Employees; Labor Relations. (a) The Company is not 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, to the knowledge of the Company, threatened, and there are no facts or circumstances known to the Company 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 any of the employees performing work for the Company but provided by an outside employment agency, if any. There has been no work stoppage, strike or other concerted action by employees of the Company.
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) Section 2.23 of the Disclosure Schedule contains a list of the name of each full-time employee of Seller, together with such employee's position or function, annual base salary or wages and any incentive or bonus arrangement with respect to such employee in effect on the date hereof. Seller has not received any information that would lead it to believe that a material number of Seller's employees will refuse offers of employment from Purchaser because of the consummation of the transactions contemplated by this Agreement.
Employees; Labor Relations. (a) Except as set forth in Section 4.19 of the Disclosure Schedule (i) the Vermont Entities (A) are not delinquent in the payment to or on behalf of any past or present Employees of the Vermont Entities of any wages, salaries, social security premiums, commissions, bonuses, benefit plan contributions or other compensation (including without limitation disability compensation) for all periods prior to February 27, 2000 and (B) are not delinquent in the payment of any amount which is due and payable to any state or state fund pursuant to any workers' compensation statute, rules or regulations or any amount which is due and payable to any workers' compensation claimant or any other party arising under or with respect to a claim that has been filed under state workers' compensation statutes and approved in the ordinary course in accordance with the policies of the Vermont Entities regarding workers' compensation and/or any applicable state statute or administrative procedure; (ii) there is no labor strike, slowdown or work stoppage in progress against any Vermont Entity; (iii) no collective bargaining agreement currently exists or is currently being negotiated by any Vermont Entity; (iv) to the Knowledge of Seller, there has been no request to any Vermont Entity for collective bargaining on behalf of any Employees not represented currently by a union or from the National Labor Relations Board in respect of any Employees of any Vermont Entity; (v) to the Knowledge of Seller, no union representation or jurisdictional dispute or question exists respecting any Employees of any Vermont Entity; (vi) no material dispute exists between any Vermont Entity and any of their respective sales representatives or, to the Knowledge of Seller, between any such sales representatives with respect to territory, commissions, products or any other terms of their representation; and (vii) to the Knowledge of Seller, there has been no "mass layoff" or "plant closing" as defined by WARN with respect to any of the Vermont Entities within the six (6) months prior to Closing.
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) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there are no unfair labor practice or labor arbitration proceedings pending with respect to the Company or any of its Subsidiaries, or, to the knowledge of the Company, threatened, and there are no facts or circumstances known to the Company or any of its Subsidiaries that could reasonably be expected to give rise to such complaint or claim. To the knowledge of the Company or any of its Subsidiaries, there are no organizational efforts presently underway or threatened involving any employees of the Company or any of its Subsidiaries or any of the employees performing work for the Company or any of its Subsidiaries but provided by an outside employment agency, if any. There has been no work stoppage, strike or other concerted action by employees of the Company or any of its Subsidiaries.
Employees; Labor Relations. The Company is not engaged in any unfair labor practice. There is (i) no unfair labor practice complaint pending or, to the knowledge of the Sellers or the Company, threatened against the Company before the National Labor Relations Board or comparable or similar state agency, and no grievance or arbitration proceeding arising out of under collective bargaining agreements is so pending or, to the knowledge of the Sellers or of the Company, threatened against the Company, (ii) no strike, labor dispute, slowdown or stoppage pending or, to the knowledge of the Sellers or the Company, threatened against the Company, and (iii) no union representation question exists with respect to the employees of the Company or, to the knowledge of the Sellers or the Company, no union organization activities are taking place.
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.
Employees; Labor Relations. Neither it nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement or other contract or understanding with a labor union or labor organization. There is no (i) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to its knowledge, threatened against it or any of its Subsidiaries, (ii) to its knowledge, activity or proceeding by a labor union or representative thereof to organize any of its employees or any employees of any of its Subsidiaries, or (iii) lockouts, strikes, slowdowns, work stoppages or to its knowledge threats thereof by or with respect to such employees.
Employees; Labor Relations. (a) Section 4.24 of the Disclosure Schedule is a list of all severance contracts, employee handbooks or manuals, and settlements, bonus, stock option, medical, dental or legal reimbursement plans, or hospitalization or insurance plans, or other agreements or arrangements providing for employee remuneration to which FirstFederal is a party or by which FirstFederal is bound; all these contracts and arrangements are in full force and effect, and neither FirstFederal nor any other party is in default thereunder.
