Common use of Employees; Employment Matters Clause in Contracts

Employees; Employment Matters. (i) No group of employees or key employee has informed LPT, any of the 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 LPT have been represented by a labor union or labor organization with respect to their employment by LPT; (C) LPT has not been a party to or negotiated any collective bargaining agreement, labor contract, or other written or oral agreement or understanding with any labor union or labor organization; (D) no labor organization, labor union, or 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 National Labor Relations Board, or given LPT notice of any election of a collective bargaining representative (nor, to the Knowledge of LPT, has any of these actions been threatened); (E) LPT has not authorized any employer or multiemployer association or organization to represent LPT in collective bargaining with any labor organization or labor union; (F) no grievance or arbitration proceeding arising out of or under any collective bargaining agreement has been filed against LPT, nor, to the Knowledge of LPT, is any now threatened; (G) no claim has been filed with any Governmental Authority alleging that LPT has violated any Law related to employment or termination of employment, employment policies or practices, terms and conditions of employment, compensation, labor or employee relations, equal employment opportunity, and fair employment practices, whistle-blowing, retaliation, 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.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Faro Technologies Inc)

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Employees; Employment Matters. (ia) Except as disclosed on the LECG Disclosure Schedule, neither LECG nor its Subsidiaries have any unsatisfied Liability to any previously terminated employee or independent contractor. LECG and its Subsidiaries have disclosed all written employee handbooks, policies, programs and arrangements to Xxxxxxx. (b) No key employee or group of employees or key employee has informed LPT, any of the Sellers or any officer or director of LPT LECG and its Subsidiaries of any plans to terminate his, her or their employment with LPT generally LECG or its Subsidiaries as a result of the transactions contemplated hereby or otherwise. Neither LECG nor its Subsidiaries are a party to or bound by any collective bargaining agreement and neither LECG nor its Subsidiaries have experienced any strikes, grievances, other collective bargaining disputes or claims of unfair labor practices. Neither LECG nor its Subsidiaries have any knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of LECG and its Subsidiaries. (c) All persons employed by LECG and its Subsidiaries are employees at will or otherwise employed such that LECG and its Subsidiaries may terminate their employment at any time, with or without cause, without creating any material cause of action against LECG and its Subsidiaries or otherwise giving rise to any material liability of LECG and its Subsidiaries for wrongful discharge, breach of contract or tort. (d) Except as disclosed on the LECG Disclosure Schedule, LECG and its Subsidiaries have complied in all material respects with all applicable laws relating to labor, including, without limitation, any requirements of the Immigration and Nationalization Act of 1952, as amended by the Immigration Reform and Control Act of 1986 and the regulations promulgated thereunder, any provisions thereof relating to wages, termination pay, vacation pay, fringe benefits, collective bargaining and the payment and/or accrual of the same and all insurance and all other costs and expenses applicable thereto, and neither LECG nor its Subsidiaries are liable for any arrearage, or any costs or penalties for failure to comply with any of the foregoing. Without limiting the generality of the foregoing, neither LECG nor its Subsidiaries have incurred a violation of Part 6 of Subtitle B of Title I of ERISA ("COBRA") or other applicable state insurance continuation law. No COBRA or other state insurance continuation law violation exists or will exist with respect to any employees of either LECG and its Subsidiaries prior to and including the Effective Time, nor will any such violation occur as a result of the transactions contemplated hereby. Except (e) Each Person whom LECG or its Subsidiaries has retained as set forth on Section 3.2(p)(i) an independent contractor during the past three years qualifies as an independent contractor and not as an employee of LECG or its Subsidiaries under the Code and all applicable state laws. Neither the execution of this Agreement nor the consummation of the Disclosure Schedule, LPT is not party transactions contemplated hereby shall cause LECG or its Subsidiaries 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 LPT have been represented by a labor union or labor organization with respect to their employment by LPT; (C) LPT has not been a party to or negotiated any collective bargaining agreement, labor contract, or other written or oral agreement or understanding with any labor union or labor organization; (D) no labor organization, labor union, or 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 National Labor Relations Board, or given LPT notice be in breach of any election of a collective bargaining representative (nor, to the Knowledge of LPT, has any of these actions been threatened); (E) LPT has not authorized any employer or multiemployer association or organization to represent LPT in collective bargaining with any labor organization or labor union; (F) no grievance or arbitration proceeding arising out of or under any collective bargaining agreement has been filed against LPT, nor, to the Knowledge of LPT, is any now threatened; (G) no claim has been filed with any Governmental Authority alleging that LPT has violated any Law related to employment or termination of employment, employment policies or practices, terms and conditions of employment, compensation, labor or employee relations, equal employment opportunity, and fair employment practices, whistle-blowing, retaliation, 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.A-15

Appears in 1 contract

Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Metzler Group Inc)

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Employees; Employment Matters. (i) No group 5.16.1 Except as set forth in Section 5.16.1 of employees or key employee the Disclosure Schedule, no Key Employee has informed LPT, any of the Sellers or any officer or director of LPT other Key Employee of any plans to terminate his, his or her or their employment with LPT generally the Company or the applicable Subsidiary of the Company as a result of the transactions contemplated herebyhereby or otherwise within the first twelve (12) months following the Closing Date. Except as set forth on in 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) 5.16.1 of the Disclosure Schedule, during the three (3) year 3)-year period ending on the Closing Date, with respect to LPTthe Company and its Subsidiaries: (Ai) there has not been (and to the Knowledge of LPTthe Company, is not now threatened) any strike, lockout, picketing, handbilling, primary or secondary boycott, work stoppage or slowdown, labor dispute, or other similar labor activity, involving LPTdispute against the Company or any of its Subsidiaries; (Bii) to the Knowledge of the Company, no employees employee of LPT have the Company or any of its Subsidiaries has been represented by a labor union or labor organization with respect to their his or her employment by LPTthe Company or any of its Subsidiaries; (Ciii) LPT neither the Company nor any of its Subsidiaries has not been a party to or negotiated any collective bargaining agreement, labor contract, or other written or oral agreement Contract or understanding with any labor union or labor organizationorganization relating to employees of the Company or any of its Subsidiaries; (Div) to the Knowledge of the Company, no labor organization, labor union, or employee of the Company or any of its Subsidiaries has attempted to organize any employees of the Company or any of its Subsidiaries, (v) no labor organization, labor union, or employee of LPT the Company or any of its Subsidiaries has attempted to organize any employees of LPT, made a demand for voluntary recognition, presented LPT the Company or any of its Subsidiaries with any petitions petition or authorization cards seeking to have a labor organization or labor union represent any group of employeesemployees of the Company or any of its Subsidiaries, filed any representation petition with the National Labor Relations Board, or given LPT the Company or any of its Subsidiaries notice of any election of a collective bargaining representative (nor, to the Knowledge of LPTthe Company, has any of these actions been threatened); (Evi) LPT neither the Company nor any of its Subsidiaries has not authorized any employer or multiemployer association or organization to represent LPT the Company or any of its Subsidiaries in collective bargaining with any labor organization or labor union; (Fvii) no grievance or arbitration proceeding arising out of or under any collective bargaining agreement has been filed against LPTthe Company or any of its Subsidiaries, nor, to the Knowledge of LPTthe Company, is any now threatened; (Gviii) no unresolved claim has been filed with or brought by any Governmental Authority alleging that LPT the Company or any of its Subsidiaries has violated any Law related to employment or employment, termination of employment, any employment policies policy or practicespractice, terms and conditions any term or condition of employment, compensation, labor or employee relations, equal employment opportunity, and fair employment practices, discrimination, whistle-blowing, retaliation, any employee’s lawful authority to work in the United States, or employee safety or health (collectively, “Employment Laws”) nor, to the Knowledge of LPTthe Company, is any now threatened, and LPT has no Knowledge of any Basis for any such claim; and (Hix) LPT neither the Company nor any of its Subsidiaries has not received any written notice that any Governmental Authority responsible for the enforcement of any Employment Law sought or intended intended, or seeks or intends, to conduct any inspection, investigation, inquiry, audit, or compliance review pertaining to any employees of LPT.the Company or any of its Subsidiaries. US_ACTIVE-116890188.17-330225-00006

Appears in 1 contract

Samples: Stock Purchase Agreement (Prestige Brands Holdings, Inc.)

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