Employees; Labor Disputes. (a) Except as set forth on Schedule 4.12(a)(i), no Company has experienced any labor disputes, union organization attempts or any work stoppage due to labor disagreements in connection with its business. Each Company is in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours. There is no unfair labor practice charge or complaint against any Company pending or, to the knowledge of ATG, threatened. There is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or to the knowledge of ATG, threatened against or affecting any Company nor any secondary boycott with respect to products of the Companies. Except as set forth on Schedule 4.12(a)(ii), no Company is a party to or subject to any employment Contract, consulting agreement, collective bargaining agreement, confidentiality agreement restricting their activities, or Restrictive Covenant Agreement restricting their activities. Except as set forth on Schedule 4.12(a)(iii), there are no administrative charges or court complaints against any Company concerning alleged employment discrimination or other employment related matters pending or, to the knowledge of ATG, threatened before the U.S. Equal Employment Opportunity Commission or any Government Entity.
(b) Schedule 4.12(b) sets forth a true and complete list of Labor Agreements. True and correct copies of all Labor Agreements have been provided to the Buyer. The transactions contemplated by this Agreement do not give rise to any termination rights on the part of any Persons covered by any of the Labor Agreements.
Employees; Labor Disputes. MT has no employees or freelancers other than those listed in Appendix 4.6. MT has not entered with any employees or freelancers into oral agreements, unless otherwise disclosed in Appendix 4.6. MT is not subject to any labor disputes and/or, to the best knowledge of the Sellers, no labor disputes have been threatened vis-à-vis MT. None of the freelancers listed in Appendix 4.6 qualifies as an employee of MT and/or has been employed by MT in the last five years. To the best knowledge of the Sellers, no director, officer or key employee (i.e. Txxxxx Xxxxxxxxxxx/Cxxxxxxxx Xxxx/Kxxxx Xxxxxx) of MT is reasonably expected to terminate its employment with MT. For the last three years prior to the Signing Date, MT has complied (and still complies) in all material respects with all legal requirements relating to employment practices and terms and conditions of employment including equal employment opportunity, non-discrimination, sexual harassment, wages, hours, benefits and has effected all social security payments and wage taxes and occupational safety and health provisions. MT is not and has not been within the last three years prior to Signing Date subject to any fines, penalties, damages or other payments, however designated, for failure to comply with any legal requirements under applicable employment laws. MT is not and has not been within the last 24 months prior to the Signing Date a party to any collective bargaining agreement or other labor contract. The Sellers are not aware of any application or petition for an election of a work’s council or for a certification of a collective bargaining agent and MT has not been subject to any resolved charge of discrimination. MT has not granted salary increases to employees since 30 September 2006 except as listed in Appendix 4.6 hereto. MT is not committed to pay or contribute to any post-termination severance
Employees; Labor Disputes. Part 3.18 of the Disclosure Letter contains a list of all persons employed by the Sellers as of the date hereof, along with the position and the annual rate of compensation of each such person and indicates which employees have entered into a confidentiality and assignment of inventions agreement with a Seller. To the Sellers' Knowledge, no key employee or group of employees employed by any Seller has any plans to terminate employment with such Seller (other than for the purpose of accepting employment with the Buyer following the Closing) or not to accept employment with the Buyer. None of the Sellers is, or since January 1, 1995, has been, a party to any collective bargaining or other labor Contract nor are any of their employees covered by any such Contract. Since January 1, 1995, there has not been, there is not presently pending or existing, and to the Knowledge of the Sellers, there is not Threatened, any strike, slowdown, picketing, work stoppage, labor arbitration or proceeding in respect of the grievance of any employee, application or complaint filed by an employee or union with the National Labor Relations Board or any comparable Governmental Body, organizational activity, or other labor dispute against or affecting any Seller or any Seller's premises, and no application for certification of a collective bargaining agent is pending or to the Knowledge of the Sellers is Threatened. To the Knowledge of the Sellers, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Seller, and no such action is contemplated by any Seller.
Employees; Labor Disputes. Except as set forth on Section 3(c)(xxiii) of the Disclosure Schedule, (A) the Company is not a party to or obligated with respect to any outstanding contracts or arrangements with current or former employees, agents, consultants, advisers, sales representatives or independent contractors that are not terminable by the Company without penalty on less than sixty (60) days’ notice; (B) the Company is not a party to any collective bargaining agreement or other contract or relationship with any labor organization; (C) the Company has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act; (D) the Company has complied in all material respects with all Applicable Laws relating to the employment of labor, including (without limitation) provisions thereof relating to employee classification, wages, hours, vacation, affirmative action, human rights, immigration, employment standards, workplace safety, equal opportunity, collective bargaining, the payment of all required Taxes and other withholdings; (E) there are no Proceedings pending or, to the Company’s Knowledge, threatened against the Company concerning any matters relating to the employment of labor; (F) no union organizing or decertification activities are underway or, to the Company’s Knowledge, threatened, and no such activities have occurred in the past three (3) years; and
Employees; Labor Disputes. 15 4.20. Directors, Officers and Employees...........................15 4.21.
Employees; Labor Disputes. Except as set forth on Schedule 4.19 hereto, the Company is not a party to any collective bargaining, union representation or other labor contract or arrangement; the Company has not received any notice from any labor union or group of employees that such union or group represents or intends to represent any of the employees of the Company; and, to the best of each of the Company's knowledge, no strike or work interruption by any of its employees is planned, under consideration, threatened or imminent. At no time during the past five years has the Company experienced any strikes, work stoppages or demands for collective bargaining by any union or labor organization or any other group of employees, or been involved in or the subject of any grievance, dispute or controversy by or with any union or labor organization or any other group of employees or any pending or threatened Proceeding based on or related to any employment grievance, dispute or controversy or received any notice of any of the foregoing, other than immaterial disputes with employees in the ordinary course of business.
Employees; Labor Disputes. (a) As of the date of this Agreement, GPAA and LDMA are not (i) parties to any collective bargaining agreement applicable to the Employees; (ii) subject to a legal duty to bargain (exclusive of any notification and consultation obligations) with any trade union on behalf of the Employees; or (iii) the object of any attempt to organize the Employees for collective bargaining purposes or presently operating under an expired collective bargaining agreement. As of the current time and within the last twenty-four (24) months, GPAA and LDMA are not and have not been a party to or subject to any strike, work stoppage, organizing attempt, picketing, boycott or similar activity with respect to the Employees.
(b) There have not been any plant closings, mass layoffs or other terminations of employees of GPAA and LDMA at any time which would create any obligations or liabilities under the WARN Act or similar Legal Requirements. Neither GPAA nor LDMA are parties to any Contract or subject to any requirement that in any manner restricts Buyer from relocating, consolidating, merging or closing, in whole or in part, any portion of GPAA and LDMA and Employees, subject to applicable Legal Requirements.
(c) With respect to the Employees, GPAA and LDMA have complied in all material respects with all Legal Requirements relating to employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar Taxes and occupational safety and health. Seller, GPAA and LDMA are not liable for the payment of any Taxes, fines, penalties or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.
(d) GPAA and LDMA are not and will not be required to make any filing with or give any notice to, or to obtain any approval, consent, ratification, waiver or other authorization from, any Governmental Entity in relation to any of the Employees in connection with the execution and delivery of this Agreement and the Collateral Agreements or the consummation or performance of the transactions contemplated hereby and thereby.
Employees; Labor Disputes. Except as set forth on Section 3(c)(xxiii) of the Disclosure Schedule, (A) the Company is not a party to or obligated with respect to any outstanding contracts or arrangements with current or former employees, agents, consultants, advisers, sales representatives or independent contractors that are not terminable by the Company without penalty on less than sixty (60) days’ notice; (B) the Company is not a party to any collective bargaining agreement or other contract or relationship with any labor organization; (C) the Company has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act; (D) the Company has complied in all material respects with all Applicable Laws relating to the employment of labor, including (without limitation) provisions thereof relating to employee classification, wages, hours, vacation, affirmative action, human rights, immigration, employment standards, workplace safety, equal opportunity, collective bargaining, the payment of all required Taxes and other withholdings; (E) there are no Proceedings pending or, to the Company’s Knowledge, threatened against the Company concerning any matters relating to the employment of labor; (F) no union organizing or decertification activities are underway or, to the Company’s Knowledge, threatened, and no such activities have occurred in the past three (3) years; and (G) there is no strike, slowdown, work stoppage, lockout or other material labor dispute pending or, to the Company’s Knowledge, threatened, and no such dispute has occurred in the past three (3) years. Within the past three (3) years, the Company has not implemented any layoffs that are reasonably likely to implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any similar or related Law. As of Closing, all employees of the Business are employed by a Company. To the Company’s Knowledge, there are no consensual or non-consensual sexual relationships between any legal or beneficial owner, officer or supervisor-level employee of the Company, on the one hand, and any direct report or other subordinate of any of the foregoing individuals, on the other hand. To the Company’s Knowledge, no executive officer or senior manager of any Company is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non- competition agreement, or any other contract or agreement or any r...
Employees; Labor Disputes. (a) Except as set forth on Schedule 4.8(a), since January 1, 2006, neither Seller nor any Newly-Formed LLC has experienced any labor disputes, union organization attempts or any material work stoppage due to labor disagreements in connection with its business. Each Seller and each Newly-Formed LLC is in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours. There is no unfair labor practice charge or complaint against any Seller or Newly-Formed LLC pending or, to the knowledge of any Seller or Newly-Formed LLC, threatened. There is no labor strike, material labor dispute, request for representation, material work slowdown or material work stoppage actually pending or to the knowledge of any Seller or Newly-Formed LLC, threatened against or affecting any Seller or Newly-Formed LLC or any secondary boycott with respect to the services of any Seller or Newly-Formed LLC. Except as set forth on Schedule 4.8(a), No Seller or Newly-Formed LLC is a party to or subject to any employment agreement, consulting agreement, collective bargaining agreement, confidentiality agreement or restrictive covenant agreement restricting any of its activities. Except as set forth on Schedule 4.8(a), there are no administrative charges or court complaints against any Seller or Newly-Formed LLC concerning alleged employment discrimination or other employment related matters pending or, to the knowledge of any Seller or Newly-Formed LLC, threatened before the U.S. Equal Employment Opportunity Commission or any Government Entity.
(b) No collective bargaining agreement is in effect nor currently being negotiated by any Seller or Newly-Formed LLC with respect to employees of Seller.
Employees; Labor Disputes. No material labor dispute with the employees of the Company exists, except as described in the Registration Statement or the Prospectus, or, to the Company’s knowledge, is imminent; and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that would reasonably be expected to have a Material Adverse Effect. The Company and each Subsidiary has complied in all material respects with all applicable state and federal laws related to employment, including those related to wages, hours, worker classification and collective bargaining. Except as disclosed in the Registration Statement or the Prospectus, no employee of the Company or any of its Subsidiaries is or was represented by a labor union, works council, trade union, industrial organization, or similar representative of employees with respect to employment with the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries is or was a party to, subject to, or bound by a collective bargaining agreement, collective agreement, workplace agreement or any other material Contract with a labor union, works council, trade union, industrial organization, or similar representative of employees. Except as disclosed in the Registration Agreement or the Prospectus, there are no strikes, lockouts or work stoppages existing or, to the Company’s knowledge, threatened, against the Company or any of its Subsidiaries with respect to any employees of the Company or any of its Subsidiaries or any other individuals who have provided services with respect to the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect.
