Employees, Labor Matters, etc. (a) Except as set forth on Schedule 2.14(a), during the period commencing June 30, 1995, the Company and its Subsidiaries have not experienced any collective labor dispute, strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or collective resignation, and there is no complaint pending or threatened against the Company or its Subsidiaries by any of their respective past or present employees, trade unions or other representative labor bodies, which could have or result in a Material Adverse Effect. (b) Schedule 2.14(b) sets forth a true and complete list of all collective bargaining agreements and other company labor agreements applicable to the Company and each of its Subsidiaries, respectively (all of such agreements being hereinafter collectively referred to as the "Collective Labor Agreements"). True and complete copies of all such Collective Labor Agreements have been delivered to the Buyer. The Company and its Subsidiaries have complied, in all respects, with all applicable laws and regulations pertaining to the employment or termination of employment of their respective past or present employees, including, without limitation, all such laws and regulations relating to labor relations, prohibition of discrimination and safety and health of employees, as well as with the Collective Labor Agreements, except for any failure so to comply that, both individually and in the aggregate, could not have or result in a Material Adverse Effect. The Company and its Subsidiaries have, pursuant to applicable laws and regulations, and the Collective Labor Agreements, paid in full all wages, salaries, bonuses, vacation pay and other direct and indirect compensation earned by, or otherwise due and payable to, all current and former employees and managers of the Company and its Subsidiaries. (c) The Company and the Subsidiaries have complied with all requirements pursuant to applicable laws and regulations, and the Collective Labor Agreements, with
Appears in 1 contract
Samples: Stock Purchase Agreement (Fisher Scientific International Inc)
Employees, Labor Matters, etc. (a) Except as set forth on Schedule 2.14(a)The Company is not and none of the Subsidiaries is a party to or bound by any collective bargaining or other labor agreement with or relating to any of its employees, during the period commencing June 30, 1995, and there are no labor unions or other organizations representing any employees of the Company and its Subsidiaries have not experienced or any collective labor dispute, Subsidiary. No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or collective resignationother similar labor activity with respect to any of the Company's or any Subsidiary's employees has occurred or been threatened during the five (5) year period immediately preceding the date hereof. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation, and there is no complaint representation petition pending or or, to the Knowledge of Sellers, threatened against with respect to any employees of the Company or its Subsidiaries by any of their respective past or present employees, trade unions or other representative labor bodies, which could have or result in a Material Adverse EffectSubsidiary.
(b) Schedule 2.14(bSection 3.8(b) of the Disclosure Schedules sets forth a true the salaries and complete list wages payable to each of all collective bargaining agreements the Company's and other company labor agreements applicable each Subsidiary's employees immediately prior to the date hereof and all bonus payments made or to be made to any of such employees since December 31, 1998 which were outside the ordinary course of business or inconsistent with past practice of the Company and the Subsidiaries. Other than the Contracts referenced in Section 3.13(a)(viii) of the Disclosure Schedules, the Company is not and none of the Subsidiaries is a party to any Contracts relating to any employment, severance, change in control, consulting, commission, agency or representative arrangements and all of the Company's and its Subsidiary's employees are employees at will.
(c) The Company and each of its Subsidiaries, respectively (all of such agreements being hereinafter collectively referred to as the "Collective Labor Agreements"). True and complete copies of all such Collective Labor Agreements have been delivered to the Buyer. The Company and its Subsidiaries have complied, in all respects, has complied with all applicable laws and regulations Laws pertaining to the employment or termination of employment of their respective past or present its employees, including, without limitation, all such laws and regulations Laws relating to labor relations, prohibition of equal employment opportunities, fair employment practices, immigration, prohibited discrimination and safety and health of employees, as well as with the Collective Labor Agreements, except for any failure so to comply that, both individually and in the aggregate, could not have or result in a Material Adverse Effect. The Company and its Subsidiaries have, pursuant to applicable laws and regulations, and the Collective Labor Agreements, paid in full all wages, salaries, bonuses, vacation pay distinction and other direct and indirect compensation earned by, or otherwise due and payable to, all current and former employees and managers of the Company and its Subsidiariessimilar employment activities.
(c) The Company and the Subsidiaries have complied with all requirements pursuant to applicable laws and regulations, and the Collective Labor Agreements, with
Appears in 1 contract
Employees, Labor Matters, etc. (a) Except as set forth on Schedule 2.14(a), during the period commencing June 30, 1995, the Company and its Subsidiaries have not experienced any collective labor dispute, strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or collective resignation, and there is no complaint pending or threatened against the Company or its Subsidiaries by any of their respective past or present employees, trade unions or other representative labor bodies, which could have or result in a Material Adverse Effect.
(b) Schedule 2.14(b) sets forth a true and complete list of all collective bargaining agreements and other company labor agreements applicable to the Company and each of its Subsidiaries, respectively (all of such agreements being hereinafter collectively referred to as the "Collective Labor Agreements"). True and complete copies of all such Collective Labor Agreements have been delivered to the Buyer. The Company and its Subsidiaries have complied, in all respects, with all applicable laws and regulations pertaining to the employment or termination of employment of their respective past or present employees, including, without limitation, all such laws and regulations relating to labor relations, prohibition of discrimination and safety and health of employeesemployees (except as set forth in Schedule 2.14(b)), as well as with the Collective Labor Agreements, except for any failure so to comply that, both individually and in the aggregate, could not have or result in a Material Adverse Effect. The Company and its Subsidiaries have, pursuant to applicable laws and regulations, and the Collective Labor Agreements, paid in full all wages, salaries, bonuses, vacation pay and other direct and indirect compensation earned by, or otherwise due and payable to, all current and former employees and managers of the Company and its Subsidiaries.
(c) The Company and the Subsidiaries have complied with all requirements pursuant to applicable laws and regulations, and the Collective Labor Agreements, withwith respect to employee representation, including those provisions relating to the organization of elections for a workers' council (comite d'entreprise) and the election of employee representatives (delegues du personnel). To the extent that there is no workers' council and/or no employee representative due to the absence of candidates, the Company and its Subsidiaries have full documentation of such absence of candidates (constat de carence) and these have been filed in compliance with applicable labor laws and regulations.
(d) Except as set forth on Schedule 2.14(d), no employment agreement in effect with the Company or a Subsidiary contains provisions regarding employment compensation, advance notice of departure or departure payments in excess of those required by the relevant laws and regulations and the Collective Labor Agreements. Except the plans provided for by applicable laws and regula- tions, or the Collective Labor Agreements, the Company and its Subsidiaries do not maintain any other pension schemes or profit-sharing plans, or any other employee benefit plans, and are not required to contribute to any such plans. Except as set forth on Schedule 2.14(d), there exists, as of the date hereof, no obligation with respect to current and former managers (mandataires sociaux) of the Company and its Subsidiaries;
Appears in 1 contract
Samples: Stock Purchase Agreement (Fisher Scientific International Inc)
Employees, Labor Matters, etc. (a) Except Neither the Company nor any of its Subsidiaries is a party to or is otherwise bound by any CBA, and there are no labor unions or other organizations or groups representing, purporting to represent or attempting to represent any employees of the Company or any of its Subsidiaries, except, in each case, as set forth on Schedule 2.14(a), during the period commencing June 30, 1995, Section 4.14 of the Company and Disclosure Letter. To the Knowledge of the Company, since January 1, 2018, there have been no actual, pending or threatened labor organizing activities with respect to any employee of the Company or any of its Subsidiaries have not experienced any collective labor disputeSubsidiaries. Since January 1, 2018, there has been no pending or, to the Knowledge of the Company, threatened strike, slowdown, picketing, work stoppage, concerted refusal lockout, handbilling, unfair labor practice charge, labor grievance, labor arbitration or other similar labor activity or material labor dispute with respect to work overtime or collective resignation, and there is no complaint pending or threatened against any employees of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries by has any notice or consultation obligations to any labor union, labor organization or works council, which is representing any employee of the Company or any of their respective past its Subsidiaries, in connection with the execution of this Agreement or present employees, trade unions or other representative labor bodies, which could have or result in a Material Adverse Effectthe consummation of the transactions contemplated by this Agreement.
(b) Schedule 2.14(b) sets forth Except as would not reasonably be expected to, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a true and complete list of all collective bargaining agreements and other company labor agreements applicable to whole, the Company and each of its SubsidiariesSubsidiaries is, respectively (all of such agreements being hereinafter collectively referred to as the "Collective Labor Agreements"). True and complete copies of all such Collective Labor Agreements have been delivered to the Buyer. The Company and its Subsidiaries have compliedsince January 1, 2018 has been, in all respects, compliance with all applicable laws Laws respecting labor, employment, and regulations pertaining to employment practices, including all Laws respecting terms and conditions of employment, employee and independent contractor classification, wages and hours, health and safety, immigration (including the employment completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), harassment, discrimination or termination retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of employment of their respective past 1988, as amended, or present employeesany similar Laws), includingemployee trainings and notices, without limitationworkers’ compensation, all such laws and regulations relating to labor relations, prohibition of discrimination employee leave issues, COVID-19, affirmative action and safety and health of employees, as well as with the Collective Labor Agreements, except for any failure so to comply that, both individually and in the aggregate, could not have or result in a Material Adverse Effect. The Company and its Subsidiaries have, pursuant to applicable laws and regulations, and the Collective Labor Agreements, paid in full all wages, salaries, bonuses, vacation pay and other direct and indirect compensation earned by, or otherwise due and payable to, all current and former employees and managers of the Company and its Subsidiariesunemployment insurance.
(c) The Company and each of its Subsidiaries has reasonably investigated all sexual harassment, or other discrimination, retaliation or policy violation allegations of which it is aware. With respect to each such allegation with potential merit, the Company and each of its Subsidiaries have complied (as applicable) has taken prompt corrective action that is reasonably calculated to prevent further improper action.
(d) To the Knowledge of the Company, no current or former employee or independent contractor of the Company or its Subsidiaries is in any material respect in violation of any term of any employment agreement or any fiduciary duty or restrictive covenant or obligation owed to the Company or its Subsidiaries.
(e) The performance goals with all requirements pursuant respect to applicable laws and regulations, the performance-based Company Options and the Collective Labor Agreements, withperformance-based Company RSUs set forth on Attachment #1 to Section 4.5(a) of the Company Disclosure Letter are unlikely to be met and such performance-based Company Options and performance-based Company RSUs are cancelled and forfeited for no consideration in accordance with their terms at the end of the applicable performance period if the applicable performance goals are not met by the end of the applicable performance period.
Appears in 1 contract
Employees, Labor Matters, etc. (a) Except as set forth on Schedule 2.14(a), during None of the period commencing June 30, 1995, the Company and its Subsidiaries have not experienced Hatteras Group members is a party to or bound by any collective bargaining agreement and, to the knowledge of the Hatteras Sellers, there are no labor disputeunions, works councils or other organizations currently representing, purporting to represent or attempting to represent any employee of the Hatteras Group. Since January 1, 2010, no strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or collective resignationother similar labor activity has occurred, been threatened or, to the knowledge of the Hatteras Sellers, is anticipated with respect to any employee of the Hatteras Group. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation, to the knowledge of the Hatteras Sellers, and there is no complaint pending representation petition pending, threatened or threatened against anticipated with respect to any employee of the Company or its Subsidiaries by Hatteras Group. No Hatteras Group member has engaged in any unfair labor practices within the meaning of their respective past or present employeesthe National Labor Relations Act since January 1, trade unions or other representative labor bodies, which could have or result in a Material Adverse Effect.
(b) Schedule 2.14(b) sets forth a true and complete list of all collective bargaining agreements and other company labor agreements applicable to the Company and each of its Subsidiaries, respectively (all of such agreements being hereinafter collectively referred to as the "Collective Labor Agreements"). True and complete copies of all such Collective Labor Agreements have been delivered to the Buyer2010. The Company and its Subsidiaries have complied, Hatteras Group members are in compliance in all respects, material respects with all applicable laws and regulations pertaining to the employment or termination of employment of their respective past or present employees, including, without limitation, all such laws and regulations Applicable Laws relating to labor relationsemployment and employment practices, prohibition workers’ compensation, terms and conditions of discrimination employment, worker safety, wages and safety and health of employeeshours, as well as with the Collective Labor Agreementscivil rights, except for any failure so to comply thatdiscrimination, both individually and in the aggregateimmigration, could not have or result in a Material Adverse Effect. The Company and its Subsidiaries have, pursuant to applicable laws and regulationscollective bargaining, and the Collective Labor AgreementsWorker Adjustment and Retraining Nxxxxxxxxxxx Xxx, paid 00 X.X.X. §0000 et seq. and the regulations promulgated thereunder. Except as set forth in full all wagesSchedule 4.24, salariessince January 1, bonuses2010, vacation pay and other direct and indirect compensation earned bythere have been no claims of harassment, discrimination, retaliatory act or similar actions filed with any court or governmental agency against any employee, officer or director of the Hatteras Group members that are still pending or unresolved. To the knowledge of the Hatteras Sellers, no employee of any Hatteras Group member is in any material respects in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or otherwise due and payable to, all current and any restrictive covenant to a former employees and managers employer relating to the right of any such employee to be employed by the Hatteras Group member because of the Company and its Subsidiariesnature of the business conducted by the Hatteras Group member or to the use of trade secrets or proprietary information of others.
(c) The Company and the Subsidiaries have complied with all requirements pursuant to applicable laws and regulations, and the Collective Labor Agreements, with
Appears in 1 contract
