Employees; Labor Matters. (a) Section 3.15(a) of the Disclosure Schedule contains: (i) a list of all full-time, part-time and per diem employees of Seller or Tribune, as applicable, or one of their respective Subsidiaries as of the date of this Agreement whose employment relates exclusively to the Business; and (ii) the current rate of annual base salary provided by Seller or Tribune, as applicable, or any of their respective Subsidiaries to such employees as of the date hereof. (b) Except as set forth in Section 3.15(b) of the Disclosure Schedule and in respect of the Business or any of the Employees, (i) neither Seller or Tribune, as applicable, nor any of their respective Subsidiaries is a party to or bound by any material collective bargaining agreement or other material Contract with any labor union or labor organization (each, a “Collective Bargaining Agreement”), (ii) since January 1, 2016, no labor union, labor organization, or group of employees of Seller or Tribune, as applicable, or any of their respective Subsidiaries has made a demand for recognition or certification, and there are no, and since January 1, 2016 there have not been any, representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority with respect to any individuals employed by Seller or Tribune, as applicable, or any of their respective Subsidiaries and (iii) except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no ongoing or threatened union organization or decertification activities relating to employees of Seller or Tribune, as applicable, or any of their respective Subsidiaries, and no such activities have occurred since January 1, 2016. (c) There is no pending or, to the Knowledge of Seller, threatened strike or labor dispute against or involving the Stations or any Employee except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There is no unfair labor practice, complaint or grievance or other administrative or judicial complaint, charge, action or investigation pending or, to the Knowledge of Seller, threatened in writing against Seller or Tribune, as applicable, or any of their respective Subsidiaries by or before the National Labor Relations Board or any other Governmental Authority with respect to any present or former Employee or independent contractor of the Business that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Seller, Tribune and their respective Subsidiaries, in respect of the Business and the Employees, have complied in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, immigration, and the collection and payment of withholding and/or social security Taxes. (e) Since January 1, 2016, neither Seller nor Tribune, as applicable, nor any of their respective Subsidiaries, has implemented any employee layoffs or plant closures with respect to the Business that did not comply in all material respects with all notice and payment obligations under the Worker Adjustment and Retraining and Notification Act of 1988, 29 U.S.C. § 2101, et seq., as amended or any similar foreign, state or local law.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Nexstar Media Group, Inc.), Asset Purchase Agreement (E.W. SCRIPPS Co)
Employees; Labor Matters. (a) Section 3.15(a) Neither the Company nor any of the Disclosure Schedule contains: (i) Company Subsidiaries is a list of all full-timeparty to, part-time and per diem employees of Seller or Tribunebound by or, as applicable, or one of their respective Subsidiaries as of the date of this Agreement whose employment relates exclusively Agreement, engaged in ongoing negotiations with respect to the Business; and (ii) the current rate of annual base salary provided by Seller or Tribune, as applicable, or any of their respective Subsidiaries to such employees as of the date hereof.
(b) Except as set forth in Section 3.15(b) of the Disclosure Schedule and in respect of the Business or any of the Employees, (i) neither Seller or Tribune, as applicable, nor any of their respective Subsidiaries is a party to or bound by any material collective bargaining agreement or other material Contract similar Contract, arrangement or understanding with any labor union or labor organization organization, and, as of the date hereof, there are no labor unions or other organizations representing, or, to the knowledge of the Company, purporting to represent or attempting to represent, any employees of the Company or any of the Company Subsidiaries in their capacity as such.
(each, a “Collective Bargaining Agreement”), (iib) since Since January 1, 20162019, no labor unionthere has not occurred or, labor organizationto the knowledge of the Company, been threatened any strike, slowdown, work stoppage, concerted refusal to work overtime, lockout, or group of employees of Seller other material labor dispute against or Tribune, as applicable, affecting the Company or any of their respective the Company Subsidiaries has made a demand for recognition or, to the knowledge of the Company, any union organizing campaign or certification, and there are no, and since January 1, 2016 there have not been any, representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority activity with respect to any individuals employed by Seller or Tribune, as applicable, employees of the Company or any of their respective Subsidiaries and (iii) except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no ongoing or threatened union organization or decertification activities relating to employees of Seller or Tribune, as applicable, or any of their respective Company Subsidiaries, and no such activities have occurred since January 1in each case, 2016.
(c) There is no pending or, to the Knowledge of Seller, threatened strike or labor dispute against or involving the Stations or any Employee except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There is no unfair labor practice, complaint or grievance or other administrative or judicial complaint, charge, action or investigation pending or, to the Knowledge of Seller, threatened in writing against Seller or Tribune, as applicable, or any of their respective Subsidiaries by or before the National Labor Relations Board or any other Governmental Authority with respect to any present or former Employee or independent contractor of the Business that has had or which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(d) Except as . There are no, and since January 1, 2019, have been no, labor grievances, labor arbitrations, unfair labor practice charges or other labor-related litigation, and there is, and since January 1, 2019, has been, no representation petition pending or, to the knowledge of the Company, threatened in writing with respect to any employee of the Company or any of the Company Subsidiaries, in each case, which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, Seller, Tribune and their respective Subsidiaries, in respect of the Business .
(c) The Company and the EmployeesCompany Subsidiaries are, and since January 1, 2019, have complied been in all material respects compliance with all applicable Laws relating to respecting labor, employment of laborand employment practices, including all Laws respecting terms and conditions of employment, occupational health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees under the Fair Labor Standards Act and any applicable Laws relating to wagesstate or local Laws), hoursimmigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), collective bargainingharassment, employment discriminationdiscrimination or retaliation, civil rightswhistleblowing, safety disability rights or benefits, equal opportunity, child labor, plant closures and healthlayoffs, employee trainings and notices, workers’ compensation, pay equitylabor relations, classification of employeesemployee leave issues, immigrationCOVID-19, affirmative action and unemployment insurance, except where the collection and payment of withholding and/or social security Taxesfailure to comply would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(ed) Since January 1The Company has provided to Parent, 2016, neither Seller nor Tribune, as applicable, nor any of their respective Subsidiaries, has implemented any employee layoffs or plant closures with respect to each officer or employee of the Business that did not comply in all material respects with all notice and payment obligations under the Worker Adjustment and Retraining and Notification Act of 1988, 29 U.S.C. § 2101, et seq., as amended Company or any similar foreignof the Company Subsidiaries, state a good faith estimate (based on the assumptions stated therein) of the aggregate amount of payments that, if such officer or local lawemployee were terminated without “Cause” by the Company or any Company Subsidiary immediately after the Effective Time in accordance with Section 6.6, the Company or any Company Subsidiary would be obligated to make to such officer or employee upon his or her termination of employment (excluding, for the avoidance of doubt, any payments relating to Options or Restricted Stock Awards of such officer or employee).
Appears in 2 contracts
Samples: Merger Agreement (Industrial Logistics Properties Trust), Merger Agreement (Monmouth Real Estate Investment Corp)
Employees; Labor Matters. (a) Section 3.15(a) of the Disclosure Schedule contains: (i) a list of all full-time, part-time and per diem employees of Seller or Tribune, as applicable, or one of their respective Subsidiaries as of the date of this Agreement whose employment relates exclusively to the Business; and (ii) the current rate of annual base salary provided by Seller or Tribune, as applicable, or any of their respective Subsidiaries to such employees as of the date hereof.
(b) Except as set forth in Section 3.15(b3.17(a) of the Company Disclosure Schedule and in respect of the Business or any of the EmployeesLetter, (i) neither Seller or TribuneMatrix, as applicable, the Company nor any of their respective Subsidiaries SpinCo Entity is a party to or bound by any material collective bargaining agreement or other material Contract with any labor union or labor organization with respect to any employees of the SpinCo Business (each, a “Collective Bargaining Agreement”), which each such Collective Bargaining Agreement is set forth on Section 3.17(a) of the Company Disclosure Letter, (ii) since January 1, 20162019, no labor union, labor organization, or group of employees of Seller or Tribune, as applicable, or any of their respective Subsidiaries the SpinCo Business has made a demand for recognition or certification, and there are noare, and since January 1, 2016 there 2019 have not been anybeen, no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority with respect to any individuals employed by Seller or Tribune, as applicable, or any employees of their respective Subsidiaries the SpinCo Business and (iii) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no ongoing or threatened union organization or decertification activities relating to employees of Seller or Tribune, as applicable, or any of their respective Subsidiaries, the SpinCo Business and no such activities have occurred since January 1, 2016.
(c) There is no pending 2019. Since January 1, 2019, there has not occurred or, to the Knowledge of Sellerthe Company, been threatened any strike or any slowdown, work stoppage, concerted refusal to work overtime or other similar labor activity, union organizing campaign, or labor dispute against or involving employees of the Stations or any Employee SpinCo Business, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is no no, and since January 1, 2019 there has not been any, unfair labor practice, practice complaint or grievance or other administrative or judicial complaint, charge, action or investigation pending or, to the Knowledge of Sellerthe Company, threatened in writing against Seller Matrix, the Company, any SpinCo Entity or Tribune, as applicable, or any of their respective Subsidiaries the SpinCo Business by or before the National Labor Relations Board or any other Governmental Authority with respect to any present or former Employee employee or independent contractor of the SpinCo Business that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(db) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, Sellersince January 1, Tribune and their respective Subsidiaries2019, in respect of Matrix, the Business Company and the Employees, SpinCo Entities and the SpinCo Business have complied in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, immigration, and the collection and payment of withholding and/or social security Taxes.
(ec) The Company has made available to Parent a correct and complete list identifying all Employees, including their (i) employee identification numbers; (ii) job titles; (iii) dates of hire; (iv) current rates of compensation (including base salary or wage rate), if applicable; (v) 2021 bonus targets (percentages and amounts); (vi) work locations; (vii) leave of absence status; (viii) adjusted hire date; (ix) whether covered by a Collective Bargaining Agreement and (x) whether full-time or part-time.
(d) Since January 1, 20162018, neither Seller nor Tribune, as applicable, the Company nor any of their respective Subsidiaries, SpinCo Entity has implemented any employee layoffs or plant closures with respect to the Business that did not comply in all material respects with all applicable notice and payment obligations under the Worker Adjustment and Retraining and Notification Act of 1988, 29 U.S.C. U.S.C § 21012 101, et et. seq., as amended amended, or any similar foreign, state or local law.
(e) The Company has made available to Parent a correct and complete list identifying each natural person or entity who has performed services for any SpinCo Entity as an independent contractor between January 1, 2021 and September 23, 2021, including (i) the name of such independent contractor, (ii) the total amount paid to such independent contractor in that period, and (iii) a description of such independent contractor’s services for the Company.
(f) Since January 1, 2018, Matrix, the Company and the SpinCo Business have been in material compliance with Laws regarding classification of independent contractors who primarily provide, or provided, services to the SpinCo Business. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no current or former independent contractor who primarily provides, or provided, services to the SpinCo Business could reasonably be deemed to be a misclassified employee.
(g) The Company, the SpinCo Entities and the SpinCo Business are and have at all relevant times been in compliance in all material respects, with applicable COVID-19 related state or local leave requirements; and to the extent that employees of the SpinCo Business have been granted paid sick leave or paid family leave under any such state or local leave requirements, the Company has obtained and retained all required documentation required to substantiate eligibility for sick leave or family leave tax credits, to the extent applicable. Matrix, the Company and their respective Subsidiaries have complied with all applicable COVID-19 Measures in all material respects, and have complied in all material respects with applicable COVID-19 related Laws.
Appears in 2 contracts
Samples: Merger Agreement (Meredith Corp), Merger Agreement (IAC/InterActiveCorp)
Employees; Labor Matters. (a) Section 3.15(a) Except as set forth on Schedule 2.11(a)(i), Seller has complied in all material respects with all labor and employment laws, rules and regulations applicable to the Stations’ business, including those which relate to wages, hours, terms and conditions of employment, discrimination in employment and collective bargaining, equal opportunity, harassment, immigration, disability, workers’ compensation, unemployment compensation, occupational health and safety and the collection and payment of withholding. Except as set forth on Schedule 2.11(a)(i), there is, and since January 1, 2010 there has been, no unfair labor practice charge against Seller in respect of the Disclosure Business pending or, to Seller’s knowledge, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal, nor has any written complaint pertaining to any such charge or potential charge been delivered to Seller, and there is no strike, dispute, request for representation, slowdown or stoppage pending or, to Seller’s knowledge, threatened in respect of the Business. Except as set forth on Schedule contains: (i) 1.1(d), Seller is not party to any collective bargaining, union or similar agreement with respect to the Station Employees, and, to Seller’s knowledge, no union represents or claims to represent or is attempting to organize such employees. Except as set forth on Schedule 2.11(a)(ii), no liability may be imposed upon a list cessation of all full-time, part-time and per diem employees of Seller or Tribune, as applicablereduction in contributions to, or one of their respective Subsidiaries as of the date of this Agreement whose employment relates exclusively to the Business; and (ii) the current rate of annual base salary provided by Seller upon any complete or Tribunepartial withdrawal from, as applicable, or any of their respective Subsidiaries to such employees as of the date hereofmultiemployer plan covering Station Employees.
(b) Except as set forth in Section 3.15(b) of the Disclosure on Schedule and in respect of the Business or any of the Employees, (i) neither Seller or Tribune, as applicable, nor any of their respective Subsidiaries is a party to or bound by any material collective bargaining agreement or other material Contract with any labor union or labor organization (each, a “Collective Bargaining Agreement”2.11(b), (ii) since January 1, 2016, no labor union, labor organization, or group of employees of Seller or Tribune, as applicable, or any of their respective Subsidiaries has made a demand for recognition or certification, and there are no, and since January 1, 2016 there have not been any, representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened is in writing to be brought or filed compliance with the National Labor Relations Board or any other labor relations tribunal or authority with respect to any individuals employed by Seller or Tribune, as applicable, or any of their respective Subsidiaries and (iii) except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no ongoing or threatened union organization or decertification activities relating to employees of Seller or Tribune, as applicable, or any of their respective Subsidiaries, and no such activities have occurred since January 1, 2016.
(c) There is no pending or, its obligations pursuant to the Knowledge of Seller, threatened strike or labor dispute against or involving the Stations or any Employee except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There is no unfair labor practice, complaint or grievance or other administrative or judicial complaint, charge, action or investigation pending or, to the Knowledge of Seller, threatened in writing against Seller or Tribune, as applicable, or any of their respective Subsidiaries by or before the National Labor Relations Board or any other Governmental Authority with respect to any present or former Employee or independent contractor of the Business that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Seller, Tribune and their respective Subsidiaries, in respect of the Business and the Employees, have complied in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, immigration, and the collection and payment of withholding and/or social security Taxes.
(e) Since January 1, 2016, neither Seller nor Tribune, as applicable, nor any of their respective Subsidiaries, has implemented any employee layoffs or plant closures with respect to the Business that did not comply in all material respects with all notice and payment obligations under the Worker U.S. Workers Adjustment and Retraining and Notification Act of 1988and the rules and regulations issued thereunder and any similar applicable law (the “WARN Act”) and all other notification and bargaining obligations arising under any collective bargaining agreement, 29 U.S.C. § 2101statute or otherwise, et seq., as amended in each case to the extent affecting in whole or any similar foreignpart of any site of employment, state facility, operating unit or local lawemployee of Seller.
Appears in 1 contract
Employees; Labor Matters. (a) Section 3.15(a) of the Disclosure Schedule contains: (i) a list of all full-time, part-time and per diem employees of Seller or Tribune, as applicable, or one of their respective Subsidiaries as of the date of this Agreement whose employment relates exclusively to the Business; and (ii) the current rate of annual base salary provided by Seller or Tribune, as applicable, or any of their respective Subsidiaries to such employees as of the date hereof.
(b) Except as set forth in Section 3.15(b3.18(a) of the Company Disclosure Schedule and in respect of the Business or any of the EmployeesLetter, (i) neither Seller or Tribune, as applicable, the Company nor any of their respective its Subsidiaries is a party to or bound by any material collective bargaining agreement or other material Contract with any labor union or labor organization (each, a “Collective Bargaining Agreement”), which each such Collective Bargaining Agreement is set forth on Section 3.18(a) of the Company Disclosure Letter, (ii) since January 1, 20162019, no labor union, labor organization, or group of employees of Seller or Tribune, as applicable, or any of their respective Subsidiaries RemainCo Employees has made a demand for recognition or certification, and there are noare, and since January 1, 2016 there 2019 have not been anybeen, no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority with respect to any individuals employed by Seller or Tribune, as applicable, or any of their respective Subsidiaries RemainCo Employee and (iii) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no ongoing or threatened union organization or decertification activities relating to employees of Seller or Tribune, as applicable, or any of their respective Subsidiaries, RemainCo Employees and no such activities have occurred since January 1, 2016.
(c) There is no pending 2019. Since January 1, 2019, there has not occurred or, to the Knowledge of Sellerthe Company, been threatened any strike or any slowdown, work stoppage, concerted refusal to work overtime or other similar labor activity, union organizing campaign, or labor dispute against or involving the Stations Company or any Employee of its Subsidiaries, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect and except as disclosed on Section 3.18(a) of the Company Disclosure Letter. There is is, and since January 1, 2019 there has been, no unfair labor practice, practice complaint or grievance or other administrative or judicial complaint, charge, action or investigation pending or, to the Knowledge of Sellerthe Company, threatened in writing against Seller or Tribune, as applicable, RemainCo or any of their respective the RemainCo Subsidiaries by or before the National Labor Relations Board or any other Governmental Authority with respect to any present or former RemainCo Employee or independent contractor of the Business that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(db) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, Seller, Tribune and their respective Subsidiaries, in respect except as disclosed on Section 3.18(b) of the Business and Company Disclosure Letter with regard to the RemainCo Employees, since January 1, 2019, the Company and its Subsidiaries have complied in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, immigration, and the collection and payment of withholding and/or social security Taxes.
(ec) The Company has made available to Parent a correct and complete list identifying all RemainCo Employees, including their (i) employee identification numbers; (ii) job titles; (iii) dates of hire; (iv) current rates of compensation (including base salary or wage rate); (v) 2021 bonus targets (percentages and amounts); (vi) work locations; (vii) leave of absence status; (viii) adjusted hire date; (ix) whether covered by a Collective Bargaining Agreement and (x) whether full-time or part-time.
(d) Since January 1, 20162018, neither Seller nor Tribune, as applicable, the Company nor any of their respective Subsidiaries, its Subsidiaries has implemented any employee layoffs or plant closures with respect to the Business that did not comply in all material respects with all applicable notice and payment obligations under the Worker Adjustment and Retraining and Notification Act of 1988, 29 U.S.C. U.S.C § 21012 101, et et. seq., as amended amended, or any similar foreign, state or local law.
(e) The Company has made available to Parent a correct and complete list identifying each person or entity who has performed services as an independent contractor of the Company or any of its Subsidiaries between July 1, 2020 and the date of this Agreement, including (i) the name of such independent contractor (ii) each of the invoices submitted by such independent contractor between July 1, 2020 and the date of this Agreement and the amount of such invoice; and (iii) a description of such independent contractor’s services for the Company.
(f) Since January 1, 2018, the Company has been in material compliance with Laws regarding classification of independent contractors who primarily provide, or provided, services to the RemainCo Business. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no current or former independent contractor who primarily provides, or provided, services to the RemainCo Business, could reasonably be deemed to be a misclassified employee.
(g) The Company and the Subsidiaries are and have at all relevant times been in compliance in all material respects, with respect to RemainCo Employees, with the paid and unpaid leave requirements of the Families First Coronavirus Response Act (“FFCRA”) and any similar state or local leave requirements; and to the extent that RemainCo Employees have been granted paid sick leave or paid family leave under the FFCRA or any similar state or local leave requirements, the Company has obtained and retained all required documentation required to substantiate eligibility for sick leave or family leave tax credits. The Company and the Subsidiaries have complied with all COVID-19 Measures in all material respects, and have made commercially reasonable efforts to comply with all applicable guidance published by a Governmental Authority in all material respects, in each case concerning workplace practices relating to COVID-19.
Appears in 1 contract
Employees; Labor Matters. (a) Section 3.15(a) of the Disclosure Schedule contains: (i) 2.20 sets forth a complete and accurate list of all full-timeEmployees (other than Xxxxxx Xxxxxxx, part-time and per diem Xxxxxx Wiebye, Xxxxxxx X'Xxxxx, Xxxxxxx Xxxxxxxx, Xxxx Conboye, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx Xxxxxx, who are currently, or on the Effective Date will become, employees of Seller the Seller) showing for each: name, date of hire, current job title or Tribunedescription, as applicablecurrent salary level and any bonus, commission or one of their respective Subsidiaries as other remuneration paid during the most recently completed fiscal year. The Company is not delinquent in payments to any of the date of this Agreement whose employment relates exclusively Employees for any wages, salaries, commissions, bonuses, severance, termination pay or other direct compensation for any services performed for the Business to the Business; and (ii) the current rate of annual base salary provided by Seller date hereof or Tribune, as applicable, or any of their respective Subsidiaries amounts required to be reimbursed to such employees as of the date hereof.
(b) employees. Except as set forth on Schedule 2.20 hereto, there is no policy, practice, plan or program of paying severance pay or any form of severance compensation in Section 3.15(b) connection with the termination of employment of Employees, and the consummation of the Disclosure Schedule transactions contemplated by this Agreement will not (either alone or together with any other acts or events) result in any payment, benefit or other right becoming due to any current or former Employee, nor accelerate the timing or vesting of any such payment, benefit or right, nor otherwise increase the amount of compensation due to any such person. The Company is in material compliance with all applicable laws and regulations respecting labor, employment, labor and union relations, fair employment practices, safety and health, terms and conditions of employment, and wages and hours, in respect of the Business or any of each instance relating to the Employees, (i) neither Seller or Tribune, as applicable, nor except to the extent that any of their respective Subsidiaries is a party to or bound by any material collective bargaining agreement or other material Contract with any labor union or labor organization (each, a “Collective Bargaining Agreement”), (ii) since January 1, 2016, no labor union, labor organization, or group of employees of Seller or Tribune, as applicable, or any of their respective Subsidiaries has made a demand for recognition or certification, and there are no, and since January 1, 2016 there have not been any, representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority with respect to any individuals employed by Seller or Tribune, as applicable, or any of their respective Subsidiaries and (iii) except as such non-compliance would not in the aggregate reasonably be expected to have, individually or in the aggregate, have a Material Adverse EffectEffect on the Business. Except as set forth on Schedule 2.20, there are no ongoing charges of employment discrimination or threatened union organization or decertification activities unfair labor practices relating to employees any of Seller or Tribunethe Employees have been brought against the Company, as applicablenor are there any strikes, slowdowns, stoppages of work, or any other concerted interference with normal operations of their respective Subsidiariesthe Business existing, and no such activities have occurred since January 1pending, 2016.
(c) There is no pending or, to the Knowledge of Seller, threatened strike or labor dispute against or involving the Stations Business. Except as set forth on Schedule 2.20 attached hereto, the Company has not received notice of any impending, strikes, slowdowns, concerted interference with normal operations of the Business or any Employee except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There is no unfair labor practice, complaint or grievance or other administrative or judicial complaint, charge, action or investigation pending or, union organization activities relating to the Knowledge of SellerEmployees. Except as set forth on Schedule 2.20 hereto, threatened in writing there are no grievances, complaints or charges that have been filed and are currently pending against Seller or Tribune, as applicable, or any of their respective Subsidiaries by or before the National Labor Relations Board or any other Governmental Authority Company with respect to any present current or former Employee or independent contractor employees of the Business that has had or would reasonably be expected to haveunder any dispute resolution procedure (including, individually or in the aggregatebut not limited to, a Material Adverse Effect.
(d) any proceedings under any dispute resolution procedure under any collective bargaining agreement). Except as would not reasonably set forth on Schedule 2.20 hereto, no collective bargaining agreements are in effect or are currently being or are about to be expected to have, individually or in negotiated by the aggregate, a Material Adverse Effect, Seller, Tribune and their respective Subsidiaries, in respect of the Business and the Employees, have complied in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, immigration, and the collection and payment of withholding and/or social security Taxes.
(e) Since January 1, 2016, neither Seller nor Tribune, as applicable, nor any of their respective Subsidiaries, has implemented any employee layoffs or plant closures Company with respect to the Business that did not comply in all material respects with all notice and payment obligations under the Worker Adjustment and Retraining and Notification Act of 1988, 29 U.S.C. § 2101, et seqEmployees., as amended or any similar foreign, state or local law.
Appears in 1 contract
