Employees; Labor Relations. (a) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, (i) no Employee is presently a member of a collective bargaining unit and, to the Knowledge of Seller, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employees, and (ii) no unfair labor practice charge or sex, age, race or other discrimination claim has been brought during the last five (5) years against Seller with respect to the conduct of the Business before the NLRB, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. Since December 31, 1996, there has been no work stoppage, strike or other concerted action by employees of Seller engaged in the Business. During that period, Seller has complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation, those relating to wages, hours and collective bargaining.
(b) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has filed and/or submitted all documents required of it as an employer, including, without limitation, those required by the NLRA, Title VII, the NERA and federal and/or state laws regulating the payment of wages and workplace safety. Seller (i) has paid all wages and other employment-related obligations that are due or (ii) has duly and fully provided reserves adequate to pay all wages and other employment related obligations.
(c) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not executed any outstanding waivers or comparable consents regarding the application of the statute of limitations for any labor and employment-related obligation (and no extensions have been executed on its behalf).
(d) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, no audits, investigative or other administrative proceedings or court proceedings are presently pending or, to the Knowledge of Seller, threatened, with regard to any obligation of Seller as an employer.
(e) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not received any written decision, ruling and/or order from a government agency and/or its representative or a court (and to the Knowledge of Seller, no such decision, ruling and/or order has been threatened) related in any way to Seller's obligations as an employer.
(f) Seller has made available (or in the case of documents received and/or submitted after the Closing Date, will make availa...
Employees; Labor Relations. The Company and its Subsidiaries are, and have at all times within the past five years been, in compliance in all material respects with all Laws relating to the employment of labor, including any provision thereof relating to wages, hours, collective bargaining, labor relations, employment practices, prohibited discrimination, immigration status, worker classification (including the proper classification of working as independent contractors and consultants and exempt or non-exempt), equal opportunity, leave issues, unemployment insurance, workers’ compensation, affirmative action, plant closing, layoffs, and employee health, safety and welfare. Neither the Company nor any Subsidiary is the subject of any Actions or Proceedings or other legal controversies, including strikes, slowdowns, work stoppages, lockouts or other material labor dispute, that is pending or, to the Knowledge of Sellers, threatened, which involve any past or current employees or contractors of the Company or any of its Subsidiaries, and no such Actions or Proceedings or other legal controversies have occurred within the past five (5) years. Neither the Company nor any of its Subsidiaries is or has been party to (or required to be a party to) or bound by any collective bargaining, or contract with a union or other similar labor-related representative or organization, and, to the Knowledge of Sellers, there exists no current union organizational effort with respect to any employees of the Company or any of its Subsidiaries. To the knowledge of Sellers, no employees of the Company or any of its Subsidiaries are represented by a union or similar employee representative or organization. No officer of the Company has notified the Company that he or she intends to terminate his or her employment with the Company. To the Knowledge of Sellers, no past or current employee of or consultant to the Company or any of its Subsidiaries is currently in violation of any Restrictive Covenant owing (i) to the Company or any of its Subsidiaries or (ii) to any other Person that would reasonably be expected to adversely affect the right or ability of any such individual to work for or provide services to the Company or any of its Subsidiaries.
Employees; Labor Relations. (a) Section 2.22 of the Disclosure Schedule contains a list of the name of each officer and Employee of the Company at the date hereof, together with a description of each such person’s position and job function, annual base salary or wages and any incentive or bonus arrangement, deferred or contingent compensation, pension, accrued, vacation, “golden parachute” and other like benefits paid or payable (in cash or otherwise). Neither the Company nor Sellers have received any information that would lead them to believe that any Employees will or may cease to be Employees, or will refuse offers of employment from Purchaser, because of the consummation of the transactions contemplated by this Agreement.
(b) Except as disclosed in Section 2.22 of the Disclosure Schedule, (i) no Employee is presently a member of a collective bargaining unit and, to the Knowledge of Sellers, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employees, and (ii) no unfair labor practice complaint or sex, age, race or other discrimination claim has been brought during the last five (5) years against the Company before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. During the last five (5) years, there has been no work stoppage, strike or other concerted action by employees of the Company. During that period, the Company has complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation those relating to wages, hours and collective bargaining.
(c) All directors, officers, management employees, and technical and professional employees of the Company are under written obligation to the Company to maintain in confidence all confidential or proprietary information acquired by them in the course of their employment and to assign to the Company all inventions made by them within the scope of their employment.
Employees; Labor Relations. Neither the Company nor any Subsidiary has any collective bargaining arrangements or agreements covering any of its employees, except as set forth on Schedule 2.1(y) hereto or disclosed in the Commission Documents. Except as set forth on Schedule 2.1(y) hereto or disclosed in the Commission Documents, neither the Company nor any Subsidiary has any employment contract, agreement regarding proprietary information, non-competition agreement, non-solicitation agreement, confidentiality agreement, or any other similar contract or restrictive covenant, relating to the right of any officer, employee or consultant to be employed or engaged by the Company or such Subsidiary required to be disclosed in the Commission Documents that is not so disclosed. Since December 31, 2004, no officer, consultant or key employee of the Company or any Subsidiary whose termination, either individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect, has terminated or, to the knowledge of the Company, has any present intention of terminating his or her employment or engagement with the Company or any Subsidiary. Except as could not reasonably be expected to have a Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is engaged in any unfair labor practice, (ii) there is no strike, labor dispute, slowdown or stoppage pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or contract.
Employees; Labor Relations. (a) Seller is not a party to, or bound by, any collective bargaining or other agreement with a labor organization representing any of the Employees. There has not been, nor, to Seller's Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting Seller or any of the Employees.
(b) Seller is in compliance in all material respects with all applicable Laws pertaining to employment and employment practices to the extent they relate to the Employees.
(c) With respect to all Employees:
(i) there is no unfair labor practice charge or complaint against the Seller pending, or to the Knowledge of the Seller, threatened (and the Seller does not believe that there exists any reasonable basis therefor);
(ii) there is no grievance pending against the Seller filed by any Employee arising out of any grievance or complaint procedure (and the Seller does not have Knowledge that there exists any reasonable basis therefor);
(iii) there is no charge of employment discrimination, harassment or retaliation with respect to or relating to any Employee or group of Employees pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention or investigation of unlawful and/or discriminatory employment practices (and the Seller does not have Knowledge that there exists any reasonable basis therefor);
(iv) the Seller has not received any written notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation or other inquiry, and to the Knowledge of Seller, no such investigation or other inquiry is in progress; and
(v) there is no claim, action, suit, proceeding, investigation or inquiry pending against the Seller or, to the Knowledge of the Seller, threatened, in any forum by or on behalf of any Employee, any applicant for employment with Seller, or classes of the foregoing alleging breach of any express or implied contract of employment, violation of any law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(d) As between Section 4.18 and this Section 4.13, the representations and warranties in Sections 4.07, 4.12, 4.24 and this Section 4.13 shall control and be exclusive as to compliance with Laws relating to employees and labor relations.
Employees; Labor Relations. (a) Neither the Company nor either Company Subsidiary is a party to any collective bargaining agreement and there is no unfair labor practice or labor arbitration proceedings pending with respect to the Company or either Company Subsidiary, or, to the knowledge of the Company, threatened, and there are no facts or circumstances known to the Company or either Company Subsidiary that could reasonably be expected to give rise to such complaint or claim. To the knowledge of the Company, there are no organizational efforts presently underway or threatened involving any employees of the Company or either Company Subsidiary or any of the employees performing work for the Company or either Company Subsidiary but provided by an outside employment agency, if any. There has been no work stoppage, strike or, to the knowledge of the Company, other concerted action by employees of the Company or either Company Subsidiary.
(b) Except as disclosed in Schedule 2.35(b), all employees of the Company and either Company Subsidiary are employed at will, and no employees of the Company or either Company Subsidiary are represented by a union. Schedule 2.35(b) sets forth, individually and by category, the name of each officer, employee and consultant of the Company and each Company Subsidiary, together with each such person's position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such person. Other than the employees listed on Schedule 2.35(b) and any consultants retained pursuant to a consulting agreement described on Schedule 2.26(a), no person (including any Affiliate or Associate of the Company or either Company Subsidiary, or any employee of any such Affiliate or Associate) provides services in the nature of employment or consulting services to the Company or either Company Subsidiary. The completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due by the Company or either Company Subsidiary to any current or former officer, director or employee of, or consultant to, the Company or either Company Subsidiary, and, to the knowledge of the Company, no employee of the Company or either Company Subsidiary has made any threat, or otherwise revealed an intent, to terminate such employee's relationship with the Company or either Company Subsidiary, for any reason, including because of the consummation of the transactions contemplated by this Agreement. Neith...
Employees; Labor Relations. (a) Neither the Company nor any of its Affiliates is a party to any collective bargaining agreement or other Contract with any group of employees, labor organization or other representative of any of the employees of the Company or any of its Affiliates and, to the knowledge of Seller and/or the Company, there are no activities or proceedings of any labor union or other party to organize or represent such employees. There has not occurred nor, to knowledge of Seller and/or the Company, been threatened any strike, slow-down, picketing, work-stoppage, or other similar labor activity with respect to any such employees. The Company and each of its Affiliates is in compliance with all Laws relating to employment or the workplace, including provisions relating to wages, hours, overtime, classification of employees as exempt or non-exempt under the Fair Labor Standards Act, collective bargaining, safety and health, work authorization, equal employment opportunity, immigration and the withholding of income Taxes, unemployment compensation, worker’s compensation, employee privacy and right to know and social security contributions. There are no unresolved labor controversies (including unresolved grievances and age or other discrimination claims) or litigation, if any, between the Company or any of its Affiliates and Persons employed by or providing services to the Company. Neither the Company or Seller has received notice of, nor, to the knowledge of the Company and/or the Seller, are there, any investigations by any government agencies of the Company or any of its Affiliates concerning such matters.
(b) Except as set forth on Schedule 2.21(b)(i) (and notwithstanding anything set forth on Schedule 2.21(b)(ii)), each Person who is an employee of the Company or any of its Affiliates is employed at will. No employee of the Company or any of its Affiliates is represented by a union. Each Person who is or was, or has been treated as, an independent contractor of the Company or any of its Affiliates for any purpose, including for purposes of tax withholding and reporting and eligibility for the Plans, has been properly classified by the Company and its Affiliates as an independent contractor under applicable employment-related Laws and all Laws concerning the status of independent contractors applicable to the Company. Schedule 2.21(b)(ii) sets forth, individually and by category, the name of each Person employed by or providing services to the Company, together with su...
Employees; Labor Relations. (a) Section 4.17(a)(i) of the Disclosure Schedule contains a complete and accurate list as of the Agreement Date of the name of each current employee of the Company, together with the following for each employee: (i) date of hire; (ii) position; (iii) location of employment (city/town and state); (iv) annual base salary or hourly wage rate; (v) any incentive or bonus arrangement with respect to such person; (vi) any benefits; (vii) any promises or commitments made to them with respect to changes or additions to their compensation or benefits; (viii) current accrued but unused vacation/paid time off; (ix) whether classified as exempt or non-exempt for wage and hour purposes; (x) average scheduled hours per week; (xi) any visa or work permit status and the date of expiration, if applicable; (xii) whether paid on a commission basis and the employee’s potential commission; and (xiii) status (i.e., active or inactive and if inactive, the type of leave and estimated duration). The Company is not delinquent in payments to any of its employees or Contingent Workers for any wages, salaries, commissions, bonuses, fees or other direct compensation for any services performed for the Company or amounts required to be reimbursed to such employees or Contingent Workers. No labor union, labor organization, or any representative thereof represents, or has made any attempt to organize or represent, employees or Contingent Workers of the Company. The Company is not a party to any collective bargaining agreements, work rules or practices, letters of understanding or similar agreements with any labor union, labor organization, or other person purporting to act as exclusive bargaining representative of any employees or Contingent Workers. There are no strikes or lockouts or work stoppages or slowdowns pending or, to the Knowledge of the Company, threatened against or affecting the Business of the Company. The Company is not currently engaged in any negotiation with any labor union, labor organization, or other person purporting to act as exclusive bargaining representative of any employees or Contingent Workers. The Company has not engaged in any unfair labor practice. Since the Company’s formation, no officer’s or employee’s employment with the Company has been terminated by the Company for any reason and no discussions in which the Company has participated have been held relating to such possible termination.
(b) The Company: (i) is in compliance, and has been in such complia...
Employees; Labor Relations. As of the date hereof, the Company employed a total of approximately ninety (90) employees. As of the date hereof, (a) the Company is not delinquent in the payment: (i) to or on behalf of its past or present employees of any wages, salaries, commissions, bonuses, benefit plan contributions or other compensation for all periods prior to the date hereof, or (ii) of any amount which is due and payable to any state or state fund pursuant to any workers' compensation statute, rule or regulation or any amount which is due and payable to any workers' compensation claimant; (b) there are no collective bargaining agreements currently in effect between the Company and labor unions or organizations representing any employees of the Company; (c) no collective bargaining agreement is currently being negotiated by the Company; (d) to the knowledge of the Sellers, there are no union organizational drives in progress and there has been no formal or informal request to the Company for collective bargaining or for an employee election from any union or from the National Labor Relations Board; and (e) no dispute exists between the Company and any of its sales representatives or, to the knowledge of the Sellers, between any such sales representatives with respect to territory, commissions, products or any other terms of their representation.
Employees; Labor Relations. (a) Section 2.20(a) of the Disclosure Schedule contains a list of the name of each officer and employee of Galaxy Mall and IMI at the date hereof, together with each such person's position or function, annual base salary or wages and any incentive or bonus arrangement with respect to such person in effect on such date. Except as set forth on Schedule 2.20(b) of the Disclosure Schedule:
(b) Neither the Company, Galaxy Mall, nor IMI has received any information that would lead it to believe that a material number of such persons will or may cease to be employees, or will refuse offers of employment from Parent, because of the consummation of the transactions contemplated by this Agreement. All employees, consultants, officers and directors of the Company, Galaxy Mall and IMI that have had access to the Business are parties to a written agreement, under which each such person or entity (i) is obligated to disclose and transfer to the Company without the receipt by such person of any additional value therefor (other than normal salary or fees for consulting services), all inventions, developments and discoveries which, during the period of employment with or performance of services for the Company, Galaxy Mall or IMI, he or she makes or conceives of either solely or jointly with others, that relate to any subject matter with which his or her work for the Company, Galaxy Mall or IMI in the Business may be concerned, and (ii) is obligated to maintain the confidentiality of proprietary information of the Business. To each of the Company's, Galaxy Mall's and IMI's Knowledge, none of the Company's, Galaxy Mall's or IMI's employees, consultants, officers or directors is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would conflict with their obligation to promote the interests of the Company, Galaxy Mall or IMI with regard to the Business or the Assets and Properties or that would conflict with the Business or the Assets and Properties. Neither the execution nor the delivery of this Agreement, nor the carrying on of the Business by the employees and consultants of the Company and its Subsidiaries, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such persons or entities are now obligated. To the Kn...
