Common use of Employees; Labor Issues Clause in Contracts

Employees; Labor Issues. (a) Section 3.14(a) of the Seller Disclosure Schedule sets forth a true and complete list as of the date hereof of the names, titles, annual salaries and most recent annual bonus of all Business Employees whose annual base salary exceeds $150,000. (b) Other than the Collective Bargaining Agreement, there is no collective bargaining agreement or other labor agreement with any union, labor organization or employee association to which Seller or any of its Subsidiaries are a party covering any Business Employees. To the knowledge of Seller, as of the date hereof, there is no effort, activity or proceeding of any union, labor organization or employee association (or a representative thereof) to organize any Business Employees. As of the date hereof, (i) there are no pending or, to the knowledge of Seller, threatened, labor strikes, walkouts, work stoppages, slowdowns or lockouts with respect to Business Employees and (ii) there are no disputes with respect to the Business Employees except as would not reasonably be expected to be material to the Business, taken as a whole. (c) Seller is and has been for the past 5 years in compliance in all material respects with all, and to the knowledge of Seller, is not under investigation with respect to and has not been threatened to be charged with or given notice of any material violation of any, Applicable Laws pertaining to labor and employment and related to the ownership and operation of the Purchased Assets or the Business, including but not limited to employment practices, terms and conditions of employment, payment of compensation, Contracts of employment, collective bargaining, non-discrimination and affirmative action, plant closing and mass layoff, family and medical leave, immigration, health and safety, wages and hours, payment of unemployment benefits and taxes and workers’ compensation, including but not limited to Title VII of the Civil Rights Act of 1964, the Equal Pay Act, Executive Order 11246 and its implementing regulations, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Worker Benefit Protection Act, the Family Medical Leave Act (“FMLA”), the Worker Adjustment and Retraining Notification Act (the “WARN Act”) and any similar Laws addressing plant closings or mass layoffs, ERISA, the Immigration Reform and Control Act of 1986, the Occupational Safety and Health Act of 1970 and its implementing regulations, as amended, and the National Labor Relations Act and the Code, in each case that would reasonably be expected to result in a material liability. Since January 1, 2005 to the date hereof, there has not been any material strike, work stoppage or slow-down. (d) Except as set forth on Section 3.14(d) of the Seller Disclosure Schedule, none of the Business Employees or any past employees of Seller or its Subsidiaries who were employed in the Business and located at the Facilities has a pending or, to the knowledge of Seller, threatened material claim against Seller or its Subsidiaries. Except as set forth on Section 3.14(d) of the Seller Disclosure Schedule, neither Seller nor any of its Subsidiaries has pending against it related to the Purchased Assets or the Business any material unfair labor practice charges or other material administrative charges, claims, grievances, actions, proceedings or lawsuits before any Governmental Authority or arbitrator arising under any Applicable Law governing employment. Except as set forth on Section 3.14(d) of the Seller Disclosure Schedule, neither Seller nor any of its Subsidiaries has received written or, to the knowledge of Seller, oral notice of intent of any Governmental Authority responsible for the enforcement of any labor or employment laws, regulations or executive orders to conduct an investigation or review with respect to Seller’s employment policies or practices that would reasonably be expected to result in a liability which would be material to the Business, taken as a whole. (e) Except as set forth on Section 3.14(e) of the Seller Disclosure Schedule, Seller has no employment agreement or other arrangement with any of the Business Employees that provide for anything other than at-will employment; and unless set forth on Section 3.14(e) of the Seller Disclosure Schedule, all Business Employees are terminable at will and no severance or other amounts are payable to such employees upon termination of employment, other than with respect to vested rights under applicable benefit plans. Any material Contract relating to the employment of any Business Employee pursuant to which Seller or any of its Subsidiaries is or may become obligated to make any material severance, termination, change of control, bonus or relocation payment is included on Section 3.14(e) of the Seller Disclosure Schedule. Except with respect to wages, severance, employee benefits and other employment related obligations accrued in the Ordinary Course of Business, Seller is not indebted to or a creditor of any Business Employee. Neither Seller nor any of its Subsidiaries is in material breach of any existing employment or independent contractor Contract related to the Business and, as of the date hereof, has not received written notice that any management-level Business Employee intends to terminate his or her employment with Seller, whether in connection with this transaction or not.

Employees; Labor Issues. (a) Section 3.14(a5.16(a) of the Seller Seller’s Disclosure Schedule sets forth a true and complete list as of the date hereof Effective Date of the names, titles, annual salaries and salaries, most recent annual bonus bonus, number of unvested restricted share unit awards held (or notional shares held in lieu of restricted share unit awards), start date, amount of accrued and unused vacation and vacation entitlement of all Business Employees, as well as an indication of whether each such Business Employee is on a leave of absence. Section 5.16(a) of the Seller’s Disclosure Schedule also sets forth a true and complete list as of the Effective Date of the names and compensation levels of all Business Contractors. Section 5.16(a) of the Seller’s Disclosure Schedule will be updated to a date within five (5) Business Days prior to the Closing Date and delivered to Buyer on the Closing Date. GDPC does not have any Business Employees whose annual base salary exceeds $150,000or Business Contractors. (b) Other than the Collective Bargaining Agreement, there is no collective bargaining agreement or other labor agreement Contract with any union, labor organization or employee association to which Seller or any of its Subsidiaries the Combined Companies are a party or covering any Business Employees. To the knowledge of Seller, as of the date hereofEffective Date, there is no effort, activity or proceeding of any union, labor organization or employee association (or a representative thereof) to organize any Business Employees. As of the date hereofEffective Date, (i) there are no pending or, to the knowledge of Seller, threatened, threatened labor strikes, walkouts, work stoppages, slowdowns or lockouts with respect to Business Employees and (ii) there are no disputes with respect to the Business Employees except as would not reasonably be expected to be material to the Business, taken as a whole. (c) Seller Each of the Combined Companies is and has been for the past 5 five (5) years in compliance in all material respects with all, and to the knowledge of Seller, is not under investigation with respect to and has not been threatened to be charged with or given notice of any material violation of any, Applicable Laws pertaining to labor and employment and related to the ownership and operation of the Purchased Assets or the Business, including but not limited to employment practices, terms and conditions of employment, payment of compensation, Contracts of employment, collective bargaining, non-discrimination and affirmative action, plant closing and mass layoff, family and medical leave, immigration, health and safety, wages and hours, payment of unemployment benefits and taxes taxes, classification of employees and independent contractors and workers’ compensation, including but not limited to Title VII of the Civil Rights Act of 1964, the Equal Pay Act, Executive Order 11246 and its implementing regulations, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Worker Benefit Protection Act, the Family and Medical Leave Act (“FMLA”)Act, the Worker Adjustment and Retraining Notification Act (the “WARN Act”) and any similar Applicable Laws addressing plant closings or mass layoffs, the Uniformed Services Employment and Reemployment Rights Act, ERISA, the Immigration Reform and Control Act of 1986, the Occupational Safety and Health Act of 1970 and its implementing regulations, as amended, and the National Labor Relations Act and the Code, in each case except for any non-compliance or violation that would not reasonably be expected to result in a material liability. Since January 1, 2005 2007 to the date hereofEffective Date, there has not been any material strike, work stoppage or slow-down. (d) Except as set forth on Section 3.14(d5.16(d) of the Seller Seller’s Disclosure Schedule, none of the Business Employees or any past employees of Seller either of the Combined Companies or its Subsidiaries who were employed in the any Business and located at the Facilities Contractors (any such Business Employee, past employee or Business Contractor, a “Participant”) has a pending or, to the knowledge of Seller, threatened material claim against Seller or its Subsidiarieseither of the Combined Companies. Except as set forth on Section 3.14(d5.16(d) of the Seller Seller’s Disclosure Schedule, neither Seller nor any of its Subsidiaries has the Combined Companies have pending against it related to the Purchased Assets or the Business any them no material unfair labor practice charges or other material administrative charges, claims, grievances, actions, proceedings or lawsuits before any Governmental Authority or arbitrator arising under any Applicable Law governing employment. Except as set forth on Section 3.14(d5.16(d) of the Seller Seller’s Disclosure Schedule, neither Seller nor any of its Subsidiaries has the Combined Companies have not received written or, to the knowledge of Seller, oral notice of intent of any Governmental Authority responsible for the enforcement of any labor or employment laws, regulations or executive orders to conduct an investigation or review with respect to Seller’s the Combined Companies’ employment policies or practices that would reasonably be expected to result in a liability which would be material to the Business, taken as a whole. (e) Except as set forth on Section 3.14(e5.16(e) of the Seller Seller’s Disclosure Schedule, Seller has the Combined Companies have no employment agreement Contracts or other arrangement with any of the Business Employees that provide for anything other than at-will employment; and unless set forth on Section 3.14(e) of the Seller Disclosure Schedule, all Business Employees are terminable at will Participants and no severance or other amounts are payable to such employees upon termination of employment, other than with respect to vested rights under applicable benefit plans. Any material Contract relating to the employment of any Business Employee pursuant to which Seller or any either of its Subsidiaries the Combined Companies is or may become obligated to make any material severance, termination, change of control, bonus bonus, retention, deferred compensation or relocation payment is included on Section 3.14(e) of the Seller Disclosure Schedule(any such contract described in this sentence, a “Benefit Contract”). Except with respect to wages, severance, employee benefits and other employment related obligations accrued in the Ordinary Course of Business, Seller is the Combined Companies are not indebted to or a creditor of any Business EmployeeParticipant. Neither Seller nor any of its Subsidiaries is The Combined Companies are not in material breach of any existing employment or independent contractor Benefit Contract related to the Business and, as of the date hereofEffective Date, has have not received written notice that any management-level Business Employee intends to terminate his or her employment with Sellereither of the Combined Companies, whether in connection with this transaction or not.

Employees; Labor Issues. (a) Section 3.14(a) of the Seller Disclosure Schedule sets forth a true and complete list as list, by internal employee number, of the date hereof of the names, titles, annual salaries and most recent annual bonus of (i) all Represented Employees as of the Execution Date; all Non-Represented Employees as of the Execution Date and (ii) all Business Employees whose annual base salary exceeds $150,000of Seller or its Subsidiaries who as of the Execution Date are not actively at work, including those who are on inactive employee status or leave of absence, separately identifying those employees classified as Short-Term Inactive Employees and those employees classified as Long-Term Inactive Employees and the respective leave of absence beginning date. (b) Other than the Collective Bargaining Agreement, there is are no collective bargaining agreement agreements or other labor agreement agreements with any union, labor organization or employee association to which Seller or any of its Subsidiaries are a party covering any Business Employees. Section 3.14(b) of the Seller Disclosure Schedule sets forth each material memoranda or letter of understanding applicable to the Collective Bargaining Agreement. There are no employment agreements (other than the Collective Bargaining Agreement) governing the employment of any Business Employees. The Non-Represented Employees are employed at will. To the knowledge Knowledge of Seller, as (i) there are no grievances pending pursuant to the Collective Bargaining Agreement nor are there any unfair labor practice charges or complaints pending before any agency having jurisdiction over any of the date hereof, Business Employees and Seller has not received any notice that there are any union representation claims involving any of the Business Employees and (ii) there is no effort, activity or proceeding of any union, labor organization or employee association (or a representative thereof) to organize any Business Employees, in each case, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. As of the date hereof, (i) there There are no pending or, to the knowledge Knowledge of Seller, threatened, labor strikes, disputes, walkouts, work stoppages, slowdowns or lockouts with respect to Business Employees and (ii) there are no disputes with respect to the Business Employees Employees, except as would not reasonably be expected to be material to have, individually or in the Businessaggregate, taken as a wholeMaterial Adverse Effect. (c) Seller is and has been for the past 5 years in compliance in all material respects with all, and With respect to the knowledge ownership and operation of the Purchased Assets and the Business, Seller has complied with the WARN Act and it has no plans to undertake any action in the future that would trigger the WARN Act. (d) To the Seller’s Knowledge, is not all individuals characterized and treated by the Seller as consultants or contractors are properly treated as independent contractors under investigation with respect to and has not been threatened to be charged with or given notice of any material violation of any, all Applicable Laws pertaining to labor and employment and related to the ownership and operation of the Purchased Assets or the Business, including but except as would not limited to employment practices, terms and conditions of employment, payment of compensation, Contracts of employment, collective bargaining, non-discrimination and affirmative action, plant closing and mass layoff, family and medical leave, immigration, health and safety, wages and hours, payment of unemployment benefits and taxes and workers’ compensation, including but not limited to Title VII of the Civil Rights Act of 1964, the Equal Pay Act, Executive Order 11246 and its implementing regulations, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Worker Benefit Protection Act, the Family Medical Leave Act (“FMLA”), the Worker Adjustment and Retraining Notification Act (the “WARN Act”) and any similar Laws addressing plant closings or mass layoffs, ERISA, the Immigration Reform and Control Act of 1986, the Occupational Safety and Health Act of 1970 and its implementing regulations, as amended, and the National Labor Relations Act and the Code, in each case that would reasonably be expected to result in a material liability. Since January 1, 2005 to the date hereof, there has not been any material strike, work stoppage or slow-down. (d) Except as set forth on Section 3.14(d) of the Seller Disclosure Schedule, none of the Business Employees or any past employees of Seller or its Subsidiaries who were employed in the Business and located at the Facilities has a pending or, to the knowledge of Seller, threatened material claim against Seller or its Subsidiaries. Except as set forth on Section 3.14(d) of the Seller Disclosure Schedule, neither Seller nor any of its Subsidiaries has pending against it related to the Purchased Assets or the Business any material unfair labor practice charges or other material administrative charges, claims, grievances, actions, proceedings or lawsuits before any Governmental Authority or arbitrator arising under any Applicable Law governing employment. Except as set forth on Section 3.14(d) of the Seller Disclosure Schedule, neither Seller nor any of its Subsidiaries has received written or, to the knowledge of Seller, oral notice of intent of any Governmental Authority responsible for the enforcement of any labor or employment laws, regulations or executive orders to conduct an investigation or review with respect to Seller’s employment policies or practices that would reasonably be expected to result in a liability which would be material to the Business, taken as a whole. (e) Except as set forth on Section 3.14(e) of the Seller Disclosure Schedule, Seller has no employment agreement or other arrangement with any of the Business Employees that provide for anything other than at-will employment; and unless set forth on Section 3.14(e) of the Seller Disclosure Schedule, all Business Employees are terminable at will and no severance or other amounts are payable to such employees upon termination of employment, other than with respect to vested rights under applicable benefit plans. Any material Contract relating to the employment of any Business Employee pursuant to which Seller or any of its Subsidiaries is or may become obligated to make any material severance, termination, change of control, bonus or relocation payment is included on Section 3.14(e) of the Seller Disclosure Schedule. Except with respect to All wages, severance, employee benefits commissions, incentive pay and other employment related obligations accrued bonuses earned and payable to Business Employees for services performed on or prior to the Execution Date have been paid in full or will be paid as soon as reasonably practicable hereafter and there are no outstanding agreements, understandings or commitments of Seller, except as provided in the Ordinary Course of BusinessSeller Plans, Seller is not indebted with respect to any wages, severance, commissions, incentive pay, bonuses or a creditor of any Business Employee. Neither Seller nor any of its Subsidiaries is increases in material breach of any existing employment or independent contractor Contract related to the Business and, as of the date hereof, has not received written notice that any management-level Business Employee intends to terminate his or her employment with Seller, whether in connection with this transaction or notcompensation.