years, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees employees, other service providers, or employment practices. Since March 31, 2019In the past six (6) years, no audits have been conducted, or are currently being conducted, oror are, to the Knowledge of the Company, are threatened to be conducted, by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31, 2019in the past six (6) years, brought or, to the Knowledge of the Company, threatened to bring, a claim for unpaid compensation, including overtime amounts. Each of the employees of the Company Group is, and for the past six (6) years has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable Law.
(ef) The Company Group has complied, in all material respects, with all Laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member of the Company Group currently employs, or since March 31January 1, 2019 2021 has employed, any individual who was not permitted to work in the jurisdiction in which such individual was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, is threatened to be conducted, in respect to any foreign workers employed by any member of the Company Group. Company Disclosure Schedule 4.20(e4.20(f) sets forth each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individual, (i) the expiration date of such visa and (ii) whether the applicable member of the Company Group has made any attempts to renew such visa.
(fg) To the Knowledge of the Company, no key employee or officer of the Company Group is a party to or is bound by any confidentiality agreement, non-competition or other restrictive covenant agreement or other contract (with any Person) that would materially interfere with: (i) the performance by such officer or key employee of any of his or her duties or responsibilities as an officer or employee of the Company Group or (ii) the Company’s business or operations. No key employee or officer of the Company Group has given written notice of their definite intent to terminate their employment with the Company or, to the Knowledge of the Company, has plans to terminate their employment with the Company Group, nor does the Company have any present intention to terminate the employment of any of the foregoing.
(gh) Except as set forth on Company Disclosure Schedule 4.20(g4.20(h), the employment of each of the employees of the Company Group and the engagement of each independent contractor is terminable at will without any prior notice, penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees of any member of the Company Group, and all fees owing to any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group.
(hi) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of the Company Group who has contributed to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”). To the Knowledge of the Company, no such current or former employees, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, or its employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreement.
(ij) Company Disclosure Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any Liability by reason of any individual who performs or performed services for the Company Group, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31January 1, 2019 2021 has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has received any notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March 31, 2019 has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable Law.
(jk) There is no, and since March 31January 1, 2019 2021 there has been no, written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation, or any other violation of labor or employment laws against the Company Group; nor there is any pending obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters nor, to the Knowledge of the Company, has any such litigation, settlement or other arrangement been threatened.
(kl) Since March 31January 1, 20192021, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company Group. With respect to each such claim or complaint with potential merit, the Company Group has taken corrective action. Further, to the Knowledge of the Company, no allegations of sexual harassment have been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member of the Company Group.
(lm) As of the date hereof and since March 31January 1, 20192021, there have been no audits by any Authority, nor have there been any charges, fines, or penalties, including those pending or or, to the Knowledge of Company, threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company Group. The Company Group is in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA.
(mn) There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplace.
. (no) Except as set forth on Company Disclosure Schedule 4.20(n), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.
Appears in 1 contract
Employees; Employment Matters. (a) Schedule 4.20(a) sets forth The Company has made available to Parent or its counsel a true, correct and complete and correct list of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s namethe employee ID, title, current base salary or hourly rate, rate for each such person and total compensation (including bonuses and commissions) paid to each such person for the fiscal years ended March December 31, 2022 and 2021, employer, hire date, status as exempt or non-exempt from overtime Laws, and leave statusif applicable.
(b) No member of the The Company Group is not a party to, bound by, negotiating or required to negotiate any collective bargaining agreement or similar labor other agreement with respect to a labor union or other labor organization. No employees of the Company Group or any of its employeesSubsidiaries are represented by any labor union or other labor organization, and, since March 31January 1, 20192020, to the Knowledge of the Company, there has been no activity activities or proceeding by a labor union, union or other labor organizations or representative thereof organization seeking to organize any employees of the Company GroupGroup and no demand for recognition or certification as the exclusive bargaining representative of any employees has been made by or on behalf of any labor union or other labor organization. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened, threatened in writing against any member of the Company Group, and, since March 31January 1, 20192020, no member of the Company Group has not experienced any strike, material slowdown, picketing, material work stoppage or lockout by lockout, grievance or with labor dispute or similar activity in respect to its employees. To the Knowledge of the Company, no member business of the Company Group is subject to that may, individually or in the aggregate, interfere in any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agentmaterial respect with the respective business activities of the Company.
(c) There are no pending or, to the Knowledge of the Company, threatened, threatened in writing material Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are is no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, threatened in writing before any applicable Authority relating to employees of the Company Group. Since March 31January 1, 20192020, the Company Group has not engaged inbeen in compliance in all material respects with notice and other requirements under the Workers’ Adjustment Retraining and Notification Act of 1988, and is not currently contemplatingas amended, any location closing, employee layoff, relocation activities or similar event that would trigger the WARN Act or any similar state or local statute, rule or regulationregulation relating to plant closings and layoffs (collectively, the “WARN Act”). There is no ongoing location closing, employee layoff, or relocation activities that would trigger notice or any other requirements under the WARN Act.
(d) The Company Group: (i) Group is, and since March 31January 1, 2019, 2020 has been, in compliance in all material respects with all applicable Laws relating to employment of laboremployment, including all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, verification of identity and employment authorization of individuals employed in the United States, employee leave, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, workers’ compensation, pay equity, restrictive covenants, whistleblower rights, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, reimbursement of business expenses, and the collection and payment of withholding or social security Taxes; (ii) is not and, since March 31, 2019, has not been, liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in the normal course of business and consistent with past practice for the current payroll period); and (iv) is not and, since March 31, 2019, has not been, party to or bound by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31, 2019, no audits have been conducted, or are currently being conducted, or, to the Knowledge of the Company, are threatened to be conducted, by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31, 2019, brought or, to the Knowledge of the Company, threatened to bring, a claim for unpaid compensation, including overtime amounts.
(e) The Company Group has complied, in all material respects, with all Laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member of the Company Group currently employs, or since March 31, 2019 has employed, any individual who was not permitted to work in the jurisdiction in which such individual was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, is threatened to be conducted, in respect to any foreign workers employed by any member of the Company Group. Schedule 4.20(e4.18(e) sets forth discloses each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individual, (i) and the expiration date of such visa and (ii) whether the applicable member of the Company Group has made any attempts to renew such visa.
(f) To the Knowledge of the Company, no key employee or officer of the Company Group Key Employee is a party to or is bound by any enforceable confidentiality agreement, non-competition agreement or other restrictive covenant agreement or other contract (with any Person) that would materially interfere interferes with: (i) the performance by such officer or key employee of any Key Employee of his or her duties or responsibilities as an officer or employee of the Company Group or (ii) the CompanyCompany Group’s business or operations. No key employee or officer of the Company Group Key Employee has given written notice of their his or her definite intent to terminate their employment with the Company or, to the Knowledge of the Company, has plans to terminate their his or her employment with the Company Group, nor does has the Company have any Group provided written notice of its present intention to terminate the employment of any of the foregoing.
(g) Except as set forth on Schedule 4.20(g)Since January 1, the employment of each of the employees of 2020, the Company Group is terminable at will without any penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees has not received written notice of any member material claim or litigation relating to an allegation of the Company Groupdiscrimination, and all fees owing to retaliation, harassment (including sexual harassment), or sexual misconduct; nor is there any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group.
(h) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of outstanding obligation for the Company Group who has contributed under any settlement relating to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”). To such matters and to the Knowledge of the Company, no such current claim or former employees, officers or consultants are or were, as the case may be, litigation has been threatened in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, or its employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreementwriting.
(i) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any Liability by reason of any individual who performs or performed services for the Company Group, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31, 2019 has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has received any notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March 31, 2019 has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable Law.
(j) There is no, and since March 31, 2019 there has been no, written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company Group; nor there is any pending obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters nor, to the Knowledge of the Company, has any such litigation, settlement or other arrangement been threatened.
(k) Since March 31, 2019, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company Group. With respect to each such claim or complaint with potential merit, the Company Group has taken corrective action. Further, to the Knowledge of the Company, no allegations of sexual harassment have been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member of the Company Group.
(lh) As of the date hereof and since March 31January 1, 20192020, there have been no material audits of the Company Group by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company Group. The , nor have there been any related charges, fines, or penalties, and the Company Group is has been in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA.
(m) There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplace.
(n) Except as set forth on Schedule 4.20(n), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.
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Employees; Employment Matters. (a) Schedule 4.20(a) sets forth The Company has made available to Parent or its counsel a true, correct and complete and correct list of the five highest compensated officers or employees of the Company Group as of the date hereof, setting forth each such person’s namethe employee ID, location, title, current base salary or hourly rate, rate for each such person and total compensation (including bonuses and commissions) paid to each such person for the fiscal years ended March December 31, 2022 and 2021, employerif applicable, hire date, status as exempt or non-exempt from overtime Lawsstatus under applicable laws, accrued paid time off or vacation, and leave status.
(b) No member The Company has made available to Parent or its counsel a true, correct and complete list of each of the independent contractors or consultants of the Company as of the date hereof, setting forth the name, principal location, engagement or start date, compensation structure, average monthly hours worked (if known), and nature of services provided.
(c) The Company Group is not a party to any collective bargaining agreement or similar labor agreement with respect to its employeesany employees of the Company, and, since March 31January 1, 20192020, to the Knowledge of the Company, there has been no activity or proceeding by a labor union, other labor organizations or representative thereof union seeking to organize or represent any employees of the Company Group. There is no labor strike, picketing, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened, threatened in writing against any member of the Company Group, and, since March 31January 1, 20192020, no member of the Company Group has not experienced any strike, material slowdown, picketing, material work stoppage or lockout by or with respect to its employees. To the Knowledge of the Company, no member of the Company Group is subject to any attempt by any union or other labor organization to represent Company Group employees as a collective bargaining agent.
(c) There are no pending or, to the Knowledge of the Company, threatened, Actions against any member of the Company Group under any worker’s compensation policy or long-term disability policy. There are no material liabilities, whether contingent or absolute, of the Company Group relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. There is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened, before any applicable Authority relating to employees of the Company.
(d) There are no pending or, to the Knowledge of the Company, threatened in writing material Actions against the Company Group. Group under any worker’s compensation policy or long-term disability policy.
(e) Since March 31January 1, 20192020, the Company Group has not engaged inbeen in compliance with notice and other requirements under the Workers’ Adjustment Retraining and Notification Act of 1988, and is not currently contemplatingas amended, any location closing, employee layoff, relocation activities or similar event that would trigger the WARN Act or any similar state or local statute, rule or regulationregulation relating to plant closings and layoffs (collectively, the “WARN Act”). Since January 1, 2020, the Company has not implemented any “mass layoff” or “plant closing” or engaged in any other layoffs or employee reductions that resulted in obligations under the WARN Act. There is no ongoing or contemplated location closing, employee layoff, or relocation activities that would trigger notice or any other requirements under the WARN Act.
(df) The Company Group: (i) Group is, and since March 31, 2019, for the past four (4) years has been, in compliance in all material respects with all applicable Laws relating to employment or the engagement of labor, including but not limited to all applicable Laws relating to wages, hours, overtime, terms and conditions of employment, collective bargaining, equal employment opportunity, anti-discrimination, anti-harassment (including, but not limited to sexual harassment), anti-retaliation, immigration, verification of identity and employment authorization of individuals employed in the United States, employee leave, disability rights or benefits, employment and reemployment rights of members and veterans of the uniformed services, paid time off/vacation, unemployment insurance, safety and health, COVID-19, workers’ compensation, pay equity, restrictive covenants, whistleblower rights, child labor, whistleblower rights, classification of employees and independent contractors, meal and rest breaks, reimbursement of business expenses, and the collection and payment of withholding or social security Taxes; . Each individual currently engaged by the Company as an independent contractor or consultant is, and for the past three (ii3) is not andyears has been, since March 31correctly classified by the Company as an independent contractor, 2019, and the Company has not been, liable for received any arrears of wages notice from any Authority or any Taxes or any penalty for failure to comply with any Person disputing such classification. Each of the foregoing (except for wages and withholding thereon in the ordinary course of business and consistent with past practice for the current payroll period); (iii) is not and, since March 31, 2019, has not been, liable for any payment to any trust or other fund or to any Authority with respect to unemployment compensation benefits, social security or other benefits for employees of the Company Group (other than routine payments to be made in classified by the normal course of business Company as “exempt” is, and consistent with past practice for the current payroll period); and past three (iv3) is not and, since March 31, 2019, years has not been, party to or bound correctly classified by any consent decree with or citation by any Authority relating to employees or employment practices. Since March 31, 2019, no audits have been conducted, or are currently being conducted, or, to the Knowledge of the Company, are threatened to be conducted, by any Authority with respect to applicable Laws regarding employment or labor Laws. No employee of the Company Group has, since March 31, 2019, brought or, to the Knowledge of the Company, threatened to bring, a claim for unpaid compensation, including overtime amountsas “exempt” under applicable Law.
(eg) The For the past five (5) years, the Company Group has complied, in all material respects, with all Laws laws relating to the verification of identity and employment authorization of individuals employed in the United States, and no member of the Company Group currently employs, or since March 31, 2019 has employed, any individual who was not permitted to work in the jurisdiction in which such individual was employed. No audit by any Authority is currently being conducted, is pending or, to the Knowledge of the Company, or is threatened to be conducted, in respect to any foreign workers employed by any member of the Company Group. Schedule 4.20(e4.18(g) sets forth discloses each individual who is employed by any member of the Company Group pursuant to a visa and, with respect to each such individual, (i) and the expiration date of such visa and (ii) whether the applicable member of the Company Group has made any attempts to renew such visa.
(fh) To the Knowledge of the Company, no key employee or officer of the Company Group Key Employee is a party to or is bound by any enforceable confidentiality agreement, non-competition agreement or other restrictive covenant agreement or other contract (with any Person) that would materially interfere interferes with: (i) the performance by such officer or key employee of any Key Employee of his or her duties or responsibilities as an officer or employee of the Company Group or (ii) the CompanyCompany Group’s business or operations. No key employee or officer of the Company Group Key Employee has given written notice of their definite his or her intent to terminate their employment with the Company or, to the Knowledge of the Company, has plans to terminate their his or her employment with the Company Group, nor does has the Company have any Group provided notice of its present intention to terminate the employment of any of the foregoing.
(gi) Except as set forth on Schedule 4.20(g)Since January 1, the employment of each of the employees of 2020, the Company Group is terminable at will without any penalty or severance obligation on the part of the Company Group. All material sums due for employee compensation and all vacation time owing to any employees has not received notice of any member claim or litigation relating to an allegation of the Company Groupdiscrimination, and all fees owing to retaliation, harassment (including sexual harassment), or sexual misconduct; nor is there any independent contractors and consultants, have been duly accrued on the accounting records of the applicable member of the Company Group.
(h) Each current and former employee and officer, and where appropriate, each independent contractor and consultant, of any member of outstanding obligation for the Company Group who has contributed under any settlement relating to or participated in the creation or development of any material Intellectual Property on behalf of the Company Group or any predecessor in interest thereto has executed a form of proprietary information and/or inventions agreement or similar agreement (each, an “IP Assignment Agreement”). To such matters and to the Knowledge of the Company, no such current claim or former employeeslitigation has been threatened. Since January 1, officers or consultants are or were, as the case may be, in violation thereof. Other than with respect to exclusions previously accepted by the Company involving works or inventions unrelated to the business of the Company Group, no current or former employee, officer or consultant of any member of the Company Group has disclosed excluded works or inventions made prior to his, her, or its employment or consulting relationship with the applicable member of the Company Group from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s IP Assignment Agreement.
(i) Schedule 4.20(i) sets forth a list of the name of each Person currently engaged by the Company Group as a consultant or an independent contractor (including any Person engaged through any arrangement with such Person’s loan-out or similar company), including for each such Person the following: (A) name, (B) principal location of engagement, (C) engagement or start date, (D) compensation structure, (E) average monthly compensation and (F) nature of services provided. With regard to any individual who performs or performed services for the Company Group and who is not treated as an employee for Tax purposes by the Company Group2020, the Company Group has complied in all material respects with applicable Laws concerning independent contractors, including for Tax withholding purposes or Plan purposes, and the Company Group does not have any Liability by reason of any individual who performs or performed services for the Company Group, in any capacity, being improperly excluded from participating in any Plan. Each individual engaged by a member of the Company Group as an independent contractor or consultant is, and since March 31, 2019 has been, properly classified by the applicable member of the Company Group as an independent contractor, and no member of the Company Group has received any notice from any Authority or Person disputing such classification. Each of the employees of the Company Group is, and since March 31, 2019 has been, properly classified by the Company Group as “exempt” or “non-exempt” under applicable Law.
(j) There is no, and since March 31, 2019 there has been no, written notice provided to any member of the Company Group of any claim or litigation relating to, or any complaint or allegation of, discrimination, retaliation, wrongful termination, constructive termination, harassment (including sexual harassment), sexual misconduct, or wage and hour violation against the Company Group; nor there is any pending obligation for any member of the Company Group under any settlement or out-of-court or pre-litigation arrangement relating to such matters nor, to the Knowledge of the Company, has any such litigation, settlement or other arrangement been threatened.
(k) Since March 31, 2019, the Company Group has investigated all workplace harassment (including sexual harassment), discrimination, retaliation, and workplace violence claims or complaints reported to the appropriate Company personnel or third-party Persons retained by the Company Group to receive such claims or complaints relating to current and/or former employees of any member of the Company Group or third-parties who interacted with current and/or former employees of such member of the Company GroupCompany. With respect to each such claim or complaint with potential found to have merit, the Company Group has taken corrective action. Further, to the Knowledge of the Company, since January 1, 2020, no allegations of sexual harassment have been made to any member of the Company Group against any individual in his or her capacity as director or an employee of a member of the Company GroupCompany.
(lj) As of the date hereof and since March 31January 1, 20192020, there have been no material audits of the Company Group by any Authority, nor have there been any charges, fines, or penalties, including those pending or threatened, under any applicable federal, state or local occupational safety and health Law and Orders (collectively, “OSHA”) against the Company Group. The , nor have there been any related charges, fines, or penalties, and the Company Group is has been in compliance in all material respects with OSHA and there are no pending appeals of any Authority’s decision or fines issued in relation to OSHA.
(m) There have been no, and there are no pending or anticipated layoffs, leaves of absence or terminations of employment in respect to the employees of the Company as a result of the COVID-19 pandemic. The Company Group has promptly and thoroughly investigated all occupational safety and health complaints, issues, or inquiries related to the COVID-19 pandemic. With respect to each occupational safety and health complaint, issue, or inquiry related to the COVID-19 pandemic, the Company Group has taken prompt corrective action that is reasonably calculated to prevent further spread of COVID-19 within the Company Group’s workplace.
(n) Except as set forth on Schedule 4.20(n), the Company Group has not paid or promised to pay any bonus or commission to any employee in connection with the consummation of the transactions contemplated hereby.
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