Common use of Employees Clause in Contracts

Employees. Section 3.10(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do so.

Appears in 2 contracts

Samples: Merger Agreement (Sunair Services Corp), Merger Agreement (Sunair Services Corp)

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Employees. Section 3.10(a(a) The Employees Schedule (on a no-name basis if required by applicable Law) lists all of the Company Disclosure Schedule sets forth the name directors, managers, officers and current rate of compensation of the employees of the Company and its Subsidiaries with annual base compensation in excess of one hundred and fifty thousand dollars (“Employees”$150,000) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of paid or payable by the Company or Subsidiariesits Subsidiaries (the “Covered Employees”). There are no accrued and unpaid vacation and sick pay for Since the date of the Latest Balance Sheet, there has not been any material change in the compensation of the Covered Employees (except for compensation increases in the accruals set forth on Section 3.10(a) ordinary course of business). Since September 30, 2013, neither the Company Disclosure Schedule. The Company nor any of its Subsidiaries has made available to taken any action which would constitute a “plant closing” or “mass layoff” within the Parent meaning of WARN or issued any notification of a copy of each employmentplant closing or mass layoff required by WARN or similar foreign, consulting state, or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. local Law. (b) Except as set forth on Section 3.09 of the Contracts Schedule, neither the Company Disclosure Schedule, to the Knowledge nor any of the Company, no employee of the Company or any Subsidiary its Subsidiaries is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement with any labor organization and no collective bargaining agreement is currently being negotiated by the Company or any of its Subsidiaries or any other agreement Person in respect of the Company or any of its Subsidiaries and no union or employee bargaining unit hold any rights with a labor union, and, respect to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining unitsany of its Subsidiaries by way of certification or successor rights. There is Except as set forth on the Employees Schedule: (i) there are and since December 31, 2014 there have been no union organizing activities involving employees of the Company or any of its Subsidiaries; (ii) there are no pending or, to the Company’s Sellers’ knowledge, threatened strikes, work stoppages, walkouts, lockouts, or similar material labor disputedisputes and no such disputes have occurred since December 31, strike or work stoppage which affects or which may affect 2014; and (iii) since the business date of the Company or which may interfere with its continued operations. Neither Audited Financial Statements, neither the Company nor any agent, representative or employee thereof of the Subsidiaries has within the last 36 months committed any an unfair labor practice as defined in the National Labor Relations Act, as amendedpractice, and there is are no pending or, to the Company’s Sellers’ knowledge, threatened charge threatened, unfair labor practice charges or complaint complaints against the Company by or with the National Labor Relations Board or any representative thereofof its Subsidiaries. There has been no strikeWith respect to the transactions contemplated by this Agreement, walkout or work stoppage or threat thereof involving any of the employees of the Company during and its Subsidiaries have satisfied or, within the 36 months prior time required by applicable Law or labor agreement, will satisfy all notice, bargaining, consultation, and consent obligations owed to the date hereof. its employees and their representatives under applicable Law or labor agreement. (c) The Company has complied and its Subsidiaries are, and since December 31, 2014 have been, in compliance in all material respects with all applicable Laws, rules and regulations Laws relating to labor and employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunitiesmatters, including but not limited tothose relating to wages, the Civil Rights Act of 1964hours, the Fair Labor Standards Actequal opportunity, the Family Medical Leave Actfair labor standards, COBRA nondiscrimination, workers compensation, collective bargaining, workplace safety, immigration, employee and worker classification, and the Americans with Disabilities Actpayment and withholding of social security and other payroll Taxes. Except as would not result in material liability to the Company or any of its Subsidiaries: (i) the Company and its Subsidiaries have fully and timely paid all wages, as amended. To salaries, wage premiums, prevailing wages, commissions, bonuses, fees, and other compensation which have come due and payable to their current and former employees and independent contractors under applicable Law, contract, or Company policy and (ii) each individual who has provided services to the Company’s KnowledgeCompany or its Subsidiaries since December 31, each service provider 2014 and was classified and treated by the Company or a Subsidiary its Subsidiaries as an independent contractor satisfies contractor, consultant, or other service provider is and has satisfied was properly classified for all applicable purposes. (d) To the requirements Sellers’ knowledge, no officer, executive or other key employee of any applicable law to be so classified, and the Company and or its Subsidiaries: (i) has any present intention to terminate his or her employment with the Company or its Subsidiaries have fully and accurately reported within the first twelve (12) months following the Closing Date; or (ii) is a party to or bound by any confidentiality, non-competition, proprietary rights or other agreement that would materially restrict the performance of such independent contractors’ compensation on IRS Forms 1099 when required employee’s employment duties or the ability of the Company or any of its Subsidiaries to do soconduct its business.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Huntsman International LLC)

Employees. Section 3.10(a(a) of the Company Disclosure Schedule 4.10 sets forth the name and title of each current employee of the Company, including such employee's (i) rate of compensation compensation, (ii) job title, (iii) date of hire, and (iv) whether such employee is a part-time or full-time employee. None of the employees is represented by a union, and no union organizing efforts have been conducted within the last five (5) years or are now being conducted or threatened. The Company has not at any time during the last five (5) years had, nor to the knowledge of the Company, is there now threatened, a strike, picket, work stoppage, work slowdown or other labor dispute. None of the employees of the Company and its Subsidiaries (“Employees”) has formally notified the Company that he or she intends to terminate his or her employment with the Company as of August 15, 2009 as well as sets forth if each a result of the Employees execution and delivery of this Agreement or within three months following the Closing. (b) The Company has not violated any provision of any Law or Order of any Governmental Authority regarding the terms and conditions of employees, former employees or prospective employees or other labor-related matters, including, without limitation, Laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to immigration, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees, except for such violations which have not had or would not reasonably be expected to have, a Material Adverse Effect on the Company. The Company is subject not party to an employment agreementnor has ever been party to any collective bargaining agreements. There is no dispute, non-competition agreement and/or non-solicitation agreements in favor claim or proceeding pending with, or to the knowledge of the Company, threatened by, the Immigration and Naturalization Service with respect to the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(aemployee. (c) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of Schedule 4.10, the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other written employment agreement with a labor union, and, any of its employees. The Company has provided or made available to Buyer true and correct copies of each employment agreement listed on Schedule 4.10 and each amendment thereto executed by the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior . (d) Prior to the date hereof. , the Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act. (e) The Company has complied in all material respects with applicable Lawsnot had and is not reasonably expected to have any liability, rules and regulations relating to employment (including all employee verification requirements under immigration lawseither direct or indirect, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Actabsolute or contingent, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary result of any misclassification of a person (i) as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classifiedrather than as an employee, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soor (ii) as an exempt or non-exempt employee.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Atlas America Inc), Securities Purchase Agreement (Resource America Inc)

Employees. Section 3.10(a(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the The Company and its Subsidiaries have materially complied with all applicable Laws respecting labor, employment and employment practices, including all laws relating to wages, hours, vacation pay, profit sharing, employment practices, terms and conditions of employment, unemployment compensation and insurance, workers’ compensation, equal employment opportunity, age and disability discrimination, disability rights or benefits, immigration control and employment of foreign citizens, employee and independent contractor classification, information privacy and security, dismissal, plant closures, collective dismissals and layoffs (including the Worker Adjustment and Retraining Notification Act, as amended, or any similar Laws (the EmployeesWARN Act)), health and safety, labor relations, employee leave issues, affirmative action and affirmative action plan requirements, overtime, and continuation coverage with respect to group health plans. (i) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employmentand its Subsidiaries are neither party to, consulting or independent contractor agreementnor bound by, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, any CBA; (ii) no employee is covered by any labor-related agreements or arrangements or effective or pending CBAs; and (iii) no employees of the Company or any Subsidiary is in violation of its Subsidiaries are represented by any term of any patent disclosure agreementlabor union, non-competition agreement works council, or any restrictive covenant (i) other labor organization with respect to their employment with the Company or any Subsidiaryof its Subsidiaries. There is no union, works council, employee representative or (ii) other labor organization, which, pursuant to a former employer relating to the right of any such employee applicable Law, must be notified, consulted or with which negotiations need to be employed because conducted in connection with the transactions contemplated by this Agreement. (c) To the knowledge of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor unionCompany, andsince May 16, to the Company’s knowledge2016, there has been no effort by activity on behalf of any labor union during the 36 months prior to the date hereof or organization or employee group to organize any employees of the Company into one or more collective bargaining unitsany of its Subsidiaries. There Since May 16, 2016, there has not been, and there is no not pending or, to the knowledge of the Company’s knowledge, threatened threatened, any work stoppage, lockout, labor dispute, strike or work stoppage which affects slowdown of Company Employees, or which may affect the business unfair labor practice complaint, picketing or other material labor dispute against or affecting any Group Company. Since May 16, 2016, there have been no demands for recognition or certification by any labor union, works council, other labor organization, or group of employees of the Company or which may interfere with any of its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amendedSubsidiaries, and there is are no representation or certification proceedings presently pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with before the National Labor Relations Board or any representative thereofother similar Governmental Entity. There has been are no strike, walkout charges with respect to or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements any of its Subsidiaries pending before any applicable law to be so classified, and Governmental Entity responsible for the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soprevention of unlawful employment practices.

Appears in 2 contracts

Samples: Transaction Agreement (Fortive Corp), Transaction Agreement

Employees. Section 3.10(a(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 3.12 of the Company Disclosure Schedule, to the Knowledge of the Company, no key executive employee and no group of employees or independent contractors of the Company or any Subsidiary of its Subsidiaries has any plans to terminate his, her or its employment or relationship as an independent contractor with the Company or such Subsidiary. Except as set forth in Section 3.12 of the Disclosure Schedule, no organizational effort is in violation presently being made or, to the Knowledge of the Company, threatened by or on behalf of any term labor union with respect to any employees of any patent disclosure agreement, non-competition agreement the Company or any restrictive covenant (i) of its Subsidiaries and none of their employees are represented by any labor union. Except as set forth in Section 3.12 of the Disclosure Schedule and, in each case, where the failure to comply would not result in material Liabilities to the Company or any Subsidiaryof its Subsidiaries or otherwise reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries are in compliance with all applicable laws and contracts respecting labor and employment, including but not limited to employment practices, terms and conditions of employment, wages and hours, immigration, tax and other payroll withholding, and layoffs, and are not engaged in any unfair labor practice. To the Knowledge of the Company, there is no reasonable basis for any unfair labor practice or (ii) to a former employer relating to the right of any such employee other employment-related complaint or claim to be employed because of the nature of the business conducted by asserted against the Company or the Subsidiaries or the use any of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor unionits Subsidiaries, and, to the Company’s knowledge, and there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no labor strike, dispute, slowdown or stoppage actually pending or, to the Knowledge of the Company’s knowledge, threatened labor disputethreatened, strike or work stoppage which affects or which may affect the business of against the Company or which may interfere any of its Subsidiaries. Except as set forth on Section 3.12 of the Disclosure Schedule, the Company and its Subsidiaries have no labor contracts with any representative of any of the Company's or any of its continued operationsSubsidiaries' employees. (b) With respect to this transaction, any notice required under any law or collective bargaining agreement has been given, and all bargaining obligations with any employee representative have been, or prior to the Closing will be, satisfied. Neither Except as set forth on Section 3.12 of the Disclosure Schedule, neither the Company nor any agent, representative of its Subsidiaries has implemented any plant closing or employee thereof has within mass layoff of employees that could implicate the last 36 months committed any unfair labor practice as defined in the National Labor Relations ActWorker Adjustment Retraining Notification Act of 1988, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strikesimilar applicable foreign, walkout state or work stoppage local law, regulation or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment ordinance (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited tojointly, the Civil Rights Act of 1964, the Fair Labor Standards "WARN Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do so").

Appears in 2 contracts

Samples: Series B Preferred Stock Purchase Agreement (Williams Controls Inc), Series B Preferred Stock Purchase Agreement (Williams Controls Inc)

Employees. Section 3.10(a(a) The Seller has provided Buyer with complete and correct copies of (i) all existing retention, severance or change in control agreements or arrangements with any officer, employee or consultant of the Company Disclosure Schedule sets forth the name and current rate Business, (ii) a form of compensation of the offer letter used for employees of the Company and its Subsidiaries Business since January 1, 2011, (“Employees”iii) as a form of August 15all trade secret, 2009 as well as sets forth if each of the Employees is subject to an employment agreementconfidentiality, non-competition agreement and/or compete, non-solicitation disclosure and invention assignment agreements in favor used by the Business with its employees, and (iv) all material manuals and handbooks applicable to any current director, manager, officer, employee or consultant of the Company Business. To the Knowledge of Seller, no executive or Subsidiaries. There are no accrued and unpaid vacation and sick pay for key employee of the Business or any Employees except for group of employees of the accruals Business has any plans to terminate employment with the Seller Group. (b) Except as set forth on Section 3.10(a) 4.22 of the Company Disclosure ScheduleLetter, the Business has not experienced nor has it been threatened with any strike, slow down, work stoppage, lockout or material grievance, material claim of unfair labor practices, or other material collective bargaining dispute, or, to the Knowledge of Seller, threats of any of the foregoing, within the past three years (the “Relevant Period”), excluding collective bargaining and related discussions that resulted in adoption of collective bargaining agreements currently in effect. The Company Business has not committed any material unfair labor practice. The Seller has no Knowledge of any organizational effort presently being made available or threatened by or on behalf of any labor union with respect to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider employees of the Company and SubsidiariesBusiness. Except as set forth on Section 3.09 4.22 of the Company Disclosure ScheduleLetter, the Seller Group has paid in full to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any all employees of the Company into one or more collective bargaining units. There is Business all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees. (c) Except as set forth on Section 4.22 of the Disclosure Letter, there are no pending or, to the Company’s knowledgeKnowledge of Seller, any threatened labor dispute, strike or work stoppage which affects or which may affect the business material Proceedings against any member of the Company Seller Group under any worker’s compensation policy or which may interfere long term disability policy with its continued operations. Neither the Company nor respect to any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during Business. (d) As of the 36 months prior date of this Agreement and within the Relevant Period, no member of the Seller Group has taken any actions relating to the Business requiring notice or resulting in liability under WARN or the mass termination provisions under any applicable provincial employment standards legislation. Other than as may be required by Law or with respect to severance or retention arrangements as described in the Employee Matters Agreement or as otherwise set forth in Section 4.22(d) of the Disclosure Letter, no employee of the Business is party to any agreement with the Seller Group that would prohibit the termination of such employee at will. (e) As of the date hereof. The Company has complied in all material respects with applicable Laws, rules of this Agreement and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited towithin the Relevant Period, the Civil Rights Act of 1964Business has no material obligation or material liability to any Person arising from being a successor employer, joint employer, or alter ego or arising from any other legal doctrine that would cause the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans Business to have any co-liability with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soliability derived from another entity under Laws governing employment or labor relations.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Barnes Group Inc), Asset Purchase Agreement (MSC Industrial Direct Co Inc)

Employees. Section 3.10(a) No Group Company has experienced any, nor to the Knowledge of the Company Disclosure Schedule sets forth Seller and the name and current rate of compensation Group Companies, has there been any threatened, strike, work stoppage, unfair labor practice charge, labor grievance, labor arbitration, lockout, slowdown, picketing, handbilling or other material labor dispute, in each case since the Look-back Date. None of the employees of the Company and its Subsidiaries Group Companies are represented by any union, works council, labor organization, employee association or representative with respect to their employment with any Group Company. Since the Look-back Date, (“Employees”a) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Seller and the Group Companies, there has been no labor organizing effort pending or threatened with respect to employees of any Group Company and (b) no union, works council, labor organization, employee association or representative or group of employees of the Group Companies has made a demand for recognition or certification, and there have been no representation or certification proceedings or petitions seeking representation pending any labor relations tribunal or authority or any other Governmental Authority. No Group Company is party to or otherwise bound by any collective bargaining agreement or bargaining relationship with any union, works council, labor organization, employee representative or association and no collective bargaining agreements are currently being negotiated by any Group Company. Since the Look-back Date, the Group Companies have been in material compliance with all applicable Laws respecting labor and employment, including Laws respecting terms and conditions of employment, occupational safety and health requirements, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), meal and rest breaks, withholding of Taxes, employment discrimination, harassment, retaliation, equal opportunity, classification of workers, immigration, whistleblowing, disability rights or benefits, employee trainings and notices, employee leave issues, paid time off, COVID-19, affirmative action, plant closures and layoffs, workers’ compensation, unemployment insurance, social security and related matters. Except as would not result in material Liability for any Group Company: (i) the Group Companies have, since the Look-back Date, properly classified each of its current and former employees, officers, consultants, independent contractors, and directors, as “employees” or “independent contractors” and, if applicable, as “exempt” or “non-exempt” for all purposes (including with respect to eligibility for minimum wage and overtime under applicable Laws) and have properly reported all compensation paid to such persons for all purposes, and (ii) the Group Companies have fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, and other compensation that have come due and payable to their current or former employees and independent contractors under applicable Law, Contract or company policy. To the Knowledge of the Seller and the Group Companies, no current or former employee or independent contractor of the any Group Company or is in any Subsidiary is material respect in violation of any term of any patent disclosure employment agreement, non-competition agreement or any nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (i) owed to the Company or any Subsidiary, Group Company; or (ii) owed to a former employer relating any third party with respect to the such person’s right of any such employee to be employed because or engaged by any Group Company. To the Knowledge of the nature Seller and the Group Companies, no current employee of the business conducted by the any Group Company intends to terminate his or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months her employment prior to the date hereof one (1) year anniversary of the Closing. The Group Companies have promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination, retaliation or policy violation allegations of which any of them is or was aware since the Look-back Date. With respect to organize each such allegation with potential merit, the Group Companies have taken prompt corrective action that is reasonably calculated to prevent further improper action. The Group Companies do not reasonably expect any material Liability with respect to any such allegations and are not aware of any allegations relating to officers, directors, employees, contractors, or agents of the Group Companies, that, if known to the public, would bring the Group Companies into material disrepute. No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of any Group Company has occurred since the Company into one Look-back Date or more collective bargaining units. There is no pending orcurrently contemplated, to the Company’s knowledge, threatened labor dispute, strike planned or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereofannounced. The Company has complied in all Group Companies have not otherwise experienced any material respects employment-related Liability with applicable Laws, rules and regulations relating respect to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soCOVID-19.

Appears in 2 contracts

Samples: Share Purchase Agreement (Northann Corp.), Share Purchase Agreement (Northann Corp.)

Employees. Section 3.10(a(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available complied in the past five (5) years, and is in compliance, in all material respects with Applicable Laws relating to labor and employment matters, including laws relating to employment discrimination, civil rights, equal pay, wages and hours, collective bargaining and labor relations, occupational safety and health, workers’ compensation, immigration, mass layoffs, or plant closings, or the Parent a copy withholding and payment of each employmentincome, consulting social security, or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiariessimilar Taxes. Except as set forth on Section 3.09 of the Company Disclosure ScheduleNo Legal Action relating to any Applicable Law is pending or, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant threatened against it with regards to labor and employment matters. (ib) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement agreement, nor has the Company experienced any strike, picketing, or any material grievance, claim of unfair labor practices, or other agreement with a labor union, and, to collective bargaining dispute within the past five (5) years. To the Knowledge of the Company’s knowledge, there has been no effort organizational efforts are presently being made or threatened by or on behalf of any labor union during the 36 months prior or employee association with respect to the date hereof to organize any employees of the Company into one Company, nor has any such organizational effort occurred or more collective bargaining units. There is no pending or, to the Company’s knowledge, been threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. past five (5) years. (c) The Company has complied in its files a Form I-9 that is validly and properly completed in accordance in all material respects with applicable Laws, rules and regulations Applicable Law for each employee of the Company with respect to whom such form is required under Applicable Law. The Company has not received written notice or other communication from any Governmental Body regarding any unresolved violation or alleged violation of any Applicable Law relating to employment hiring, recruiting, employing of (including all employee verification requirements or continuing to employ) anyone who is not legally authorized to work in the United States. (d) All persons performing services to the Company who are classified and treated as independent contractors, consultants, or in a similar capacity qualify as independent contractors under immigration lawsApplicable Law. (e) The Company has not engaged in any plant closing, civil rights mass layoff, workforce reduction, or other action that has resulted or could result in liability under the Worker Adjustment and equal employment opportunities, including but not limited to, the Civil Rights Retraining Notification Act of 19641988 or any similar state or local Applicable Law addressing advance notice of any plant closing, the Fair Labor Standards Actmass layoff, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies workforce reduction and has satisfied not issued any notice that any such action is to occur in the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do sofuture.

Appears in 2 contracts

Samples: Merger Agreement (Nature's Miracle Holding Inc.), Merger Agreement (Agrify Corp)

Employees. (i) Set forth in Section 3.10(a4(dd)(i) of the Company Sellers Disclosure Schedule sets forth the name is a true and current rate complete list of compensation all Business Employees as of the employees date of this Agreement. (ii) To the Company and its Subsidiaries (“Employees”) as Knowledge of August 15Sellers, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 4(dd)(ii) of the Company Sellers Disclosure Schedule, no executive, key Business Employee, or group of Business Employees plans to terminate employment with any Target or its Affiliates during the Knowledge of the Company, no employee of the Company next twelve (12) months. No Target or any Subsidiary of its Affiliates is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other similar agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize organization covering Business Employees, nor has any employees of the Company into one them experienced any strike or more material grievance, claim of unfair labor practices, or other collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has dispute within the last 36 months past five (5) years. No Target or any of its Affiliates has committed any unfair labor practice with respect to the Business. No Sellers have any Knowledge of any organizational effort being made or threatened within the past five (5) years by or on behalf of any labor union with respect to Business Employees. Within the past three (3) years, no Target or any of its Affiliates has implemented any plant closing or layoff of employees with respect to the Business requiring notice under the WARN Act, and no such action will be implemented without advance notification to, and the written consent of, Buyer. (iii) The Targets and their Affiliates are not and have not been, with respect to the Business: (A) “contractors” or “subcontractors” (as defined by Executive Order 11246), (B) required to comply with Executive Order 11246, or (C) required to maintain an affirmative action plan. (iv) Except as set forth in Section 4(dd)(iv) of the National Labor Relations ActSellers Disclosure Schedule, as amended, and there is no pending or, none of the Targets or any of their Affiliates has received with respect to the Company’s knowledge, threatened Business (A) notice of any unfair labor practice charge or complaint against the Company by or with respect to which is still pending before the National Labor Relations Board or any representative thereof. There has been no strikeother Governmental Authority against it, walkout (B) notice of any charge or work stoppage complaint with respect to it before the Equal Employment Opportunity Commission or threat thereof involving any other Governmental Authority responsible for the prevention of unlawful employment practices which is still pending, (C) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to it or notice that such investigation is in progress in either case which is still pending, or (D) notice of any Action pending in any forum by or on behalf of any present or former employee of any Target or any of the employees their Affiliates, any applicant for employment or classes of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements foregoing alleging breach of any express or implied contract of employment, any applicable law to be so classifiedLaw governing employment or the termination thereof or other discriminatory, and wrongful or tortuous conduct in connection with the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soemployment relationship.

Appears in 2 contracts

Samples: Stock Purchase Agreement (HC2 Holdings, Inc.), Stock Purchase Agreement (HC2 Holdings, Inc.)

Employees. Section 3.10(a(a) of Except as set forth on Schedule 3.18, neither the Company Disclosure nor any of its Subsidiaries has experienced any strike, work stoppage, walk out, lockout, slowdown or other material collective bargaining dispute within the past three (3) years, and none is currently pending or, to the Company’s knowledge, threatened. Except as set forth on Schedule sets forth 3.18, to the name and current rate of compensation of the Company’s knowledge, no union, works council, labor organization, staff association or employee representative body represents any employees of the Company or any of its Subsidiaries, and its Subsidiaries (“Employees”) as no organizational effort is presently being made or threatened by or on behalf of August 15any labor union, 2009 as well as sets forth if each of the Employees is subject works council, labor organization, staff association or employee representative body with respect to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor employees of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and its Subsidiaries. Except as set forth on Section 3.09 of Schedule 3.18, neither the Company Disclosure Schedule, to the Knowledge nor any of the Company, no employee of the Company or any Subsidiary its Subsidiaries is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement agreements or similar agreements, and no such collective bargaining agreements or similar agreements are currently being negotiated by the Company or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining unitsits Subsidiaries. There is no material unfair labor practice charge or material unfair labor practice complaint against the Company or any of its Subsidiaries pending or threatened before the National Labor Relations Board or any similar Governmental Authority. Neither the Company nor any of its Subsidiaries has any outstanding liability arising from the implementation of any plant closing or mass layoff in the last two (2) years in violation of the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local Law. Except as set forth in Schedule 3.18, in the past 12 months, neither the Company nor any of its Subsidiaries has made any redundancies in relation to its United Kingdom employees, and neither the Company nor any of its Subsidiaries has been a party to a relevant transfer (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006. (b) Except as set forth on Schedule 3.18, (i) there is no material Litigation pending or, to the Company’s knowledge, threatened labor dispute, strike by or work stoppage which affects against the Company or which may affect the business any of its Subsidiaries relating to any current or former employee or independent contractor of the Company or which may interfere with any of its continued operations. Neither Subsidiaries or any applicant for such employment or engagement, (ii) the Company nor any agentand its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, representative wages, hours, plant closings and layoffs, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, affirmative action, equal opportunity, employee leave issues, unemployment insurance, worker classification (including the proper classification of workers as independent contractors and consultants and exempt or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Actnon-exempt), as amendedimmigration, pre-employment background and medical inquiries and work authorization, and there (iii) to the Company’s knowledge (without any duty of inquiry), no current or former employee or independent contractor of the Company or any of its Subsidiaries is no pending orin violation of any material term of any employment contract, consulting contract or restrictive covenant to the Company or any of its Subsidiaries. (c) To the Company’s knowledge, threatened charge there is no person currently employed by the UK Subsidiary who is subject to immigration control and either (i) has not been granted leave to enter or complaint against remain in the Company United Kingdom, or (ii) whose leave to enter or remain in the United Kingdom is invalid, has ceased to have effect (whether by reason of curtailment, revocation, cancellation, passage of time or with otherwise), or is subject to a condition preventing them from accepting the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereofemployment. The Company UK Subsidiary has complied carried out in all material respects the specified checks on employees’ original documents which would enable it to assert a statutory defence under s.8 Asylum and Immigration Xxx 0000 or s.15 Immigration, Asylum and Nationality Xxx 0000 as appropriate. No civil or criminal penalty has been imposed on the UK Subsidiary or any of its officers or employees in connection with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under a breach of immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soLaw.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Halyard Health, Inc.)

Employees. (a) Section 3.10(a3.8(a) of the Company Disclosure Schedule sets forth the following information (to the extent applicable) with respect to each employee of the Company and its Subsidiaries, including each employee on leave of absence or layoff status: name, job title, current annual base salary or current wages, 2009 bonus target, 2009 bonus, and paid time off that is accrued but unused. Section 3.8(a) of the Company Disclosure Schedule also sets forth the name of any independent contractors who render services on a regular basis to, or are under contract with, the Company or any of its Subsidiaries and current rate are engaged in the provision of compensation Company goods and services. There is no collective bargaining agreement in effect between the Company or any of its Subsidiaries and any labor unions or organizations representing any of the employees of the Company and or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries (“Employees”) as of August 15has experienced any organized slowdown, 2009 as well as sets forth if each work interruption strike or work stoppage by its employees, and, to the Knowledge of the Employees Company, there is subject to an employment agreementno strike, non-competition agreement and/or non-solicitation agreements in favor of labor dispute or union organization activity pending or threatened affecting the Company or any of its Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals . (b) Except as set forth on in Section 3.10(a3.8(b) of the Company Disclosure Schedule. The Company has made available to , the Parent a copy employment of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 its Subsidiaries is terminable at the will of the Company Disclosure Scheduleor its Subsidiaries, and neither the Company nor any of its Subsidiaries is a party to any employment, non-competition, severance or similar contract or agreement (excluding any confidentiality (or similar) agreement that has been entered into with any full-time employee of the Company or any of its Subsidiaries, the current form of which has been made available by the Company to the Emdeon Entities). To the Knowledge of the Company, no employee of the Company or any Subsidiary of its Subsidiaries is in violation of a party to, or is otherwise bound by, any term of agreement, including any patent disclosure agreementconfidentiality, non-competition agreement or proprietary rights agreement, between such employee and any restrictive covenant (i) to Person other than the Company or any Subsidiary, its Subsidiaries that materially restricts the performance of that employee’s rights to perform his or (ii) to a former employer relating to the right of any such her regular duties as an employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere its Subsidiaries. (c) The Company and its Subsidiaries are, and since July 1, 2006, have been, in compliance in all material respects with its continued operations. Neither the Company nor any agentall applicable Legal Requirements regarding employment and employment practices, representative or employee thereof has terms and conditions of employment, wages and hours, anti-discrimination and occupational health and safety, including laws concerning unfair labor practices within the last 36 months committed any unfair labor practice as defined in meaning of Section 8 of the National Labor Relations Act, as amended, and the employment of non-residents under the Immigration Reform and Control Act of 1986, as amended. Other than claims filed with a Governmental Authority that have not been disclosed to the Company and its Subsidiaries, there is no pending or, to the Company’s knowledge, threatened charge unfair labor practice claim or complaint against the Company proceeding brought by or with the National Labor Relations Board on behalf of any employee or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees former employee of the Company during or its Subsidiaries under the 36 months prior to the date hereof. The Company has complied in all material respects with applicable LawsFair Labor Standards Act, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave ActAct or any other Legal Requirement pending or, COBRA and to the Americans with Disabilities Act, as amended. To Knowledge of the Company’s Knowledge, each service provider classified by threatened, against the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soits Subsidiaries.

Appears in 2 contracts

Samples: Merger Agreement (Emdeon Inc.), Merger Agreement (Emdeon Inc.)

Employees. Section 3.10(a(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of Schedule 3.4(a), neither the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or nor any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any a collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior organization applicable to the date hereof to organize any its employees. No labor organization or group of employees of the Company into one or more collective bargaining units. There is no any of its Subsidiaries has made a pending or, to the Company’s knowledge, threatened labor dispute, strike demand for recognition or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amendedcertification, and there is are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, or threatened in writing to the Company’s knowledge, threatened charge be brought or complaint against the Company by or filed with the National Labor Relations Board or any representative thereofother labor relations tribunal or authority. No unfair labor practice complaints are pending or, to the Company's Knowledge (as defined in Section 8.12), threatened against the Company or any of the Subsidiaries before the National Labor Relations Board, no similar claims are pending or, to the Company's Knowledge, threatened before any similar foreign agency. To the Company's Knowledge, no strike, slowdown, work stoppage, lockout or other collective labor action by or with respect to any employees of the Company or any of the Subsidiaries is in progress or has been threatened. The Company and its Subsidiaries are in material compliance with all material laws, regulations and orders relating to the employment of labor, including all such laws, regulations and orders relating to wages, hours, the Workers Adjustment and Retraining Notification Act and any similar state or local law ("WARN"), collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the collection and payment of withholding and/or social security taxes and any similar tax. There has been no strike"mass layoff" or "plant closing" as defined by WARN with respect to the Company or any of its Subsidiaries within the six months prior to Closing. (b) Schedule 3.4(b) contains a complete and accurate list of each material pension, walkout retirement, profit sharing, savings, stock option, restricted stock, severance, termination, bonus, fringe benefit, insurance, supplemental benefit, medical, education reimbursement or work stoppage other employee benefit plan, including each "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"), sponsored, maintained or threat thereof involving contributed to or required to be contributed to by the Company or any of the Subsidiaries for the benefit of current or former employees of the Company during or any of the 36 months Subsidiaries within the three years prior to the date hereofClosing (each a "Plan"). The Schedule 3.4(b) separately indicates each Plan which is a multiemployer plan, as defined in Section 3(37) of ERISA ("Multiemployer Plan"). There are no trades or businesses (whether or not incorporated) which are or have ever been under common control, or which are or have ever been treated as a single employer, with the Company has complied in under Section 414(b), (c), (m) or (o) of the Code, other than the Subsidiaries. During the past six years, neither the Company nor any of its Subsidiaries have contributed to an employee benefit plan subject to Title IV of ERISA, other than the Multiemployer Plan. (c) Complete and accurate copies of the following items relating to each Plan, where applicable, have been delivered to Purchaser or its representatives: (i) all material respects Plan documents and related trust agreements including amendments thereto; (ii) the most recent determination letter received from the Internal Revenue Service (the "IRS") with applicable Laws, rules and regulations relating respect to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law such Plan that is intended to be so classified, and qualified under Section 401 of the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do so.Internal Revenue Code (the "Code");

Appears in 2 contracts

Samples: Stock Purchase Agreement (Aki Inc), Stock Purchase Agreement (Aki Holding Corp)

Employees. Section 3.10(aSchedule 3.15(a) contains a true, complete and accurate list of the Company Disclosure Schedule sets forth names, titles, annual compensation, all bonuses and similar payments (including any equity compensation) made or owed for the name current and current rate of compensation preceding year, accrued vacation as of the employees date hereof, and employer for each director, officer, manager and employee of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or SubsidiariesCompany. There are no accrued is no, and unpaid vacation and sick pay for any Employees except for during the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company past two years there has made available to the Parent a copy of each employmentbeen no, consulting labor strike, picketing, dispute, slow-down, work stoppage, union organization effort, grievance filing or independent contractor agreementproceeding, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Scheduleother labor difficulty actually pending or, to the Knowledge knowledge of Seller, threatened against or involving the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement agreement, there are no labor unions or other organizations representing any other agreement with a labor union, and, to employee of the Company’s knowledge, there has been and no effort by any labor union during or organization is engaged in any organizing activity with respect to any employee of the 36 months Company. In the three years prior to the date hereof to organize any employees of Closing Date, the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice not effectuated a “plant closing” as defined in the National Labor Relations Worker Adjustment and Retraining Notification Act (the “WARN Act”) (or any similar state, local or foreign law) or a “mass layoff” as amendeddefined in the WARN Act (or any similar state, and there is no pending orlocal or foreign law) affecting any site of employment or facility of the Company. Neither the Company, to nor the Seller, has received written notice that any of the Company’s knowledge, threatened charge or complaint against current key employees intends to terminate his employment with the Company or would not be willing to work for Purchaser or Company or once it is owned by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereofPurchaser. The Company has complied complied, and is presently in compliance in all material respects with applicable Laws, rules and regulations all Laws relating to employment (including all employee verification requirements under immigration employment. The Company’s employees and independent contractors are properly classified as such. The Company has no liability or obligations for misclassification of employees from state or federal wage and hour laws, civil rights including overtime and equal employment opportunitiesminimum wage laws, including but not limited to, or the Civil Rights Act misclassification of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary any person as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do sorather than an employee.

Appears in 2 contracts

Samples: Equity Purchase Agreement, Equity Purchase Agreement (Intercloud Systems, Inc.)

Employees. Section 3.10(a) Since January 27, 2000, neither the Seller nor any of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by experienced any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike disputes or work stoppage which affects or which may affect the business due to labor disagreements. The Seller and each of the Company or which may interfere its Subsidiaries are in compliance in all material respects with its continued operations. Neither the Company nor any agentall applicable Laws respecting employment and employment practices, representative or employee thereof has within the last 36 months committed terms and conditions of employment and wages and hours and have not been and are not engaged in any unfair labor practice as defined in the National Labor Relations Act, as amended, and there the violation of which has had or would be reasonably expected to have a Material Adverse Effect. There is no pending or, to the Company’s knowledge, threatened unfair labor practice charge or complaint against the Company by Seller and/or any of its Subsidiaries pending or with threatened before the National Labor Relations Board Board. No grievance which might have an adverse effect on the Seller and its Subsidiaries and their respective operations or prospects nor any representative thereofarbitration proceeding arising out of or under any collective bargaining agreement is pending and no pending claims therefore have been made. There has been no strike, walkout or work stoppage or threat thereof involving No collective bargaining agreement of the Seller and/or any of the employees its Subsidiaries restricts (to a material degree) any of them from relocating, closing or subcontracting any of its operations. With respect to current employees, neither Seller nor any of its Subsidiaries (i) has any collective bargaining relationship or duty to bargain with any Labor Organization (as such term is defined in Section 2(5) of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair National Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Relations Act, as amended. To ) or (ii) has recognized any Labor Organization as the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements collective bargaining representative of any applicable law of its current employees. None of the current employees of the Seller and/or any of its Subsidiaries is represented by a labor union, nor is there, to be so classifiedthe Knowledge of the Seller and its Subsidiaries as of the Execution Date, and any organization effort currently being made or threatened by or on behalf of any labor union to organize any current employees of the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation Seller and/or any of its Subsidiaries. No Selling Party is a party to any collective bargaining agreement with respect to its current employees. No Selling Party has any Liability arising under any collective bargaining agreement other than for post-retirement medical and/or life insurance benefits arising solely under collective bargaining agreements identified on IRS Forms 1099 when required to do soSection 3.19 of the Disclosure Schedule.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Golden Books Family Entertainment Inc), Asset Purchase Agreement (Golden Books Family Entertainment Inc)

Employees. Section 3.10(a(a) of Neither the Company Disclosure Schedule sets forth the name and current rate nor any of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees Affiliates is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not been a party to or bound by any collective bargaining or similar agreement and there are no labor unions or any other agreement with a labor unionorganizations representing, and, purporting to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending represent or, to the Company’s knowledge, threatened labor disputeattempting to represent, strike or work stoppage which affects or which may affect the business any employee of the Company or which may interfere with any of its continued operationsAffiliates. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any There are no unfair labor practice as defined in complaints pending against the Company or any of its Affiliates before the National Labor Relations Act, as amended, and there is no pending orBoard or any other Governmental or Regulatory Authority nor, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or are any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereofsuch complaints threatened. The Company has complied in and its Affiliates have correctly classified their employees and other service providers as exempt employees, non-exempt employees or non-employees for all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunitiespurposes, including but not limited towithout limitation, the Civil Rights Act of 1964, under the Fair Labor Standards Act, the Family Medical Leave Code and other applicable Laws. Neither the Company nor any of its Affiliates has taken any action that could reasonably be expected to result in an involuntary termination of employment of enough employees (beyond normal turnover) on or prior to the Closing Date to give rise to any Liability under the WARN Act. (b) Schedule 2.21(b) sets forth a list of all employees of the Company and its Affiliates employed in the operation of the Business as of the date hereof, COBRA stating such employee’s name, job title, location of employment, base salary or hourly rate of compensation, target incentive compensation, years of service credit, accrued vacation and other paid time-off, exempt/non-exempt status, and hire date (as the Americans with Disabilities Actsame may be updated by the Company no later than five days prior to the Closing). All such employees, other than Xxxx Xxxxxxxx, Xxxxxx Xxxx, Xxxxx Xxxxxxx, Xxx X’Xxxxxxx, Xxxxxx Xxxxx, Xxxx Xxxx, Xxxxxx Xxxx, Xxxxxx Xxxxxx and Xxx Xxxxxxx are referred to herein as amended. the “Business Employees.” To the Company’s Knowledgeknowledge, each service provider classified by no Essential Employee, officer or executive has any present intention to terminate employment with the Company. Except as set forth on Schedule 2.21(b), no employee of the Company or a Subsidiary as an independent contractor satisfies and has satisfied its Affiliates is subject to any noncompetition, nondisclosure, confidentiality, employment, consulting or similar Contract relating to, affecting or in conflict with the requirements present or proposed business activities of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soCompany.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Caesars Acquisition Co)

Employees. Section 3.10(a) There are no controversies pending or, to the Company’s knowledge, threatened between Company or any of its Subsidiaries and any of their respective employees that could reasonably be expected to have a Material Adverse Effect. Neither Company nor any of its Subsidiaries is a party to any collective bargaining agreement with respect to any of their respective employees or any labor organization to which employees or any of them belong. Company and each of its Subsidiaries has complied in all material respects with all laws and regulations related to employment and employment practices, including without limitation those related to wages, hours, worker classification, labor relations, collective bargaining, discrimination, equal opportunity, disability rights or benefits, workers’ compensation, employee leave, immigration, and the payment and withholding of Taxes and other sums as required by applicable law. Company and each of its Subsidiaries has withheld and paid to the appropriate Governmental Entity or is holding for payment not yet due to such Governmental Entity all amounts required to be withheld from its employees and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing. Since January 1, 2003, there are no independent contractors who have provided services to Company Disclosure Schedule sets forth the name or any of its Subsidiaries for a period of six consecutive months or longer and current rate each individual classified as an independent contractor has been properly so classified. Company has never had any temporary or leased employees. Since January 1, 2000, each employee of compensation Company or any of the employees its Subsidiaries has entered into a confidentiality and assignment of inventions agreement with Company, a copy or form of which has previously been delivered to Parent. Except as disclosed in the Company and SEC Documents filed prior to the date hereof, no employee of Company or any of its Subsidiaries (“Employees”i) as of August 15, 2009 as well as sets forth if each of the Employees is subject to has an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a(ii) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary ’s knowledge is in violation of any term of any patent disclosure agreement, non-competition agreement agreement, or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed by Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or the any of its Subsidiaries or to the use of trade secrets or proprietary information of others. The , or (iii) in the case of any key employee or group of key employees, as of the date hereof, has given notice to Company is not a party to or bound by any collective bargaining agreement or any other agreement of its Subsidiaries that such employee or any employee in a group of key employees intends to terminate his or her employment with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative of its Subsidiaries has caused or employee thereof has within the last 36 months committed will cause any unfair labor practice “employment loss” (as that term is defined or used in the National Labor Relations Worker Adjustment Retraining Notification Act, as amended, and there ) at any time from the date that is no pending or, to the 90 days immediately preceding Company’s knowledge, threatened charge or complaint against execution of this Agreement and continuing through the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soClosing Date.

Appears in 2 contracts

Samples: Merger Agreement (Bottomline Technologies Inc /De/), Merger Agreement (Optio Software Inc)

Employees. (a) The Seller has provided the Buyer with complete and correct copies of (i) all existing severance agreements or arrangements with any officer, employee or consultant of the Electrical Business, (ii) a form of all trade secret, non-compete, non-disclosure and invention assignment agreements used by the Electrical Business with its employees and (iii) all manuals and handbooks applicable to any current director, manager, officer, employee or consultant of the Electrical Business. As of the date hereof, to the Seller’s Knowledge, no executive or key employee of the Electrical Business or any group of employees of the Electrical Business has any plans to terminate employment with the Seller Group. (b) Except as disclosed on Section 3.10(a3.22(b) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15Schedules, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available with respect to the Parent a copy Electrical Business: (i) there is no collective bargaining agreement or collective bargaining relationship with any labor organization, works council or similar employee representative; (ii) since January 1, 2011, no labor organization or group of each employmentemployees has filed any representation petition or certification application or made any written demand for recognition; (iii) to the Knowledge of Seller, consulting no union organizing activities are underway or independent contractor agreementthreatened and no such activities have occurred since January 1, confidentiality/assignment 2011; (iv) since January 1, 2011, no labor strike or work stoppage has occurred and there is no material grievance, claim of inventions agreement and/or non-competition agreement entered into with an employee unfair labor practice or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Scheduleother material labor dispute pending or, to the Knowledge of the CompanySeller, threatened and no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreementsuch material labor dispute has occurred since January 1, non-competition agreement or any restrictive covenant 2011. (ic) With respect to the Company Transactions, any notice required under any Applicable Law or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months or prior to Closing will be given, and all consultative or similar obligations with any employee representative required by Applicable Law (if any) have been or prior to Closing will be satisfied. (d) Since January 1, 2011, no Acquired Company has implemented any plant closing or layoff of employees that could implicate the date hereof to organize any employees Worker Adjustment and Retraining Notification Act of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act1988, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strikesimilar foreign, walkout state or work stoppage local law, regulation or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment ordinance (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited tocollectively, the Civil Rights Act of 1964, the Fair Labor Standards "WARN Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified"), and the Company and Subsidiaries have fully and accurately reported no such independent contractors’ compensation on IRS Forms 1099 when required action will be implemented without advance notification to do soBuyer.

Appears in 1 contract

Samples: Purchase Agreement (Actuant Corp)

Employees. Section 3.10(aParagraph (a) of the Company Disclosure attached Employee Schedule --------- ----------------- sets forth, as of June 30, 2004, a true and complete list of (x) employee headcount by location and (y) all Employees and officers, directors or managers (who are not Employees), including their position, paid an annual base salary of $100,000 or more. Paragraph (b) of the attached Employee Schedule sets forth a true and ----------------- complete list of each work council, union or other labor organization, which has to be notified or consulted or with which negotiations need to be conducted in connection with the name transactions contemplated by this Agreement and current rate each collective bargaining agreement which has any impact on the terms and conditions of compensation employment with respect to the Employees. Where required under applicable Law, the Company or a Subsidiary will have, prior to the Closing Date, properly notified, or where appropriate consulted or negotiated with, the local works council, union, labor board or relevant government agency concerning the transactions contemplated by this Agreement. Other than as described in paragraph (c) of the employees of attached Employee -------- Schedule, the Company and each Subsidiary is in material compliance with its Subsidiaries -------- own policies respecting employment and employment practices, terms and conditions of employment, wages and hours, equal opportunity, civil rights, labor relations, occupational health and safety and payroll taxes, and any federal, state, provincial or local human rights act. Other than as described in paragraph (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(ad) of the Company Disclosure attached Employee Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of (i) neither ----------------- the Company and Subsidiaries. Except as set forth on Section 3.09 nor any Subsidiary is in receipt of the Company Disclosure Schedulea complaint, to the Knowledge of the Company, no employee of demand letter or charge issued by a Governmental Entity which alleges a violation by the Company or any Subsidiary is in violation of any term applicable Law respecting employment and employment practices, terms and conditions of any patent disclosure agreementemployment, non-competition agreement wages and hours, equal opportunity, civil rights, labor relations, occupational health and safety or any restrictive covenant (i) to the Company or any Subsidiary, or payroll taxes; and (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor unionsince January 1, and2003, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither neither the Company nor any agentSubsidiary has engaged in any plant closing, representative work force reduction or employee thereof other similar action which has within the last 36 months committed resulted or would result in material liability under any unfair labor practice as defined applicable Law and have not issued any notice that any such action is to occur in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do sofuture.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gardner Denver Inc)

Employees. Section 3.10(a(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on in Section 3.09 4.13(a) of the Company Regency Disclosure Schedule, to the Knowledge none of the CompanyRegency Companies has agreed to recognize any labor union or other collective bargaining representative and, to Regency's Knowledge, no employee labor union or other collective bargaining representative claims to or is seeking to represent any employees of the Company Regency Companies. To Regency's Knowledge, no union organizational campaign or representation petition is currently pending with respect to any Subsidiary is in violation employees of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant Regency Company. (ib) to the Company or any Subsidiary, or (iiExcept as set forth in Section 4.13(b) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Regency Disclosure Schedule, no Regency Company is not a party to or bound by any collective bargaining agreement, other labor contract or individual agreement or any other agreement with a labor union, and, applicable to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more Regency Companies. No collective bargaining units. agreements, other labor contract or individual agreements relating to any employees of the Regency Companies are being negotiated. (c) There is no labor strike or labor dispute, slow down, lockout or stoppage actually pending or, to the Company’s knowledgeRegency's Knowledge, threatened labor disputeagainst or affecting the Regency Companies, strike or work stoppage which affects or which may affect the business and none of the Company Regency Companies has experienced any labor strikes or which may interfere with its continued operationsmaterial labor disputes, slowdowns, lockouts or stoppages. Neither None of the Company Regency Companies is engaged, nor any agenthas engaged, representative or employee thereof has within the last 36 months committed in any unfair labor practice as defined in the National Labor Relations Act, as amendedpractices, and there is no has not had any, unfair labor practice charges or complaints before any Governmental Authority pending or, to the Company’s knowledgeRegency's Knowledge, threatened charge against any Regency Company. None of the Regency Companies has had any grievances, arbitrations, or complaint other proceedings arising or asserted to arise out of or under any employment or similar Contract or individual Contract, pending or, to Regency's Knowledge, threatened, against any of them. (d) Except as provided in Section 4.13(d) of the Company by Regency Disclosure Schedule, none of the Regency Companies is a party to any Contract or subject to any requirement that are, in any way, inconsistent with the National Labor Relations Board such employees' possible future status with Buyer or any representative thereof. There has been no strikeRegency Company as employees-at-will who may be terminated at any time without cause or notice, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with except as otherwise provided by applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soLaw.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Regency Energy Partners LP)

Employees. Section 3.10(a(a) None of the Company Disclosure Schedule sets forth the name and current rate nor any of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or otherwise bound by any collective bargaining agreement or other labor union contract applicable to employees of the Company or any other agreement with a labor union, of its Subsidiaries and, to the Company’s knowledgeknowledge of the Company and its Subsidiaries, there has been no effort by are not any activities or proceedings of any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining unitssuch employees. There is no pending or, to To the Company’s and its Subsidiaries’ knowledge: (i) there is no unfair labor practice charge or complaint pending before any applicable Governmental Entity relating to the Company or any of its Subsidiaries or any employee thereof; (ii) there is no labor strike, threatened labor dispute, strike material slowdown or material work stoppage which affects or which may affect lockout pending or threatened against or affecting the business Company or any of its Subsidiaries, and none of the Company or which may interfere any of its Subsidiaries has experienced any strike, material slowdown or material work stoppage, lockout or other collective labor action by or with respect to its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined employees in the National Labor Relations Act, as amended, and past three (3) years; (iii) there is no representation claim or petition pending or, before any applicable Governmental Entity; and (iv) there are no charges with respect to or relating to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving of its Subsidiaries pending before any applicable Governmental Entity responsible for the prevention of the employees unlawful employment practices. (b) Each of the Company during the 36 months prior to the date hereof. The Company and each of its Subsidiaries is and has complied been in compliance in all material respects with all applicable Laws, rules and regulations Laws relating to employment (employment, including all employee verification requirements under immigration lawsapplicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights rights, employment verification, safety and equal employment opportunitieshealth, including but not limited toworkers’ compensation, pay equity, classification of employees and independent contractors, overtime, and the collection and payment of withholding and/or social security Taxes. (c) In the last three (3) years, none of the Company or any of its Subsidiaries has effectuated a “plant closing” or “mass layoff” (as defined in the United States Worker Adjustment and Retraining Notification Act, or any similar Law) or taken any other action that would trigger notice or liability under any state, local or foreign plant closing notice Law. Each of the Company and its Subsidiaries is, and for the last three (3) years has been, in compliance with the Worker Adjustment Retraining Notification Act of 1988, as amended and each similar state or local Law. (d) Prior to the date hereof, the Civil Rights Act Company delivered to the Purchaser a list of 1964all employees of the Company or any of its Subsidiaries that are, or were within the Fair Labor Standards Actpast six months, on long-term disability or other unpaid medical leave, or leave due to a workplace injury covered by a workers’ compensation policy or program incurred more than six months prior to the Family Medical Leave ActClosing Date. (e) Neither the Company nor, COBRA and to the Americans with Disabilities Actknowledge of the Company or any of its Subsidiaries, as amended. To any of the Company’s Knowledgeor its Subsidiaries’ employees or individual independent contractors is bound by any contract (including licenses, each service provider classified by covenants or commitments of any nature) or subject to any judgment, decree or order of any Governmental Entity that would materially interfere with the use of such Person’s best efforts to promote the interests of the Company or a Subsidiary any of its Subsidiaries or that would materially conflict with the Company’s or any of its Subsidiaries’ business as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do socurrently conducted.

Appears in 1 contract

Samples: Merger Agreement (Auxilium Pharmaceuticals Inc)

Employees. Section 3.10(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of Schedule 3.16: (a) Since the Lookback Date, neither the Company Disclosure Schedule, to the Knowledge nor any of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the its Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a has been party to or bound by any collective bargaining or similar agreement with respect to any employees or former employees of the Company or its Subsidiaries, and neither the Company nor any of its Subsidiaries has had any duty to recognize or bargain with any labor organization representing any employees or former employees of the Company or any of its Subsidiaries. Since the Lookback Date, there has been no unfair labor practice charge filed or pending before the National Labor Relations Board or other agreement with a labor union, andsimilar Governmental Body and no such activity, to the Company’s knowledge, there is threatened against the Company or any of its Subsidiaries. To the knowledge of the Company, since the Lookback Date, neither the Company nor any of its Subsidiaries has been no effort by experienced any labor union during the 36 months prior organizing or decertification activities, and, to the date hereof knowledge of the Company, no such activities are underway or threatened. Since the Lookback Date, neither the Company nor any of its Subsidiaries has experienced any strikes, concerted work stoppage, slowdowns or other material labor disputes, and, to organize any the knowledge of the Company, no such disputes are underway or threatened. (b) The Company has provided Buyer in writing and on a redacted basis, if needed to comply with applicable Law, a list of all current employees of the Company and its Subsidiaries, and their respective (i) base salary or hourly rate, (ii) job position/title, (iii) classification as exempt or non-exempt from overtime Laws, (iv) classification as full-time or part-time, (v) bonus and/or commission opportunity, (vi) location (City, State, Country), and (vii) name of employing entity. All employees of the Company and its Subsidiaries are currently employed “at will.” Neither the Company nor any of its Subsidiaries have entered into one any consulting or more independent contractor agreement currently in effect that cannot be terminated or cancelled upon thirty (30) days’ prior notice or less without penalty. (c) The Company and its Subsidiaries are, and since the Lookback Date, have been, in compliance in all material respects with all applicable Laws respecting employment and employment practices, including relating to: wage and hour; classification of employees as exempt or non-exempt for wage-and-hour purposes; classification of independent contractors; collective bargaining unitsbargaining; discrimination; harassment; civil rights; child labor; equal employment opportunity; immigration; work eligibility or I-9 practices; pay equity; safety and health; COVID-19 protocols, laws, regulations, and executive orders; workers’ compensation; the WARN Act, and all obligations imposed by any employment contract to which the Company is a party. There Since the Lookback Date, no charge, complaint, claim, investigation, litigation, action, audit or agency proceeding relating to any employment or labor matter or practice has been filed, is no pending or, to the knowledge of the Company’s knowledge, threatened with respect to the Company or any of its Subsidiaries, in each case, before or by any Governmental Body, and the Company has not received any notice of intent by any Governmental Body responsible for the enforcement of labor disputeand employment Laws to conduct an investigation, strike audit or work stoppage which affects proceeding relating to any employees or which may affect the business former employees of the Company or which may interfere with any of its continued operationsSubsidiaries or any employment practices of the Company or any of its Subsidiaries. Since the Lookback Date, no allegations of sexual harassment or sexual discrimination have been reported or published to the Company or any of its Subsidiaries against any members of management of the Company or any of its Subsidiaries and neither the Company nor any of its Subsidiaries has entered into any settlement agreement related to allegations of sexual harassment or sexual discrimination. (d) Since the Lookback Date, neither the Company nor any of its Subsidiaries has implemented any “mass layoffs” or “plant closings” that would have given rise to notice obligations under the WARN Act and the transactions contemplated herein will not prior to and through the Closing result in a “mass layoff” or “plant closing” under the WARN Act. Neither the Company nor any agent, representative of its Subsidiaries has implemented any layoffs or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, furloughs due to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soCOVID-19.

Appears in 1 contract

Samples: Merger Agreement (PTC Inc.)

Employees. Section 3.10(a(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees No employee or independent contractors of the Company and its Subsidiaries (“Employees”) as no group of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor employees or independent contractors of the Company has notified the Company in writing or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) member of the Company Disclosure ScheduleKnowledge Group orally of any plans to terminate his or its employment or relationship with the Company. The Schedule 4.13(a) lists any executive, key employee or key independent contractor whose employment or relationship with the Company terminated since December 31, 2013. (b) To the Company’s and Stockholders’ Knowledge, the Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into complied with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer all applicable Laws relating to the right employment of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor unionpersonnel and labor, andincluding, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964ERISA, the Fair Labor Standards Act, the Family Medical Leave Age Discrimination in Employment Act, COBRA and the Americans with Disabilities Act, provisions thereof relating to wages, hours, equal opportunity, collective bargaining and the payment of social security, Medicare, and other Taxes, including withholding requirements, the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation, the Immigration Reform and Control Act of 1986, as amended, and characterizing individuals as independent contractors. To Except as disclosed in Schedule 4.13(b), no employee of the Company has any agreement regarding his or her employment, other than an agreement for at-will employment. (c) Except as disclosed in Schedule 4.13(c), for the last three (3) years through the Closing Date, the Company has not: (i) been bound by or entered into any Contract or collective bargaining agreement with any labor organization or other representative of any employees of the Company’s Knowledge, except as disclosed on Schedule 4.09(a), (ii) experienced any strike, work stoppage, or lockout, and none has been threatened in writing, (iii) been the subject of any grievance, unfair labor practice claim, charge of discrimination, or other material employee or labor dispute, (iv) engaged in any unfair labor practice, (v) been the subject of any organizational effort made or threatened by or on behalf of any labor union with respect to employees of the Company, except as related to the collective bargaining agreements, if any, disclosed on Schedule 4.09(a), or (vi) leased any employees. The Company has satisfied any notice or bargaining obligation it may have under any Law or collective bargaining agreement to any employee representative. (d) Except as disclosed in Schedule 4.13(d), there are no outstanding rights or obligations relating to pensions, Benefit Plans, severance or termination pay, workers compensation, unemployment compensation and/or other obligation to employees or independent contractors of the Company. (e) Schedule 4.13(e) sets forth the name, start date, title or position, citizenship and the annual or, as the case may be, hourly rate of compensation (including salary, bonuses and commissions), as of the date of this Agreement and at the Closing Date, for each service provider classified individual engaged by the Company or a Subsidiary as an employee or independent contractor satisfies and has satisfied the requirements whose annual income (of any applicable law to be so classified, and all types) from the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required has exceeded or is expected to do soexceed $25,000.

Appears in 1 contract

Samples: Stock Purchase Agreement (Diplomat Pharmacy, Inc.)

Employees. Section 3.10(a(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) Except as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) the attached Employee Schedule, no Company or Company Subsidiary has experienced any strike or material grievance, claim of unfair labor practices, or other collective bargaining dispute within the past two years. No Company Disclosure Schedule. The or Company Subsidiary has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiariescommitted any material unfair labor practice. Except as set forth on Section 3.09 of the Company Disclosure attached Employee Schedule, to the Knowledge Companies' knowledge, no organizational effort is presently being made or threatened by or on behalf of the Company, any labor union with respect to employees of either Company or any of its Subsidiaries and no employee of the any Company or Company Subsidiary is subject to any noncompete, nondisclosure, confidentiality, employment or consulting agreements in conflict with the present business activities of any Company or Company Subsidiary except for agreements set forth on the attached Employee Schedule. Each Company and Company Subsidiary is in violation compliance with its obligations pursuant to the WARN Act and all other notification and bargaining obligations arising under applicable Laws. (b) The employees of the Companies and Company Subsidiaries have not been, and currently are not, represented by a labor organization or group which was either certified or voluntarily recognized by any labor relations board, including, without limitation, the United States National Labor Relations Board ("NLRB") or certified or voluntarily recognized by any other Governmental Entity. (c) Since July 31, 2000, no labor dispute, walk out, strike, slowdown, hand billing, picketing, work stoppage (sympathetic or otherwise), or other "concerted action" involving the employees of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Companies or Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company has occurred, is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, andin progress or, to the Company’s Companies' knowledge, there has been threatened; (d) Since July 31, 2000, no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one discrimination and/or retaliation claim, complaint, charge or more collective bargaining units. There investigation has been filed or is no pending or, to the Company’s Companies' knowledge, is threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of Companies or Company Subsidiaries under the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to1866 or 1964 Civil Rights Acts, the Civil Rights Equal Pay Act, the Age Discrimination in Employment Act of 1964("ADEA"), the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, ERISA or any other federal law or comparable state fair employment practices act or foreign law. (e) If any of the Family Medical Leave ActCompanies or Company Subsidiaries is a federal or state contractor obligated to develop and maintain an affirmative action plan, COBRA no discrimination claim, show cause notice, conciliation proceeding, sanction or debarment proceeding has been filed or is pending or, to the Companies' knowledge, is threatened with the Office of Federal Contract Compliance Programs or any other federal agency or any comparable state or foreign agency or court and the Americans with Disabilities Actno desk audit or on-site review is in progress. (f) Since July 31, as amended. To the Company’s Knowledge2000, each service provider classified no citation has been issued by the Occupational Safety and Health Administration ("OSHA") against any of the Companies or Company Subsidiaries and no notice of contest, claim, complaint, charge, investigation or a Subsidiary as an independent contractor satisfies and other administrative enforcement proceeding involving any of the Companies or Company Subsidiaries has satisfied been filed or is pending or, to the requirements Companies' knowledge, is threatened against any of the Companies or Company Subsidiaries under OSHA or any other applicable law relating to be so classified, occupational safety and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do sohealth.

Appears in 1 contract

Samples: Stock Purchase Agreement (Express Scripts Inc)

Employees. Section 3.10(a) 5.13 of the Company Cyclone Disclosure Schedule Letter sets forth the name a correct and current rate of compensation complete list as of the employees date hereof of all agreements with labor organizations, works councils, unions or associations applicable to the Company and its Subsidiaries (“Cyclone Subsea Business Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for discrimination complaints, employment-related complaints or any Employees except for other kind of labor-related disputes against Cyclone or any Cyclone Entity in connection with the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure ScheduleCyclone Subsea Business pending before or, to the Knowledge knowledge of the CompanyCyclone, no employee of the Company or threatened before any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor unionGovernmental Authority, and, to the Company’s knowledgeknowledge of Cyclone, there no dispute respecting minimum wage or overtime Claims exists. The Cyclone Subsea Business has been no effort by not experienced any labor union during disputes or any work stoppage due to labor disagreements within the 36 months prior past three years. With respect to the date hereof to organize any employees of the Company into one or more collective bargaining units. There Cyclone Subsea Business: (i) there is no unfair labor practice charge or complaint against Cyclone or any Cyclone Entity actually pending or, to the Company’s knowledgeknowledge of Cyclone, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with before the National Labor Relations Board or any representative thereof. There has been similar agencies in non-U.S. jurisdictions; (ii) there is no labor strike, walkout slowdown or work stoppage actually pending or, to the knowledge of Cyclone, threatened against or threat thereof involving affecting Cyclone or any Cyclone Entity; and (iii) no attempt to organize any of the employees Cyclone Subsea Business Employees has resulted in an election within the past three years or, to the knowledge of Cyclone, is threatened respecting any of the Company during the 36 months prior to the date hereofCyclone Subsea Business Employees. The Company Cyclone Subsea Business is not now, and has not at any time within the past three years been, subject to any collective bargaining agreement, Contract, letter of understanding or other similar arrangement with any labor organizations, works councils, unions or associations. Cyclone and each Cyclone Entity has complied in all material respects with applicable Lawsall Applicable Laws pertaining to the employment or termination of employment of their employees, rules and regulations including all Applicable Laws relating to employment (including all employee verification requirements under immigration lawslabor relations, civil rights and equal employment opportunitiesopportunities fair employment practices, including but not limited toprohibited discrimination, applicable information and consultation obligations, occupational safety and health standards, terms and conditions of employment, payment of wages, workers’ compensation, immigration and visa requirements and other similar employment activities. Each Cyclone Subsea Business Employee has been paid all wages, income and any other sum due and owing to such employee by Cyclone or any Cyclone Entity. The representations and warranties in this Section 5.13 are the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA exclusive representations and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified warranties by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law Cyclone relating to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do solabor matters.

Appears in 1 contract

Samples: Master Formation Agreement (Cameron International Corp)

Employees. Section 3.10(a) of Except as set forth on Schedule 4.18, neither the Company Disclosure Schedule sets forth nor any of its Subsidiaries has experienced any, nor to the name and current rate of compensation Company’s Knowledge has there been any threatened, strike, concerted work stoppage, or other material collective bargaining dispute, in each case since the Look-back Date. None of the employees of the Company and its Subsidiaries (“Employees”) as of August 15are represented by any union, 2009 as well as sets forth if each of the Employees is subject works council or similar organization with respect to an their employment agreement, non-competition agreement and/or non-solicitation agreements in favor of with the Company or any of its Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for Since the accruals set forth on Section 3.10(aLook-back Date, (a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy Company’s Knowledge, there has been no organizational effort pending or threatened by or on behalf of each employmentany labor union, consulting works council or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into similar labor organization with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, respect to the Knowledge of the Company, no employee employees of the Company or any Subsidiary is in violation of any term its Subsidiaries and (b) no labor organization or group of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one and its Subsidiaries has made a demand for recognition or more collective bargaining units. There is certification, and there have been no representation or certification proceedings or petitions seeking representation pending orwith the National Labor Relations Board, to the Company’s knowledge, threatened any other labor dispute, strike relations tribunal or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operationsauthority. Neither the Company nor any agentof its Subsidiaries is party to or otherwise bound by any collective bargaining agreements or other Contracts with any labor union, representative works council or similar labor organization, and no collective bargaining or similar labor agreements are currently being negotiated by the Company or any of its Subsidiaries. Since the Look-back Date, the Company and its Subsidiaries have been in material compliance with all applicable Laws respecting labor, employment, terms and conditions of employment, occupational safety and health requirements, wages and hours, withholding of Taxes, employment discrimination, harassment, unlawful retaliation, equal opportunity, classification of exempt and non-exempt employees and independent contractors, immigration, employee thereof leave issues and unemployment insurance. Since the Look-back Date, there has within been no material pending or, to Company’s Knowledge, threatened claim or litigation against the last 36 months committed Company or its Subsidiaries, with respect to allegations of sexual harassment or sexual misconduct, and there have been no complaints in writing accusing any unfair labor practice supervisory or managerial employee of the Company or its Subsidiaries of sexual harassment or sexual misconduct. Since the Look-back Date, neither the Company nor any of its Subsidiaries has effectuated any “mass layoff” or “plant closing” (each as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board WARN Act or any representative thereof. There has been no strikestate, walkout county or work stoppage local equivalent) or threat thereof involving implemented any early retirement or exit incentive program, in each case, in violation of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards WARN Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do so.

Appears in 1 contract

Samples: Merger Agreement (Vesper Healthcare Acquisition Corp.)

Employees. Section 3.10(a(a) Each of the Company Disclosure Schedule sets forth and its Subsidiaries is and during the name past three (3) years has been in compliance, in all material respects, with all applicable Laws governing the employment of labor, including all such laws relating to discrimination or harassment in employment; terms and current rate conditions of employment; termination of employment; wages; overtime classification; hours; meal and rest breaks; occupational safety and health; plant closings; employee whistle-blowing; immigration and employment eligibility verification; employee privacy; background checks and other consumer reports regarding employees and applicants; employment practices; negligent hiring; affirmative action and other employment-related obligations on federal contractors and subcontractors; classification of employees, individual consultants and individual independent contractors; labor relations; collective bargaining; unemployment insurance; and workers’ compensation (collectively, “Employment Matters”). (b) There are no pending, or to the Seller’s knowledge, threatened material lawsuits, arbitrations, administrative charges, labor grievances or claims by any employee, independent contractor, former employee, or former independent contractor of the Company or any of its Subsidiaries before the National Labor Relations Board, the Equal Employment Opportunity Commission or any similar Governmental Body relating to any Employment Matters. (c) Within the six (6) months prior to the date hereof, neither the Company nor any of its Subsidiaries (i) has effectuated (A) a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries, or (B) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries; and (ii) has been party to any transaction resulting in employee layoffs or employment terminations sufficient in number to trigger application of the WARN Act. (d) The Employees Schedule lists all of the directors, officers and employees of the Company and its Subsidiaries (“Employees”) as with annual base compensation in excess of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor $75,000. No employees of the Company or Subsidiaries. There any of its Subsidiaries are no accrued and unpaid vacation and sick pay for represented by any Employees except for the accruals set forth on Section 3.10(a) of labor union, trade union or labor organization with respect to their employment with the Company Disclosure Schedule. The Company has made available to or any of its Subsidiaries. (e) To the Parent a copy of Seller’s knowledge, each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary of its Subsidiaries is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) a United States citizen, (ii) a United States national, (iii) a lawful permanent resident of the United States, or (iv) an alien authorized to work in the United States either specifically for the Company or one of its Subsidiaries or for any United States employer. The Company or one of its Subsidiaries has completed a Form I-9 (Employment Eligibility Verification) for each employee hired in the past three (3) years, and each such Form I-9, to the Seller’s knowledge, is correct and complete. (f) The Company and all Subsidiaries have reasonably investigated all sexual harassment allegations made by or against any employee or individual independent contractor of the Company or any Subsidiary, or of its Subsidiaries in the past three (ii3) years about which Seller has knowledge. With respect to a former employer relating to the right of any each such employee to be employed because of the nature of the business conducted by allegation which the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party its Subsidiary reasonably deems to or bound by any collective bargaining agreement or any other agreement with a labor unionhave merit, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations ActSubsidiary, as amendedapplicable, and there has taken prompt corrective action that is no pending or, reasonably calculated to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soprevent further harassment.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fat Brands, Inc)

Employees. Section 3.10(a(i) The Company and the Company Subsidiaries are in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, health and safety, and wages and hours; (ii) neither the Company nor any of the Company Disclosure Schedule sets forth Subsidiaries has received written notice of any charge or complaint against the name Company or any of the Company Subsidiaries pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) neither the Company nor any of the Company Subsidiaries is a party to any collective bargaining agreement and current rate there is no labor strike, slowdown or stoppage actually pending or, to the knowledge of compensation the Company, threatened against or affecting the Company or any of the Company Subsidiaries; (iv) neither the Company nor any of the Company Subsidiaries has received notice that any representation petition respecting the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor or any of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for Subsidiaries has been filed with the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employmentNational Labor Relations Board, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Scheduleand, to the Knowledge knowledge of the Company, there has been no employee labor union prior to the date hereof organizing any employees of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the its Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is ; (v) there are no pending orcomplaints, lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company’s knowledge, threatened labor dispute, strike by or work stoppage which affects on behalf of any present or which may affect the business former employee of the Company or which may interfere with its continued operations. Neither any of the Company nor Subsidiaries alleging breach of any agentexpress or implied contract of employment; (vi) the Company has not received any written notice that a federal, representative state, or employee thereof has within local agency responsible for the last 36 months committed any unfair enforcement of labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, or employment Laws intends to conduct an investigation with respect to or relating to the Company’s knowledge, threatened charge Company or complaint against any of the Company by Subsidiaries and no such investigation is in progress; (vii) there are no personnel arrangements, understandings, policies, rules or with procedures (whether written or oral) applicable to employees of the National Labor Relations Board Company or any representative thereofof the Company Subsidiaries other than those set forth in Schedule 3.10(a), true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.10(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Company Subsidiary thereto. (b) The Company and the Company Subsidiaries are and have been in substantial compliance with all notice and other requirements under the Worker Adjustment and Retaining Notification Act ("WARN") or similar state statute. There has been no strike, walkout or work stoppage or threat thereof involving any None of the employees of the Company or any of the Company Subsidiaries have suffered an "employment loss" (as defined in WARN) during the 36 months ninety (90)-day period prior to the date hereof. execution of this Agreement. (c) Neither the Company nor any of the Company Subsidiaries is bound by any contract, arrangement, understanding, policy, rule or procedure (whether written or oral) that restricts its ability to terminate the employment of any of its employees at any time without payment or other liability. (d) To the Company's knowledge, no executive officer or key employee has any plans to terminate employment with the Company or the Company Subsidiaries. (e) The Company has complied and each of the Company Subsidiaries are compliant in all material respects with applicable Laws, rules and regulations all legal requirements relating to employment the collection and use of personally identifiable health information as required by HIPAA (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, "PHI") gathered in the Civil Rights Act course of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classifiedits respective operations, and the Company and each of the Company Subsidiaries are compliant in all material respects with the rules, policies and procedures established by the Company from time to time with respect to the foregoing. No claims have fully been asserted or, to the knowledge of the Company, threatened against the Company or any of the Company Subsidiaries (and accurately reported to the knowledge of Company, no such independent contractors’ compensation on IRS Forms 1099 when required claims are likely to do sobe asserted or threatened against Company or any of its subsidiaries) by any person or entity alleging a violation of such person's or entity's privacy, personal or confidentiality tights under any such rules, policies or procedures. The execution of this Agreement and the consummation of the transactions contemplated herein will not materially breach or otherwise cause any material violation of any terms and conditions of any Contract or applicable privacy policy of Company expressly governing the collection and use of PHI. To the knowledge of the Company, since April 14, 2003 there has been no unauthorized access to or other material misuse of PHI.

Appears in 1 contract

Samples: Merger Agreement (Proxymed Inc /Ft Lauderdale/)

Employees. Section 3.10(a) 2.18 of the Company Disclosure Schedule sets forth contains a complete and correct list of all employees of, and independent contractors and consultants retained by, the name Company, showing for each employee and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreementand consultant the current job title or description, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee current salary level or service provider of payment arrangement, and any bonus, commission or other remuneration paid during the Company years 2009, 2010 and Subsidiaries2011. Except as set forth on in Section 3.09 2.18 of the Company Disclosure Schedule, : (a) to the Knowledge of the Company, no employee of has any plan to terminate his or her employment with the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant Company; (ib) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement covering any employee, and no union or association of employees has been certified or recognized as the collective bargaining representative of any employees or has attempted to engage in negotiations regarding terms and conditions of employment; (c) no unfair labor practice charge, work stoppage, picketing or other agreement with a such activity relating to labor union, and, to matters of the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no business are pending or, to the Knowledge of the Company, has been threatened; (d) to the Knowledge of the Company, there are no current or threatened attempts to organize or establish any labor union or employee association to represent any employees of the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect business; (e) the business Company does not have any workers’ compensation Liabilities that are not covered by insurance; (f) there is not in existence any contract of employment with any employee of the Company or which may interfere with its continued operations. Neither that cannot be terminated at will by the Company nor without creating any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees Liability of the Company during (except Liabilities of the 36 months Company with respect to wages or other compensation for services rendered before such termination); (g) no employee of the Company is currently on short-term or long-term disability; (h) the Company has not implemented any layoff of employees that could implicate the WARN Act, or any similar foreign, state or local Law; (i) the Company is not delinquent in payments to any of its employees, consultants or independent contractors for any wages, salaries, commissions, bonuses or other direct compensation for any service performed for it prior to the date hereof. The Closing Date or amounts required to be reimbursed to such employees, consultants or independent contractors; (j) the Company has complied in all material respects with all applicable Laws, rules state and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and federal equal employment opportunitiesopportunity Laws and with other Laws related to employment, including but not limited tothose related to wages, the Civil Rights Act of 1964hours, the Fair Labor Standards Actworker classification, the Family Medical Leave Act, COBRA collective bargaining and the Americans with Disabilities Act, payment and withholding of Taxes and other sums as amended. To the Company’s Knowledge, each service provider classified required by Law; and (k) the Company is not liable for any arrears of wages, Taxes, penalties, or a Subsidiary as an other sums for failure to comply with any of the foregoing or any withholding or collection in connection with any amount paid or owing to any employee, consultant or independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do socontractor.

Appears in 1 contract

Samples: Asset Purchase Agreement (Zynex Inc)

Employees. Section 3.10(a(a) of Except as would not reasonably be expected to be material to the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of its Subsidiaries, taken as a whole, the Company and its Subsidiaries (“Employees”) as of August 15are, 2009 as well as sets forth if each of the Employees is subject to an employment agreementand, non-competition agreement and/or non-solicitation agreements since January 1, 2019, have been in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available compliance with all Laws relating to the Parent a copy employment and retention of each employmentlabor, consulting or independent contractor agreementincluding provisions thereof relating to wages, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of hours, equal opportunity and collective bargaining. (b) Except as would not reasonably be expected to be material to the Company and its Subsidiaries. Except , taken as set forth on Section 3.09 a whole, there are no, and, since January 1, 2019 through the date of the Company Disclosure Schedulethis Agreement, to the Knowledge of the Companythere have been no, no employee of material actions, suits or proceedings against the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the its Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledgeKnowledge, threatened labor disputeby or before any Governmental Authority based on the hiring, strike employment or work stoppage which affects termination of employment of any employee or which may affect the business other workers of the Company or which may interfere with any of its continued operations. Subsidiaries. (c) Neither the Company nor any agent, representative of its Subsidiaries is a party to any collective bargaining agreement or employee thereof has within the last 36 months committed similar labor-related Contract with any unfair labor practice as defined in the National Labor Relations Act, as amendedunion, and there is and has been, since January 1, 2019 through the date of this Agreement, no pending labor strike, work stoppage or other material labor dispute actually occurring or, to the Company’s knowledgeKnowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act or any of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amendedits Subsidiaries. To the Company’s Knowledge, each there is no representation petition with respect to any employee of the Company or any of its Subsidiaries pending before the National Labor Relations Board. (d) Each person who is a current or former service provider of the Company and its Subsidiaries is and has at all times, since January 1, 2019 through the date of this Agreement, been properly classified by the Company or a its applicable Subsidiary in all material respects: (i) as either an employee or independent contractor satisfies under applicable Law; and (ii) for employees, overtime exempt or non-exempt under applicable Law. (e) Since January 1, 2019 through the date of this Agreement, neither the Company nor any of its Subsidiaries has satisfied taken any action which would constitute a “plant closing” or “mass layoff” within the requirements meaning of the Workers Adjustment and Retraining Notification Act or any similar state or local Law (collectively, the “WARN Act”), issued any notification of a plant closing or mass layoff required by the WARN Act, or incurred any liability or obligation under the WARN Act that remains unsatisfied. (f) To the Company’s Knowledge: (i) no current or former employee of the Company or any of its Subsidiaries is in material violation of any non-disclosure agreement, non-competition agreement, non-solicitation agreement, confidentiality agreement proprietary information agreement with the Company or any of its Subsidiaries; and (ii) the continued employment of any current employees will not result in any such material violation. (g) Since January 1, 2019 through the date of this Agreement, neither the Company nor any of its Subsidiaries has been a party to a settlement agreement with a current or former employee that relates primarily to allegations of sexual harassment against any officer, director, or employee of the Company or any of its Subsidiaries. To the Company’s Knowledge, since January 1, 2019 through the date of this Agreement, no allegation of sexual harassment in violation of applicable law Law has been made against any officer, director or employee of the Company or any of its Subsidiaries. (h) To the Company’s Knowledge, each current employee is authorized to be so classified, work for the Company and its Subsidiaries in his or her current position and the Company and its Subsidiaries have fully a correct and accurately reported current Form I-9 on file for every such independent contractors’ compensation on IRS Forms 1099 when required to do soemployee.

Appears in 1 contract

Samples: Merger Agreement (Vroom, Inc.)

Employees. Section 3.10(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-non- competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do so.

Appears in 1 contract

Samples: Merger Agreement

Employees. Section 3.10(a) 3.18 of the Company Disclosure Schedule sets forth (i) lists the name names and titles of all current rate employees of compensation Mosa, whether they are full or part time employees or temporary employees with each of their hourly rates or target salaries (including amounts subject to performance criteria) and the current annual salary payable to each such employee as of the date of this Agreement and (ii) lists the names and former titles of all former employees of Mosa whose employment terminated since June 1, 2000, the Company date of such termination, where such employee was employed and its Subsidiaries (“Employees”) as the reason for such termination. All employees of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment Mosa are "at will" under oral agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 3.18 of the Company Disclosure Schedule, there are no other employment agreements or obligations. Mosa is not bound by any union or collective bargaining agreement or other agreement, written or oral, with any trade or labor union, employees' association or similar organization nor is Mosa subject to any pending or, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledgeShareholder Warranting Parties, threatened labor disputedispute or organization activity. There are no pending claims or Actions which have been asserted or instituted asserting employment discrimination, strike disability, wage and hour, wrongful discharge, harassment, breach of contract, defamation, invasion of privacy, unemployment compensation, employee safety or other similar claims under which Mosa may have liability, contingent or otherwise. There are no present or threatened Actions, work stoppage which affects stoppages or which may affect the business of the Company or which may interfere with its continued operationsother labor difficulties relating to Mosa. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any No unfair labor practice as defined in practice, wrongful termination, or race, sex, age, disability or other discrimination, complaint is pending, nor is any such complaint threatened, nor are there any facts or circumstances which would form a basis for such complaint, against Mosa before the National Labor Relations ActBoard, as amendedEqual Employment Opportunity Commission or any other Governmental Authority, and no grievance is pending, nor is any grievance threatened, nor are there is no pending orany facts or circumstances which anyone would claim would form a basis for a grievance, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soMosa.

Appears in 1 contract

Samples: Merger Agreement (Vans Inc)

Employees. Section 3.10(a(i) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the Seller has provided (A) all employment Contracts with all employees of the Company and its Subsidiaries each Company Subsidiary and (“Employees”B) a list, as of August 15December 31, 2009 as well as sets forth if each 2017, that is complete and accurate, in all material respects, stating the name, job title or description, current rate of the Employees direct compensation, start date, any change in compensation on or after December 31, 2016, and sick and vacation leave that is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available unused with respect to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider all current employees of the Company and Subsidiarieseach Company Subsidiary. (ii) Each of the Company and each Company Subsidiary is in compliance in all respects with all applicable Laws and Judgments relating to employment of labor, including all Laws and Judgments relating to wages, hours, discrimination, sexual harassment, civil rights, affirmative action, immigration, safety and health, workers’ compensation and the collection and payment of withholding Taxes, social security Taxes and similar Taxes, except to the extent non-compliance would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. The Company and the Company Subsidiaries are in material compliance with exempt classification requirements under the Fair Labor Standards Act and any applicable state wage and hour Law (collectively, “Wage Laws”), and no employee classified as exempt is entitled to any material overtime pay under the applicable Wage Laws. Except as set forth on Section 3.09 3.14(a)(ii) of the Company Seller Disclosure ScheduleLetter, no written promise or guarantee, and to the Knowledge of the CompanySeller, no employee other promise or guarantee, has been given to any person as to the level or amount of compensation to be paid to them or any other improvement to their terms and conditions of employment compared to the terms stated in the list described in Section 3.14(a)(i)(B). (iii) Except as set forth on Section 3.14(a)(iii) of the Seller Disclosure Letter, neither the Company or nor any Company Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement or understanding with a labor union, andlabor organization, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any or similar group of employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations(a “Labor Union”). Neither the Company nor any agentCompany Subsidiary is a party to any dispute with a Labor Union. To the Knowledge of Seller, representative no employee of the Company or employee thereof any Company Subsidiary has, while employed by the Company or a Company Subsidiary, engaged in any union organizing or election activities related to the Company or a Company Subsidiary. Neither the Company nor any Company Subsidiary has within the last 36 months committed any experienced a union strike, slowdown, picketing, work stoppage, organized work slowdown, grievance process, claim of unfair labor practice as defined in the National Labor Relations Actor other collective bargaining dispute. Since January 1, as amended2015, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any lockout of the employees of the Company during the 36 months prior to the date hereof. The or any Company has complied in all material respects with applicable LawsSubsidiary, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amendedno such action is contemplated. To the Company’s KnowledgeKnowledge of Seller: (A) neither the Company nor any Company Subsidiary has committed an unfair labor practice; (B) no event has occurred or circumstance exists that would reasonably be expected to provide a legal basis for any work stoppage, each service provider classified strike or other labor dispute by or with the employees of the Company or any Company Subsidiary and (C) no Labor Union is presently engaging in or threatening an organizational effort with respect to the employees of the Company or any Company Subsidiary. (iv) To the Knowledge of Seller, no employee, officer or director of the Company or any Company Subsidiary is a Subsidiary party to or bound by any Contract that (A) could adversely affect the performance of his or her duties as an independent contractor satisfies and has satisfied employee, an officer or a director other than for the requirements benefit of any applicable law to be so classified, and the Company and or any Company Subsidiary, as applicable, (B) could adversely affect the ability of the Company or the Company Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do so.conduct the Business, (C) restricts or limits in any way the scope or type of work in which he or she may be engaged other than for the benefit of the Company or any Company Subsidiary, as applicable, or

Appears in 1 contract

Samples: Stock Purchase Agreement (Kratos Defense & Security Solutions, Inc.)

Employees. Section 3.10(a(a) Schedule 2.13 lists the collective bargaining agreements or similar written agreements with an employee-labor union to which the Company or any of its Subsidiaries is a party or otherwise currently bound (together with any current and material amendments or memoranda relating thereto) (collectively, the “Collective Bargaining Agreements”). The Collective Bargaining Agreements constitute the only collective bargaining agreements to which the Company or any Subsidiary is a party or is subject and which relate to the businesses and operations of the Company Disclosure Schedule sets forth or any Subsidiary. Neither the name and current rate Company nor any of compensation its Subsidiaries has an existing obligation to bargain with any labor organization or labor union outside of the employees obligations in the Collective Bargaining Agreements. The Company represents that it has provided to the Investor true and complete copies of any material addendas, side letters, memoranda of understanding and amendments to any Collective Bargaining Agreement currently in effect. (b) Except as set forth on Schedule 2.13, each of the Company and its Subsidiaries (“Employees”i) as has not received written notice of August 15any unfair labor practice complaint against it pending before the National Labor Relations Board, 2009 as well as sets forth if (ii) has no arbitration proceeding or material grievance not in the Ordinary Course of Business, in either case, pending against it that arises out of or under a Collective Bargaining Agreement, and (iii) is not currently experiencing, and has received no current threat of, any union organizing activity, work stoppage, lockout, strike, slowdown, or similar material labor activity or dispute. (c) With respect to each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and its Subsidiaries (individually, a “Company Employee” and collectively, the “Company Employees”), the Company or its Subsidiary, as applicable, is in compliance with all applicable Laws relating to labor and employment practices, except to the extent any non-compliance would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. To the Knowledge of Company, each current Company Employee is properly classified as an employee or independent contractor under all applicable Laws with respect to services provided to the Company or its Subsidiaries. (d) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole, there are no actions, administrative charges, suits, investigations or other legal proceedings pending, or to the Knowledge of Company threatened, by any current or former Company Employee against the Company or any of its Subsidiaries, at law or in equity, or by or before any Governmental Authority. (e) Except as set forth on Section 3.09 of 2.13(e), in the Company Disclosure Schedulepast three (3) years, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither neither the Company nor its Subsidiaries have implemented any agent“plant closing” or “mass layoff” (in each case, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in under the National Labor Relations Act, as amendedWorker Adjustment and Retraining Notification Act of 1988 (WARN) or any similar Laws), and there is no pending or, to the Company’s knowledge, threatened charge such “plant closing” or complaint against the Company by or with the National Labor Relations Board “mass layoff” as defined under WARN or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do sosimilar Laws is currently planned.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Nisource Inc.)

Employees. Section 3.10(aSchedule 6(s) of the Company Disclosure Schedule sets forth the name and current rate contains a list of compensation of the all employees of the Company and its Company Subsidiaries as at the Closing Date (the “Employees”) as ), together with an indication of August 15their title, 2009 as well as sets forth if each position, date of hire, salary, other benefits and status (full time, part time, indefinite duration contract, definite duration contract, on maternity or sick leave). The Company and Company Subsidiaries have not concluded any contracts or entered into any arrangement with any of the Employees is subject to which provide, in the event of termination, for a notice period or payment of an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company indemnity or Subsidiariesbenefit which exceeds that provided for by applicable Laws and collective bargaining agreements. There are no accrued and unpaid vacation and sick pay for any social plans or collective dismissals pertaining to the Employees except for the accruals set forth on Section 3.10(a) of being implemented by the Company Disclosure Scheduleand Company Subsidiaries. The Company has made available to and Company Subsidiaries have complied with all applicable labour legislation and practices and, in particular, with the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company legislation and Subsidiaries. Except as set forth practices on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant working time (i) to the Company or any Subsidiary, or (ii) to a former employer including all matters relating to the right of any such employee to be employed because implementation of the nature of 35 hours/week in France), occupational accidents and employee representation, applying to the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of othersEmployees. The Company does not have an employee representation committee in place (“comité d’entreprise”). No Proceeding before any civil, criminal or administrative court with any Employee or with any trade or labour union or other body representing the Employees (“instances représentatives du personnel”) is not a party to currently pending or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classifiedthreatened, and the Company and Company Subsidiaries have fully not received any notice that such Proceedings may be initiated. Since January 1, 2011, the Company and accurately reported Company Subsidiaries have been managed in the ordinary course of business consistent with past practice in respect to Employees and, in particular, no increase in salary or other benefit has been granted or undertaken to be granted (other than in the ordinary course of business or as required by applicable Laws or applicable collective labor agreements), no collective labor agreement has been negotiated, no work accident or occupational disease has been incurred, no key Employee (a key Employee being a supervisory level Employee (“cadre”)) has been given notice of his/her termination, no amount is owed to any Employee (other than remuneration and benefits accrued in accordance with applicable Laws and reimbursement of professional expenses). The Company and Company Subsidiaries are in full compliance of their obligations arising from collective bargaining agreements and such independent contractors’ compensation on IRS Forms 1099 when required to do so.collective bargaining agreements have been duly filed with the competent authorities in the corresponding jurisdictions, as applicable. (t)

Appears in 1 contract

Samples: Share Purchase Agreement

Employees. Section 3.10(a(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant Schedule 4.16(a), (i) to the Company’s Knowledge, no Transferred Employee has any plans to terminate his, her or its employment or relationship as an independent contractor with the Company. The Company has complied in all respects with all applicable laws relating to the employment of personnel and labor, including provisions thereof relating to wages, hours, vacation, overtime, notice, pay in lieu of notice, termination and severance pay, obligation, human rights, occupational health and safety, equal opportunity, collective bargaining and the payment of social security and other Taxes, the Worker Adjustment and Retraining Notification Act, and the Immigration Reform and Control Act of 1986, or any Subsidiarysimilar provisions of foreign, federal, state or local law with respect to the Business; (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement agreement, nor has it experienced any strikes, grievances, unfair labor practices claims or any other agreement material employee or labor disputes with a labor union, and, respect to the Company’s knowledge, there Business. The Company has been no effort by not engaged in any unfair labor union during the 36 months prior practice with respect to the date hereof to organize any employees Business and there are no charges of the Company into one unfair labor practices or more collective bargaining units. There is no other employee-related complaints pending or, to the Company’s knowledgeKnowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of against the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in before the National Labor Relations ActBoard, as amendedthe Equal Employment Opportunity Commission, the Occupational Safety and there Health Administration, the Department of Labor, or any other Governmental Authority; (iii) the Company is no pending not subject to any claim for wrongful dismissal, constructive dismissal or any other claim or complaint (actual or, to the Company’s knowledgeKnowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board threatened), or any representative thereof. There has been no strikelitigation (actual or, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified threatened), relating to employment, discrimination or termination of employment of any Employee or other Person, who is or was employed in connection with the Business; (iv) neither the Company, nor to the Company’s Knowledge, any Employee of the Company is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar Contract with a party other than the Company affecting or in conflict with the Business as presently conducted; and (v) within the 60 calendar days preceding the Closing Date, no Employees or other Persons have ceased to be employed by the Company, whether by reason of termination or otherwise. There are no Employees or other Persons currently receiving COBRA benefits or entitled to elect to receive COBRA benefits. (b) Schedule 4.16(b) sets forth the names, current annual or, as the case may be, hourly rate of compensation (including salary, bonuses and commissions) of all Persons employed on a full-time basis by the Company in connection with the Business (including independent contractors) together with their job title; provided, such Schedule 4.16(b) does not include Employees that are seasonal or a Subsidiary as an independent contractor satisfies and otherwise not employed full-time. (c) The Company has satisfied not made any promises or representations to any Employee or Person concerning employment with the requirements of any applicable law to be so classifiedCompany or Buyer following the Closing Date, and the Company and Subsidiaries have fully and accurately reported has not informed any Employee or other Person that such independent contractors’ Person will receive any compensation on IRS Forms 1099 when required as a result of the transactions contemplated by this Agreement, the Transaction Documents or otherwise. The transactions contemplated by this Agreement or the Transaction Documents will not result in any liability for severance pay to do soany Employee of the Company or any other Person.

Appears in 1 contract

Samples: Asset Purchase Agreement (Inventure Foods, Inc.)

Employees. Section 3.10(a(a) of the Company Disclosure Schedule sets forth the name Each employee, consultant and current rate of compensation of the employees officer of the Company and its Subsidiaries has on or prior to the date hereof executed a Proprietary Information and Inventions Agreement in the form attached as Exhibit C. The Company IS not aware that any of its or any Subsidiary's employees, consultants or officers is in violation thereof. (“Employees”b) Except as of August 15set forth in Schedule 2J.3, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor NO employee of the Company or Subsidiariesits Subsidiaries has an employment agreement or understanding. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of whether oral or written, with the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of such Subsidiary which is not terminable on notice by the Company and Subsidiariesor such Subsidiary without cost or other liability LO the Company at such .Subsidiary. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Companyin Schedule 2.13, no employee of the Company or any Subsidiary is its Subsidiaries Has advised the Company or its Subsidiaries (orally or m writing) that he or she intends to terminate his or her employment. (c) To the Company's knowledge, the Company and its Subsidiaries have complied in violation all material respect with all foreign and domestic laws relating to the hiring of employees and the employment of labor, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining and the payment of social security end other taxes. The Company and its Subsidiaries do not have knowledge of any term of labor relations problems being experienced by it (including, without limitation , any patent disclosure agreementunion organization activities, non-competition agreement threatened or any restrictive covenant actual strikes or work stoppages or material grievances). (d) EXCEPT as set forth on Schedule 2.13, (i) the Company and its Subsidiaries arc not delinquent in payments to any employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them 10 dace or amounts required TO he to such employees and upon any termination of the employment of any such (ii) there is no unfair labor practice complaint against the Company or its pending before the National Labor Relations Board or any Subsidiaryother governmental entity, (iii) there is no unfair strike, material dispute, slowdown or (ii) to a former employer relating stoppage pending or, to the right of any such employee to be employed because best knowledge of the nature of the business conducted by Company , threatened against or involving the Company or its Subsidiaries, (iv) no labor union currently represents the Subsidiaries employees of the Company or its Subsidiaries;, and (v) to the use best knowledge of trade secrets the Company, no labor union has taken any action with respect to organizing the employees of the Company or proprietary information of others. ITS Subsidiaries, The Company is and its Subsidiaries are not a party to parry in or bound by any collective bargaining agreement or any other agreement with union contract. (e) Schedule 2,13 sets forth a labor uniontrue and complete list of all Employee BENEFIT Plans (03 used in This Section 2.13, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize "Plans") (i) that cover any employees of the Company into one or more collective bargaining units. There its Subsidiaries (A) that are maintained, sponsored or contributed it> by the Company or its Subsidiaries or (B) with respect to which the Company or its Subsidiaries is no pending orobligated to contribute or has any liability or potential liability, whether direct indirect or (ii) with respect to which the Company’s knowledge, threatened labor dispute, strike Company and its Subsidiaries has any liability or work stoppage which affects potential liability on account of the maintenance or which may affect the business sponsorship thereof or contribution thereto by any present or former ERISA Affiliate of the Company or which may interfere with its continued operationsSubsidiaries. Neither the Company nor any agentThe Company, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amendedits Subsidiaries and their respective ERISA Affiliates are not, and there is no pending orhave never maintained or been, obligated to the Company’s knowledgecontribute to a Multiple Employer Plan, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company a Multi -Employer Plan or a Subsidiary as an independent contractor satisfies and has satisfied Defined Benefit Pension Plan. (f) For the requirements purposes of any applicable law to be so classified, and this Section 2.13. the Company and Subsidiaries following terms shall have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do so.the following meanings;

Appears in 1 contract

Samples: Common Stock Purchase Agreement (SuperCom Ltd.)

Employees. Section 3.10(a(a) The Company has received no notice that any employee of the Company Disclosure Schedule sets forth or any Included Subsidiary who is identified on EXHIBIT F hereto or any group of the name Company's or any Included Subsidiary's employees has any plans to terminate his or its employment. The Company and current rate each Included Subsidiary has complied, in all material respects, with all laws and regulations relating to the employment of compensation labor, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining, wages and hours, nondiscrimination, unfair labor practices and the payment of social security and other Taxes, and the Company and each Included Subsidiary has not been, during the past three (3) years, and is not currently subject to or involved in any action, claim or proceeding and during such period has not been and, to the Knowledge of the Company and any Included Subsidiary, is not currently being threatened with any action, claim or proceeding relating to any such laws or regulations. The Company and each Included Subsidiary has no labor relations problem pending and its labor relations are satisfactory. There is, and during the past three (3) years there has been, no labor strike, material dispute or work stoppage actually pending or, to the Knowledge of the Company and any Included Subsidiary, threatened involving the business of the Company or any Included Subsidiary. None of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees or any Included Subsidiary is subject to an employment covered by any collective bargaining agreement, non-competition no collective bargaining agreement and/or non-solicitation agreements in favor is currently being negotiated and no attempt is currently being made or during the past three (3) years has been made to organize any of the Company its employees to form or Subsidiariesenter into any labor union or similar organization. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) workers' compensation claims made by an employee who has received medical treatment or lost a day of work pending against the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employmentor any Included Subsidiary, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of nor does the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the or any Included Subsidiary have Knowledge of any facts that would give rise to such a claim, for which the Company, no amount involved is greater than $25,000. No employee of the Company or any Included Subsidiary is in violation of subject to any term of any patent disclosure agreement, non-competition agreement secrecy or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining noncompetition agreement or any other agreement or restriction of any kind that would impede in any way the ability of such employee to carry out fully all activities of such employee in furtherance of the Business. No employee or former employee of the Company or any Included Subsidiary has any claim with a labor unionrespect to any intellectual property rights set forth in SCHEDULE 3.18 hereto. (b) SCHEDULE 3.21 of the Disclosure Schedule lists each employee of the Company and each Included Subsidiary and the position, andtitle, remuneration (including any scheduled salary or remuneration increases, other than increases given to non-exempt employees in the Company’s knowledge, there has been no effort by any labor union during the 36 months prior ordinary course of business) and date of employment of each such employee. With respect to the date hereof to organize any exempt employees of the Company into one or more collective bargaining units. There is no pending orand the Included Subsidiaries, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither neither the Company nor any agentIncluded Subsidiary accrues amounts for vacation for such employees, representative or employee thereof has within the last 36 months committed permits such employees to carryover any unfair labor practice as defined vacation that was not used in the National Labor Relations Act, as amended, and there is no pending or, a calendar year to the Company’s knowledge, threatened charge next calendar year or complaint against the Company by or with the National Labor Relations Board or compensates such employees for any representative thereofsuch vacation that was not used in a calendar year. There has been no strike, walkout or work stoppage or threat thereof involving any of the With respect to non-exempt employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans Included Subsidiaries, such employees are permitted to exchange vacation days for cash in accordance with Disabilities Actthe policies from "The Turkey Store Company Supervisor's Guide" and as set forth in the "Weekly Salaried Team Member Handbook" and "Hourly Team Member Handbook", as amendedappropriate, which policies are attached to SCHEDULE 3.21 of the Disclosure Schedule. To With respect to exempt and non-exempt employees, such employees earn vacation in the Company’s Knowledge, each service provider classified by year in which it is required to be taken. SCHEDULE 3.21 sets forth the accrued vacation expense provided in the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soInterim Financial Statements.

Appears in 1 contract

Samples: Merger Agreement (Hormel Foods Corp /De/)

Employees. Section 3.10(a(i) Each of the Company Disclosure and RoweCan is in compliance with all Laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages and hours and has not and is not engaged in any unfair labor practice; (ii) No unfair labor practice, complaint or grievance against either the Company or RoweCan is pending or, to the best of the knowledge of the Company and RoweCan, threatened before any labor relations board or similar Governmental Entity with respect to the Business; (iii) There is no labor strike, dispute, slowdown or stoppage actually pending or involving or, to the best of the knowledge of the Company and of RoweCan, threatened against either of the Company or RoweCan with respect to its Business; (iv) No union representation question exists respecting the employees of either the Company or RoweCan in connection with its Business and no collective bargaining agreement is in place or currently being negotiated by the Company or by RoweCan except as disclosed in Schedule sets 3.1(ac)(iv); (v) No grievance which might have an adverse effect upon either of the Company or RoweCan or the conduct of its Business exists, no arbitration proceeding arising out of or under any collective agreement is pending, and no claim therefor has been asserted; (vi) No notice has been received by the Company or RoweCan of any complaint which has not been resolved filed by any of its employees claiming that RoweCan or the Company has violated any applicable employee or human rights or similar legislation, or of any complaints or proceedings which have not been resolved of any kind involving the Company or RoweCan or, to the Company's or RoweCan's knowledge, after due inquiry, any of the employees of the Company or RoweCan before any labor relations board. There are no outstanding orders or charges against the Company or RoweCan under any applicable health and safety legislation. All levies, assessments and penalties made against the Company or RoweCan pursuant to any applicable workers' compensation legislation have been paid by the Company or RoweCan, as applicable, and the Company and RoweCan have not been reassessed under any such legislation except such as has been resolved; (vii) Schedule 3.1(ac)(vii) contains a complete list of all permanent and full time employees of each of the Company and RoweCan, their salaries and wage rates, bonus arrangements, benefits, positions and length of service. Schedule 3.1(ac)(vii) provides a correct and complete list showing all amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, pension benefits or other employee benefits relating to all employees; (viii) Except as set forth in Schedule 3.1(ac)(viii), no employee of the name Company or of RoweCan has any agreement as to length of notice required to terminate his or her employment, other than such as results by law from the employment of an employee without agreement as to such notice or as to length of employment; (ix) All vacation pay (including all banked vacation pay), bonuses, commissions and current rate other employee benefit payments are reflected and have been accrued in the Books and Records of compensation the Company and of RoweCan, as applicable; (x) The aggregate amount of salaries, pensions, bonuses, or other remuneration of any nature paid or payable by each of the Company and RoweCan to or for its present or former officers, directors, shareholders, employees or Persons not dealing at arm's length (as such term is defined in the Income Tax Act (Canada)) with them during the year ended on the date of the Financial Statements, are as set out in Schedule 3.1(ac)(vii) and, since that date, such payments have been made at no greater rates; (xi) The only benefit plans existing in respect of the employees of the Company and its Subsidiaries (“Employees”) as of August 15RoweCan are the Benefit Plans disclosed on Schedule 3.1(ac)(xi). True, 2009 as well as sets forth if each correct and complete copies of all written Benefit Plans and related documentation have been provided to the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company Purchasers and any oral or Subsidiaries. There written Benefit Plans are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth accurately described on Section 3.10(a) of the Company Disclosure ScheduleSchedule 3.1(ac)(xi). The Company has made available to Benefit Plans are duly registered where required by, and are in good standing under, all applicable Laws. All required employer and employee contributions and premiums under the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior Benefit Plans to the date hereof to organize any employees of have been made, the Company into one respective fund or more collective bargaining units. There is no pending or, to funds established under the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined Benefit Plans are funded in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects accordance with applicable Laws, rules and regulations no past service funding liabilities exist thereunder; (xii) None of the Benefit Plans, nor any trust created thereunder, nor any trustee or administrator thereof, has engaged in any "prohibited transaction" as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code. The 401k plan of the Company (the "401k Plan") is (A) "qualified" within the meaning of Section 401(a) of the Internal Revenue Code; (B) no facts or circumstances exist which would adversely affect the qualified status of the 401k Plan; and (C) the trust established pursuant to the 401k Plan is tax exempt under section 501(a) of the Internal Revenue Code. No matter relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, any of the Civil Rights Act Benefit Plans is pending before any court or government agency. Each of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities ActBenefit Plans which is group health plans, as amended. To defined in Section 4980(B) of the Company’s KnowledgeInternal Revenue Code, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied is in compliance with the requirements of any applicable law to be so classified, Internal Revenue Code Section 4980(B) and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do so.Part 6 of Subtitle B of Title I of ERISA; and

Appears in 1 contract

Samples: Stock Purchase Agreement (Rowecom Inc)

Employees. Section 3.10(a(a) The Employees Schedule lists all of the Company Disclosure Schedule sets forth the name directors, officers and current rate of compensation of the employees of the Company and its Subsidiaries with annual base compensation in excess of two hundred thousand (“Employees”$200,000) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of paid or payable by the Company or Subsidiariesits Subsidiaries (the "Covered Employees"). There are no accrued and unpaid vacation and sick pay for Since the date of the Latest Balance Sheet, there has not been any material change in the compensation of the Covered Employees (except for compensation increases and decreases in the accruals set forth on Section 3.10(a) ordinary course of business). Since the date of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employmentLatest Balance Sheet, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of neither the Company and Subsidiariesnor any of its Subsidiaries has taken any action which would constitute a "plant closing" or "mass layoff" within the meaning of WARN or issued any notification of a plant closing or mass layoff required by WARN. Neither the Company nor any of its Subsidiaries has experienced any material employment-related liability with respect to COVID-19. (b) Except as set forth on Section 3.09 of the Contracts Schedule, neither the Company Disclosure Schedule, to the Knowledge nor any of the Company, no employee of the Company or any Subsidiary its Subsidiaries is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any organization in respect of employees of the Company into one or more collective bargaining unitsits Subsidiaries. There is Except as set forth on the Employees Schedule: (i) to the Company's knowledge, there are and within the past six (6) months have been no union organizing activities involving employees of the Company or any of its Subsidiaries; (ii) there are no pending or, to the Company’s 's knowledge, overtly threatened strikes, work stoppages, walkouts, lockouts or similar material labor disputedisputes, strike or work stoppage which affects or which may affect and no such disputes have occurred within the business of past three (3) years; and (iii) within the Company or which may interfere with its continued operations. Neither past six (6) months, neither the Company nor any agent, representative or employee thereof of the Subsidiaries has within the last 36 months committed any a material unfair labor practice as defined in the National Labor Relations Act, as amendedpractice, and there is are no pending or, to the Company’s 's knowledge, threatened charge overtly threatened, unfair labor practice charges or complaint complaints against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strikeof its Subsidiaries. (c) The Company and its Subsidiaries are, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to and since the date hereof. The Company has complied of Latest Balance Sheet have been, in compliance in all material respects with all applicable LawsLaws in respect of labor, rules employment and regulations relating employment practices, terms and conditions of employment, obligations under any existing collective bargaining agreement applicable to employment (including all any employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies any of its Subsidiaries, wages and has satisfied hours, and occupational safety and health. There is no action, unfair labor practice complaint, grievance, or National Labor Relations Board charge pending or, to the requirements Company's knowledge, threatened against the Company or any of its Subsidiaries relating to the employment of any applicable law of their respective employees, employment practices, or labor matters, except as would not reasonably be expected to be so classifiedbe, and individually or in the aggregate, material to the Company and its Subsidiaries. Since July 1, 2017, to the Company's knowledge, (i) no allegations of workplace sexual harassment have been made against any officer or director of the Company or any of its Subsidiaries, in each case, in their capacities as representatives of such entity, (ii) to the knowledge of the Company, there have been no complaints of sexual harassment reported to the human resources department of the Company or any of its Subsidiaries have fully against any officer or director of the Company or any of its Subsidiaries and accurately reported (iii) neither the Company nor any of its Subsidiaries has entered into any settlement agreement related to any such independent contractors’ compensation on IRS Forms 1099 when required to do soallegations of sexual harassment or sexual misconduct with any employee of the Company or its Subsidiaries.

Appears in 1 contract

Samples: Stock Purchase Agreement (Providence Service Corp)

Employees. Section 3.10(a(a) Attached to Schedule 3.20(a) are true and complete lists of the Company Disclosure Schedule sets forth the name names, titles, employer entity, salary or wage, tenure and current rate work status of compensation of the all employees of the Company and its Subsidiaries (“Employees”) as of August 15the Company Subsidiaries. No such employee whose annual base salary exceeds $75,000 or has a management or officer position has indicated to any Sellers, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor Company or any of the Company Subsidiaries that he or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) she intends to resign or retire as a result of the Company Disclosure Schedule. The Company has made available to transactions contemplated by this Agreement or otherwise within one year after the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Closing Date. (b) Except as set forth on Section 3.09 of Schedule 3.20(b), neither the Company Disclosure Schedulenor any Company Subsidiary (i) has any obligation, contingent or otherwise, nor any commitment or agreement to the Knowledge of the Companyenter into, and no officer, director or employee of the Company or the Company Subsidiaries is covered in respect of their employment by any Subsidiary written employment Contract, employee handbook, collective bargaining agreement, executive compensation agreement, or any other similar agreement; (ii) is in violation default under any such agreement; (iii) is and has experienced during the last three years any actual or threatened strike, work stoppage, slowdown, or lockout, union organizing effort or demand for recognition, labor grievance proceeding, claim or proceeding under any labor law, equal employment opportunity law, wage and hour law, occupational safety and health law or any other employment laws; and (iv) is subject to any pending proceedings, nor are any reasonably expected or threatened between the Company and the Company Subsidiaries, on the one hand, and any current or former employees thereof, on the other hand, including any claims for actual or alleged harassment, discrimination or retaliation based on race, national origin, age, sex, sexual orientation, religion, disability, or similar tortious conduct, wage and hour claims, breach of any term contract, wrongful termination, defamation, intentional or negligent infliction of any patent disclosure agreementemotional distress, interference with contract or interference with actual or prospective economic advantage. (c) The Company and each Company Subsidiary has complied in all material respects with all Applicable Laws relating to the employment of labor, including provisions thereof relating to wages, hours, equal opportunity, non-competition agreement or any restrictive covenant (i) to discrimination and non-retaliation, harassment, safety, and payment of social security and other employment-related Taxes. None of the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not Subsidiary has been a party to or bound by any collective bargaining agreement or any other agreement with agreements. The Company and the Company Subsidiaries have at all times been a labor unionsubscriber to workers’ compensation and has maintained workers compensation policies in the various States in which it has operated, and, to which insurance policies have no deductible per employee. (d) Within the Company’s knowledge, there has been no effort by any labor union during the 36 months 90 days prior to the date hereof to organize any employees Closing Date, none of the Company into nor any of the Company Subsidiaries has effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”)) affecting any site of employment or one or more collective bargaining units. There is no pending orfacilities or operating units within any site of employment or facility, (ii) a “mass layoff” (as defined in the WARN Act) or (iii) a layoff, reduction in force or employment terminations sufficient in number to the Company’s knowledgetrigger application of any similar State, threatened labor dispute, strike local or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. foreign law. (e) Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during Subsidiaries has outstanding or has arranged any outstanding “extensions of credit” to directors or executive officers within the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act meaning of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements Section 402 of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soSOX.

Appears in 1 contract

Samples: Stock Purchase Agreement (Peerless Manufacturing Co)

Employees. Section 3.10(a(i) of the The Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of its Subsidiaries, taken as a whole, the Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, including wages and hours of work, labor relations, terms and conditions of employment, worker classification, occupational health and safety, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act of 1988 and any similar state or local “mass layoff” or “plant closing” law, collective bargaining, discrimination, civil rights, workers’ compensation and the collection and payment of withholding or social security taxes and any similar tax. (“Employees”ii) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Scheduleits Subsidiaries are not engaged in any unfair labor practice and, to the Knowledge of the Company, no employee unfair labor practice Action is pending or, to the Knowledge of the Company, threatened against the Company or any Subsidiary is its Subsidiaries, in violation of any term of any patent disclosure agreementeach case, non-competition agreement except as would not reasonably be expected to be, individually or any restrictive covenant (i) in the aggregate, material to the Company and its Subsidiaries, taken as a whole. (iii) Except as set forth on Schedule 4.15(a)(iii), no Employee is covered by any collective bargaining or any Subsidiarysimilar agreement or works council, and no such agreement or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted arrangement is currently being negotiated or implemented by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, its Subsidiaries. (iv) With respect to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees business of the Company into one or more collective bargaining units. There is and its Subsidiaries, there are no pending or, to the Knowledge of the Company’s knowledge, threatened threatened: (A) union or similar organizing activities involving the Employees, (B) labor strike, dispute, strike lockout, work slowdown or work stoppage which affects stoppage, (C) proceeding by or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in before the National Labor Relations ActBoard, Equal Employment Opportunity Commission, Department of Labor, or other Governmental Entity in connection with any current or former Employee or with respect to any employment practice of the Company, except as amendedwould not reasonably be expected to be material, and there is no pending orindividually or in the aggregate, to the Company’s knowledgeCompany and its Subsidiaries, threatened charge taken as a whole, or complaint against (D) material investigation of the Company by any Governmental Entity responsible for the enforcement of labor or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do so.

Appears in 1 contract

Samples: Merger Agreement (Norwegian Cruise Line Holdings Ltd.)

Employees. Section 3.10(a(a) The Company and the Company Subsidiaries have, as of the Company Disclosure Schedule sets forth date hereof, a total of 136 employees and have, to the name and current rate of compensation best Knowledge of the Sellers or the Company, satisfactory relationships with its employees in all material respects. (b) Each of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary Subsidiaries is in violation compliance with all applicable laws respecting employment and employment practices, terms and conditions of any term of any patent disclosure agreementemployment and wages and hours, non-competition agreement or any restrictive covenant (i) to except where the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee failure to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is in compliance would not have a party to or bound by any Material Adverse Effect. (c) No collective bargaining agreement or any other agreement with a labor union, and, respect to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operationsthe Company Subsidiaries is currently in effect or being negotiated. Neither the Company nor any agentof the Company Subsidiaries has an obligation to negotiate any such collective bargaining agreement, representative and, to the best Knowledge of the Sellers or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations ActCompany, as amended, and there is no pending indication that the employees of the Company or the Company Subsidiaries desire to be covered by a collective bargaining agreement. (d) No strike, slowdown or work stoppage has occurred or, to the best Knowledge of the Sellers or the Company’s knowledge, been threatened charge or complaint against with respect to the employees of the Company by or with any of the Company Subsidiaries. (e) There is no representation claim or petition pending before the United States National Labor Relations Board or any representative thereof. There similar state, provincial or local labor agency of which the Company or any Company Subsidiary has been notified and, to the best Knowledge of the Sellers or the Company, no strikequestion concerning representation has been raised or threatened respecting the employees of the Company or the Company Subsidiaries. (f) No notice has been received by the Company or any Company Subsidiary of any complaint filed by any of the employees against the Company or such Company Subsidiary claiming that the Company or such Company Subsidiary has violated any applicable employment standards, walkout human rights or work stoppage other labor legislation or threat thereof any complaints or proceedings of any kind involving the Company or any Company Subsidiary or, to the best Knowledge of the Sellers or the Company, any of the employees of the Company during or such Company Subsidiary before any labor relations board. There are no outstanding orders or charges against the 36 months prior Company or any of the Company Subsidiaries under any occupational health or safety legislation. All material levies, assessments and penalties made against the Company or any of the Company Subsidiaries pursuant to all applicable workers compensation legislation as of the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, of the Civil Rights Act of 1964, Balance Sheet have been paid or have been reserved for or accrued on the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified Balance Sheet by the Company or a such Company Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company or such Company Subsidiary has not as, at the Closing Date, been reassessed under any such legislation. There have been no material levies, assessments or penalties against the Company or the Company Subsidiaries since the date of the Balance Sheet. (g) A copy of a salary review schedule listing, as of April 30, 1998, the annual base salary or annualized wages of each employee of the Company and the Company Subsidiaries have fully and whose annual base compensation is more than $50,000 has been previously provided to the Buyers. (h) Section 4.14(h) of the Disclosure Schedule accurately reported such independent contractors’ compensation on IRS Forms 1099 when required sets forth all unpaid severance which, as of the date of this Agreement, is due or claimed in writing to do sobe due from the Company or the Company Subsidiaries to any Person whose employment with the Company or the Company Subsidiaries was terminated. (i) Except as set forth in Section 4.14(i) of the Disclosure Schedule, neither the Company nor any of the Company Subsidiaries has made any statements or representations or distributed any written material to any of its employees regarding continued employment of the Company's employees subsequent to the date hereof or the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Kroll O Gara Co)

Employees. Section 3.10(a(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of Except as would not have a Material Adverse Effect, (i) the Company and each of its Subsidiaries has complied with all applicable laws, rules and regulations respecting employment and employment practices, terms and conditions of employment, wages and hours, and neither the Company nor any Subsidiary is liable for any arrears of wages or any taxes or penalties for failure to comply with any such laws, rules or regulations; (“Employees”ii) as of August 15, 2009 as well as sets forth if the Company believes that its relations with each of the Employees its employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There satisfactory; (iii) there are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedulecontroversies pending or, to the Knowledge knowledge of the Company, threatened between the Company or any of its Subsidiaries and any of their respective employees; (iv) neither the Company nor any Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or such Subsidiary, nor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees; (v) there are no employee unfair labor practice complaints pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with before the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof current union representation questions involving any of the employees of the Company during the 36 months prior or any Subsidiary; (vi) there is no strike, slowdown, work stoppage or lockout existing, or, to the knowledge of the Company, threatened, by or with respect to any employees of the Company or any Subsidiary; (vii) no charges are pending or to the knowledge of the Company threatened before the Equal Employment Opportunity Commission or any state, local or foreign agency responsible for the prevention of unlawful employment practices with respect to the Company or any Subsidiary; (viii) there are no claims pending against the Company or any Subsidiary before any workers' compensation board; and (ix) neither the Company nor any Subsidiary has received notice that any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws intends to conduct an investigation of or relating to the Company or any Subsidiary and, to the knowledge of the Company, no such investigation is in progress. (b) Except as would not have a Material Adverse Effect, the Company and each Subsidiary has properly classified for all purposes (including, without limitation, for all Tax purposes and for purposes of determining eligibility to participate in any employee benefit plan) all employees, leased employees, consultants and independent contractors, and has withheld and paid all applicable Taxes and made all appropriate filings in connection with services provided by such persons to the Company and each Subsidiary. (c) Except as set forth on Section 3.20(c) of the Disclosure Schedule, every Employee (with the title of Senior Vice President and more senior) has executed a Confidentiality/Non-Solicit Agreement in substantially the form attached as Exhibit D hereto. (d) From September 26, 1999 through the date hereof. of this Agreement, the annualized rate of employee resignations has not exceeded 35%. (e) The Company has complied inquired of each of its employees to determine whether they are bound by any contract or commitment which restricts them from engaging in all material respects any activity or competing with applicable Laws, rules any Person and regulations relating based on that inquiry has no reason to employment (including all believe that any such employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be is so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do sobound.

Appears in 1 contract

Samples: Merger Agreement (Entex Information Services Inc)

Employees. Section 3.10(a(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure ScheduleSchedule 3.16(a), to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to each Company and the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company Subsidiary has complied in all material respects with all labor and employment Laws applicable Lawsto them, rules and regulations including without limitation those relating to employment (including all employee verification requirements under immigration lawswages, civil rights and hours, affirmative action, workplace safety or health, immigration, retaliation, whistle blower, discrimination, equal employment opportunitiesopportunity and data privacy, including (ii) neither any Company nor the Subsidiary is a party to a collective bargaining agreement having provisions covering any of their employees and neither any Company nor the Subsidiary is currently negotiating such an agreement, (iii) no complaint against any Company or the Subsidiary is currently pending or, to the Knowledge of the Companies, threatened before the National Labor Relations Board or the Equal Employment Opportunity Commission, and (iv) there are no labor strikes, disputes, requests for representation, slowdowns, or stoppages actually pending or, to the Knowledge of the Companies, threatened against any Company or the Subsidiary. (b) There are no pending or, to the Knowledge of the Companies, threatened claims by any employee or former employee of any Company or the Subsidiary with respect to his or her employment, termination of employment or any employee benefits (other than routine claims for benefits). The Companies and the Subsidiary have not engaged in layoffs or employment terminations sufficient in number to trigger application of the federal Worker Adjustment and Retraining Notification Act (“WARN”) or any similar foreign, state or local Law (including, but not limited to, any state WARN acts), and none of the Civil Rights Act employees of 1964, any Company or the Fair Labor Standards Act, Subsidiary have suffered an “employment loss” (as defined in WARN and any similar Law) during the Family Medical Leave Act, COBRA six (6) month period preceding the date of this Agreement. (c) The Companies and the Americans Subsidiary are and have been in compliance in all material respects with Disabilities Actall applicable Laws respecting employment and employment practices (including provisions thereof relating to immigration and citizenship, as amendedincluding proper completion and processing of Forms I-9 for all employees), terms and conditions of employment, wages and hours, workplace safety and nondiscrimination in employment, and are not engaged in any unfair labor practice. To No charge is pending or, to the Company’s KnowledgeKnowledge of the Companies, each service provider classified by the threatened, against any Company or a the Subsidiary as an independent contractor satisfies before any Governmental Authority alleging unlawful discrimination in employment practices, unsafe work conditions, or other illegal practices and has satisfied no charge of or proceeding with regard to any unfair labor practice against any Company or the requirements of any applicable law to be so classified, and Subsidiary is pending before the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soNational Labor Relations Board.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Celadon Group Inc)

Employees. Section 3.10(a(a) Schedule 4.18(a) sets forth a true, complete and correct list of all employees of the Company Disclosure Employer Parties and, with respect to each such employee, the total compensation (including, without limitation, salary, bonuses and incentive compensation) and benefits presently received by such employee, such employee's current salary and title, and the number of years of continuous service of such employee with any of the Employer Parties. The Subject Companies have never had, and do not currently have, any employees. None of the Employer Parties or Parent Subsidiaries have promised or represented or distributed any written material to any of the Employer Parties' or Parent Subsidiaries' respective members, directors, officers, employees, consultants, agents or representatives that any of such Persons will be employed or engaged by or receive any particular compensation or benefits from the Buyer Subsidiary or any of its Affiliates on or after the date hereof, or the Closing Date, as applicable. The Employer Parties have not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act ("WARN") or similar state Laws (including, without limitation, the Maryland Economic Stabilization Act ("MESA"), which remains unpaid or unsatisfied. In the two (2) years preceding the date hereof, none of the Employer Parties has had a "plant closing," "mass layoff" or "reduction in operations," as such terms are defined under the WARN or similar state Laws (including, without limitation, MESA). The Employer Parties have complied with and will comply with WARN and similar state Laws (including, without limitation, MESA) through the Closing Date. Any WARN liability arising from the termination of an Employer Party's employee through the Closing Date will be borne by the Employer Parties. None of the Employer Parties have terminated the employment of more than 10% of the employees at any single site of employment in any ninety (90)-day period in the preceding twelve (12) months. Schedule 4.18(a) sets forth a true, complete and correct list of the name and current rate of compensation of raises that the Employer Parties contemplated giving to the employees of the Company and its Subsidiaries Employer Parties from the date hereof through November 1, 2007. (“Employees”b) as of August 15, 2009 as well as sets forth if each Each of the Employees Employer Parties has complied in all material respects, is subject to an currently in material compliance with, and shall comply materially with all applicable Laws, duties, agreements and other obligations associated with employment, employment agreementpractices, non-competition agreement and/or non-solicitation agreements terms and conditions of employment, and wages and hours, including, without limitation, all payment and withholding obligations and notice requirements in favor relation thereto. (c) None of the Company Employer Parties are engaged in any unfair labor practice or Subsidiariesother unlawful employment practice. There With respect to the Employer Parties' employees, there are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting unfair labor practice charges or independent contractor agreement, confidentiality/assignment of inventions agreement and/or nonother employee-competition agreement entered into with an employee related complaints or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Scheduleclaims pending or, to the Knowledge of the CompanySeller Parties, no employee threatened before the National Labor Relations Board, the Equal Employment Opportunity Commission, the Occupational Safety and Health Review Commission, the Department of the Company Labor, or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement other Governmental Body or any restrictive covenant which otherwise affect or could affect the Employer Parties by or concerning their employees. The Employer Parties have not (i) been notified by any Governmental Body of any alleged violation of applicable Law with respect to the Company or any SubsidiaryEmployer Parties' employees that remains unresolved respecting employment, employment practices, and terms and conditions of employment, or (ii) received any notice of the intent of any Government Authority responsible for the enforcement of labor or employment Laws to a former employer relating conduct an investigation with respect to the right of any such employee to be employed because of the nature of the business conducted by the Company Employer Parties or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor uniontheir employees, and, to the Company’s knowledgeKnowledge of the Seller Parties, there has no such investigation is in progress. Schedule 4.18(c) sets forth a true, correct and complete list of any employment-related claims that have been no effort by asserted or pending within the past six (6) years with respect to the Employer Parties' employees, consultant or agents. (d) Except as set forth in Schedule 4.18(d), none of the Employer Parties are a party to any labor union during or collective bargaining agreement with respect to its employees, and (i) no other such agreement is currently being negotiated, (ii) none of the 36 months prior Employer Parties is under any obligation to negotiate any such agreement, (iii) there is no indication that the date hereof Employer Parties' employees desire to organize any be covered by such an agreement, and (iv) no labor organization or group of employees of the Company into one Employer Parties' has made a pending demand for recognition or more collective bargaining units. There is certification, there are no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amendedexisting organization drives, and there is are and have been no pending orrepresentation or certification proceedings or petitions seeking a representation proceeding, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. other labor relations tribunal or authority, nor have any such demands, proceedings or petitions been brought or filed or threatened to be brought or filed within the past six (6) years. (e) There are no strikes, slowdowns or work stoppages pending, or, to the Knowledge of the Seller Parties, threatened with respect to the any of the Employer Parties' employees, nor has been no any such strike, walkout slowdown or work stoppage or threat thereof involving any occurred or, to the Knowledge of the employees of the Company during the 36 months Seller Parties, been threatened within six (6) years prior to the date hereof. (f) No written notice has been received by any of the Employer Parties of any complaint or charge filed against any of the Employer Parties claiming that any of the Employer Parties has violated any applicable employment standards, human rights legislation, discrimination laws, or health and safety standards, and to the Knowledge of the Seller Parties, no such complaint or charge has been filed. (g) Except as otherwise set forth in Schedule 4.18(g), none of the Employer Parties is a party to any verbal or written employment agreement with respect to any employee. The Company Each employee of the Employer Parties is employed on an at-will basis. None of the Employer Parties has complied any written or oral agreement with any employee which would interfere with the ability to discharge such employee. None of the Employer Parties' employees has an agreement with such Employer Party providing for the payment of severance or other compensation or benefits upon a termination of employment, and (ii) the consummation of the transactions contemplated hereby, either alone or in all material respects combination with applicable Lawsanother event, rules and regulations will not result in (A) any payment (including, without limitation, severance, unemployment compensation or bonus payments) becoming due under any employee benefit plan, agreement, arrangement or commitment, (B) any increase in the amount of compensation, benefits or fees payable to any such individual or (C) any acceleration of the vesting or timing of payment of benefits, compensation or fees payable to any such individual. (h) None of the Employer Parties has any liability based upon, arising out of or relating to employment the classification of any individual working for or related to an Employer Party as an independent contractor or "leased employee" (including within the meaning of Section 414(n) of the Code) rather than as an employee, and no facts exist as a result of which an Employer Party could have any such liability. (i) There are no outstanding orders or charges against any of the Employer Parties under any occupational health or safety legislation and, to the Knowledge of the Seller Parties, none have been threatened. All material levies, assessments and penalties made against any Employer Party with respect to any of its employees pursuant to all employee verification requirements applicable workers compensation legislation as of the date hereof have been paid by such Employer Party and such Employer Party has not been reassessed under immigration lawsany such legislation. (j) The Seller Parties hereby represent that as of the Closing Date all obligations to individuals who are directors, civil rights and equal employment opportunitiesofficers, employees, independent contractors, consultants, agents or representatives of the Employer Parties or the Parent Subsidiaries, including but not limited toto those who become employees, partners or principals of the Civil Rights Act of 1964Buyer Parties, for wages, reimbursements, retirement, severance, deferred compensation, incentive, stock option, vacation, bonus, unemployment and other payments, distributions and benefits accrued to and including the Fair Labor Standards Act, the Family Medical Leave Act, COBRA Closing Date and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified all contributions (voluntary or otherwise) to any payments under all Plans have been duly paid or provided for by the Company appropriate Employer Party or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soParent Subsidiary.

Appears in 1 contract

Samples: Asset Purchase Agreement (Globecomm Systems Inc)

Employees. Section 3.10(a) To the knowledge of the Company Disclosure Schedule sets forth the name and current rate GMH Companies, no officer of compensation either of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees GMH Companies is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, non-competition or other contract or agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right relationship of any such employee to be employed officer with the GMH Companies or any other party because of the nature of the business conducted or to be conducted by the Company GMH Companies or the Subsidiaries or performance by the use officer of trade secrets or proprietary information his responsibilities to the GMH Companies. Except as set forth in Section 3.18 of others. The Company the Disclosure Schedule, neither of the GMH Companies is not a party to or bound by any collective bargaining agreement currently effective employment contract, deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation agreement. To the knowledge of the GMH Companies, no officer or key employee, or any other agreement group of key employees, intends to terminate his or their employment with the GMH Companies, nor does either of the GMH Companies have a labor unionpresent intention to terminate the employment of any of the foregoing. Subject to the terms of the employment agreements with each of Xxx Xxxxx, Xxxx Xxxxx and Xxxx Xxxxx and to general principles related to wrongful termination of employees, the employment of each officer and employee of the GMH Companies is terminable at the will of the GMH Companies. No Contract exists between the employees of the GMH Companies (or a union representing any of such employees) and the GMH Companies and, to the Company’s knowledgeknowledge of the GMH Companies, there no union has been no effort by any labor union during the 36 months prior to the date hereof attempted to organize any employees or represent the labor force of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined GMH Companies in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 24 months immediately prior to the date hereof. The Company has complied During such 24-month period there have been no lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to the labor force of either of the GMH Companies. Except as set forth in all material respects with applicable LawsSection 3.18 of the Disclosure Schedule, rules and regulations relating to employment no person (including all employee verification requirements under immigration lawsincluding, civil rights and equal employment opportunities, including but not limited to, any foreign, federal, state, county or local government or other governmental, regulatory or administrative agency or authority) has any pending claim, suit, action, proceeding or investigation against either of the GMH Companies arising out of any statute, law, ordinance, code, rule or regulation relating to discrimination in employment or employment practices or occupational safety and health standards (including, without limitation, The Fair Labor Standards Act, as amended, Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Actas amended, the Family Medical Leave ActRehabilitation Act of 1973, COBRA and as amended, the Age Discrimination in Employment Act of 1967, as amended, or the Americans with Disabilities ActAct of 1990) which, as amended. To the Company’s Knowledgein each case, each service provider classified by the Company or if upheld, would have a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soMaterial Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (General Housing Inc)

Employees. Section 3.10(a(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth disclosed on Section 3.09 of the Company Disclosure ScheduleSchedule 4.16(a), to the Knowledge of the CompanySeller, no executive employee and no group of employees or independent contractors of the Company or has any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) plans to the Company or any Subsidiaryterminate, or (ii) to a former employer materially alter the nature of, his or her employment or relationship as an independent contractor with the Company. The Company has complied in all material respects with all applicable Laws relating to the right employment of any such employee personnel and labor, including provisions thereof relating to be employed because wages, hours, vacation, overtime, notice, pay in lieu of notice, termination and severance pay, obligation, human rights, occupational health and safety, equal opportunity, collective bargaining and the nature payment of social security and other Taxes, the business conducted by WARN Act, and the Company or the Subsidiaries or the use Immigration Reform and Control Act of trade secrets or proprietary information of others1986. The Company is not a party to or bound by any collective bargaining agreement agreement, and the Company is not experiencing and has not experienced any strikes, grievances, unfair labor practices claims or other material employee or labor disputes. The Company has not engaged in any other agreement with a unfair labor union, and, to the Company’s knowledge, there has been no practice. The Seller does not have any Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union during the 36 months prior with respect to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending orand for the past five (5) years, to the Knowledge of the Seller, there have been no organizational or decertification efforts by or on behalf of any labor union with respect to employees of the Company’s knowledge. To the Knowledge of the Seller, threatened labor dispute, strike or work stoppage which affects or which may affect the business no employee of the Company is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or which may interfere similar Contract relating to, affecting or in conflict with its continued operationsthe present or proposed business activities of the Company. Neither Except as would not result in material Liability, (i) the Company nor any agenthas paid or made adequate provision to pay all wages, representative salaries, wage premiums, commissions, bonuses, expense reimbursements, severance and other compensation and all other amounts due and payable to each of its employees or employee thereof former employees through and including the date hereof and (ii), each individual who has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, provided services to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board Seller, or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of its Affiliates within the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules past three (3) years and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights who was classified and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary treated as an independent contractor satisfies or consultant was properly classified and has satisfied treated as such for purposes of applicable Law. In the requirements of any applicable law to be so classifiedpast five (5) years, and the Company has not implemented any employee layoffs that have required notice under the WARN Act. (b) Except as disclosed on Schedule 4.16(b), the Company is not party to any agreement which could require the Company to pay any additional compensation, bonuses (including, without limitation, any retention bonuses) or other amounts as a result, in whole or in part, of the execution and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do sodelivery of this Agreement or the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ichor Holdings, Ltd.)

Employees. Section 3.10(a(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on in Section 3.09 3.10 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant Letter: (i) to neither the Company or nor any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the its Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor unionunion contract, andnor, to the knowledge of the Company’s knowledge, are there has been no effort any employees of the Company or any of its Subsidiaries represented by a works’ council or a labor organization, nor to the knowledge of the Company are there any activities or proceedings of any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike any of its Subsidiaries or work stoppage which affects or which may affect the business of compel the Company or which may interfere any of its Subsidiaries to bargain with its continued operations. Neither the Company nor any agent, representative labor union or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and organization; (ii) there is no pending or, to the knowledge of the Company’s knowledge, threatened labor strike, dispute, walkout, work stoppage, slowdown, demonstration, leafleting, picketing, boycott, work-to-rule campaign, sit-in, sick-out, union election, governmental investigation or lockout with respect to employees of the Company or any of its Subsidiaries, and no such strike, dispute, walkout, slowdown, demonstration, leafleting, picketing, boycott, work-to-rule campaign, sit-in, sick-out, union election, governmental investigation, or lockout has occurred since December 31, 2004; and (iii) no grievance or arbitration demand or proceeding, or unfair labor practice charge or complaint proceeding, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, whether or not filed pursuant to a collective bargaining agreement, has been filed, is pending or to the knowledge of the Company has been threatened against the Company or its Subsidiaries as of the date of this Agreement. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) the Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to labor and employment, including but not limited to Laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, employment and reemployment of members of the uniformed services and employee terminations; and (ii) there are no complaints, lawsuits, arbitrations, investigations administrative proceedings, or other proceedings pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current or former employee, any person alleging to be a current or former employee, any class of the foregoing, or any Governmental Entity, relating to any such Law or regulation, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful or tortious conduct in connection with the National Labor Relations Board employment relationship. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor any of its Subsidiaries has incurred any liability or obligation which remains unsatisfied under the Worker Adjustment and Retraining Notification Act (“WARN”) or any representative thereof. There state or local Laws regarding the termination or layoff of employees, or has been no strikeeffected by any transaction or engaged in any layoffs or terminations sufficient in number to trigger WARN or any similar state or local law during the last six years, walkout or work stoppage or threat thereof involving any and none of the employees of the Company company or any Subsidiaries has suffered an “employment loss” (as defined in WARN or any similar law) during the 36 last six months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do so.

Appears in 1 contract

Samples: Merger Agreement (Angelica Corp /New/)

Employees. (a) Except as set forth on Section 3.10(a4.16(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of Schedules, the Company and its Subsidiaries are in material compliance with all applicable Laws respecting employment, discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants), wages, hours and occupational safety and health and employment practices, including the Immigration Reform and Control Act (collectively EmployeesEmployment Laws”) as of August 15, 2009 as well as sets forth if each of the Employees and is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements not engaged in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiariesunfair labor practice. Except as set forth on Section 3.09 4.16(a) of the Company Disclosure ScheduleSchedules, there are no pending material claims against the Company or its Subsidiaries under any workers’ compensation plan or policy or for long term disability other than such claims incurred in the Ordinary Course. (b) Except as set forth on Section 4.16(b) of the Company Disclosure Schedules, there are no Suits pending or, to Company’s Knowledge, threatened, between the Knowledge of Company or its Subsidiaries on the Companyone hand, no employee and any current or former employees of the Company or its Subsidiaries, on the other hand alleging that the Company or its Subsidiaries have violated any Subsidiary is Employment Law in violation of any term of material respect or engaged in any patent disclosure agreement, non-competition agreement or any restrictive covenant unfair labor practice. (c) Neither the Company nor its Subsidiaries (i) is a party to the Company or any Subsidiarycollective bargaining agreement, or (ii) is obligated to a former employer relating to the right of bargain with any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor unionorganization, and, nor to the Company’s knowledge, Knowledge are there has been no effort by any activities or proceedings of any labor union during the 36 months prior to the date hereof to organize any of the employees of the Company into one or more collective bargaining unitsits Subsidiaries. There is no unfair labor practice complaint pending or, to Company’s Knowledge, threatened against the Company or its Subsidiaries before the National Labor Relations Board, Department of Labor, Equal Employment Opportunity Commission or any other Governmental Entity. There is no labor strike, slowdown, lockout, or work stoppage, concerted refusal to work, or other similar labor disruption or dispute currently pending or, to the Company’s knowledgeKnowledge, threatened labor disputeagainst the Company or its Subsidiaries. (d) As of immediately prior to the Closing, strike neither the Company nor any of its Subsidiaries has incurred any unsatisfied liability under the Worker Adjustment and Retraining Notification Act, as it may be amended from time to time, or work stoppage which affects similar applicable state or which may affect local Law. (e) Except as set forth on Section 4.16(e) of the business Company Disclosure Schedules, in the last three years neither the Company nor any of its Subsidiaries have entered into any settlement agreement related to allegations of sexual harassment or discrimination by any of their current or former directors, officers or employees. (f) Except as set forth on Section 4.16(f) of the Company Disclosure Schedules, since January 1, 2020, as related to COVID-19, neither the Company nor any of its Subsidiaries has (i) taken any material action with respect to any employees of the Company or its Subsidiaries, including implementing workforce reductions, terminations, furloughs, temporary layoffs, or material changes to compensation, benefits or working schedules or (ii) experienced any material employment-related liability, in each case other than in compliance with applicable Laws. The Company and its Subsidiaries are, and have at all times since January 1, 2020 been, in material compliance with all COVID-19 Measures applicable to any location in which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees its Subsidiaries operate. (g) Section 4.16(g) of the Company during Disclosure Schedules sets forth for each Employee, such Employee’s (i) name, (ii) annual base salary or hourly wage rate, (iii) title, and (iv) work location, (v) status as exempt or non-exempt, (vi) hire date, and (vii) commission, bonus, or other incentive-based compensation. Section 4.16(g) of the 36 months prior to the date hereof. The Company has complied in all material respects with applicable LawsDisclosure Schedules separately sets forth, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act for each independent contractor of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classifiedits Subsidiaries, such individual’s name, retention date, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do sorate of compensation.

Appears in 1 contract

Samples: Unit Purchase Agreement (Oxford Industries Inc)

Employees. Section 3.10(a) of No UC Party except the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company has or Subsidiaries. There are no accrued and unpaid vacation and sick pay for has ever had any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Scheduleemployees. The Company has made available to the Parent a copy of each employment, consulting not received any written or independent contractor agreement, confidentiality/assignment of inventions agreement and/or nonoral notice from any management-competition agreement entered into with an level employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of that such employee intends to terminate his or her employment with the Company Disclosure Scheduleand, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee has any plans to be employed because of the nature of the business conducted by the Company terminate his or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement her employment with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with all applicable Lawslaws, rules rules, and regulations relating to the employment (of labor, including all employee verification requirements under immigration lawsany provisions thereof relating to wages, civil rights hours, collective bargaining, the payment of social security and similar Taxes, retirement plans, health and welfare plans, equal employment opportunitiesopportunity, including but not limited toemployment discrimination, and employment safety. Since December 31, 2008, the Civil Rights Act Company has not received any notice of 1964any claim that it has not complied with any of the foregoing or that the Company is liable for any arrears, wages, Taxes, penalties, or interest for failure to comply with any of the Fair Labor Standards Actforegoing. With respect to employees of the Company, none of the Family Medical Leave Actfollowing events or circumstances exists or, COBRA and to the Americans Knowledge of the Company, is threatened or has occurred since December 31, 2008: union organization activity, strike, work stoppage, labor dispute with Disabilities Acta union, as amendedcontroversy, claim of illegal or improper conduct or activity, grievance, charge of unfair labor practice, or arbitration proceeding. To the Knowledge of the Company’s Knowledge, each service provider classified by other than Contracts with a UC Party, no employee of the Company is subject to any non-compete, non-disclosure, confidentiality, employment, consulting, or a Subsidiary as an independent contractor satisfies and has satisfied similar Contract relating to, affecting, or in conflict with the requirements present business activities of any applicable law to be so classifiedthe Company. Schedule 5.18 sets forth each employee of the Company, such employee’s title, status (e.g., full‑time, part‑time, active, on leave, etc.), current base salary (or hourly wage), bonus or deferred compensation arrangements, original date of hire, accrued vacation time (or compensation in lieu of vacation), fringe benefits, and service credited for purposes of vesting and/or eligibility under any employee benefit plan or similar arrangement. No UC Party has made, granted, or promised any bonus, any wage or salary increase, or any increase in benefits to any employee or group of employees, other than as set forth on Schedule 5.18 or Schedule 5.19. To the Company and Subsidiaries have fully and accurately reported Knowledge of the Company, there is no basis for any claim against any UC Party by any former employee who is also a Shareholder with respect to such independent contractors’ compensation on IRS Forms 1099 when required to do soPerson’s employment by such UC Party.

Appears in 1 contract

Samples: Merger Agreement (Spartan Motors Inc)

Employees. Section 3.10(a(a) Seller or one of the Company Disclosure Schedule sets forth the name and current rate its Affiliates has provided to Buyer a complete list of compensation of the employees of the Company and its Subsidiaries (“Employees”) all Business Employees as of August 15a date no more than 10 Business Days prior to the date hereof and the following information for each such Business Employee: his or her (i) title or position (including whether full or part time); (ii) hire date; (iii) current base salary and bonus or other cash-based incentive opportunity; and (iv) exempt or non-exempt status. Seller or one of its Affiliates will provide to Buyer an updated version of such list not more than five Business Days prior to the Closing Date. No less than 15 days prior to the Closing Date, 2009 as well as sets forth if Seller or one of its Affiliates shall provide to Buyer the following information with respect to each Business Employee: (x) sick and vacation leave that is accrued but unused and (y) service credited for purposes of the Employees vesting and eligibility to participate under any Business Benefit Plan. (a) With respect to Business Employees, Seller is subject in compliance with all Applicable Laws relating to an employment, equal employment agreementopportunity, non-competition agreement and/or non-solicitation agreements in favor discrimination, immigration, wages, hours, collective bargaining, workers’ compensation, working conditions, unemployment insurance, employee classification, employment practices and terms and conditions of the Company or Subsidiariesemployment. There are no accrued and unpaid vacation and sick pay for material actions against Seller pending or, to Seller’s Knowledge, threatened, by any Employees except for Governmental Authority in connection with the accruals set forth on Section 3.10(a) employment of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employmentany current or former employee, consulting applicant, consultant or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company Business, including, without limitation, any material claim (other than routine claims for benefits or wages) relating to unfair labor practices, employment discrimination, harassment, retaliation, wages and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company hours or any Subsidiary other employment related matter arising under Applicable Law. (b) No union, employee association, works council or other similar body represents any Business Employees and none of Seller nor its Affiliates is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any labor or collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, and there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is are no pending or, to the Company’s knowledgeKnowledge of Seller, threatened labor disputeorganizational campaigns, strike petitions or other unionization activities seeking recognition of a collective bargaining unit with respect to, or otherwise attempting to represent, any of the Business Employees. There is not presently existing any and, to the Knowledge of Seller, there is no threatened, strike, slowdown, picketing, or work stoppage which affects involving the Business or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soBusiness Employees.

Appears in 1 contract

Samples: Asset Purchase Agreement (GAIN Capital Holdings, Inc.)

Employees. (a) Section 3.10(a2.19(a) of the Company Disclosure Schedule sets forth contains a list of all current staff employees of the name Company whose current annual rate of compensation, exclusive of any bonus/incentives, exceeds $50,000 per year, along with the position and current the annual rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiariessuch person. Except as set forth on in Section 3.09 2.19(a) of the Company Disclosure Schedule, no Company employee at the Vice President level or higher has provided notice of such employee’s intent to terminate employment with the Company and, to the Knowledge knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee presently plans to be employed because of terminate employment with the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. Company. (b) The Company is not now and has not been a party to or bound by any collective bargaining agreement or similar agreement, nor during the past five years has the Company experienced any strikes, slowdowns, work stoppages, grievances, lockouts, claims of unfair labor practices or other agreement with a labor union, collective bargaining disputes and, to the knowledge of the Company’s knowledge, there has been no effort by any such strikes, slowdowns, work stoppages, grievances, lockouts, claims of unfair labor union during practices or other collective bargaining disputes are threatened. There are no labor unions or other organizations, either currently or within the 36 months prior past five years, representing, purporting to represent or, to the date hereof knowledge of the Company, attempting to organize represent any employees of the Company. (c) The Company into one or more is in compliance with all applicable laws relating to the hiring and employment of employees, including without limitation, laws relating to wrongful discharge, discrimination, leaves of absence, wages, hours, collective bargaining unitsand fair labor standards. (d) The Company has properly classified all of its service providers as either employees or independent contractors. The Company has withheld and paid to the appropriate governmental authority all amounts required to be withheld from compensation paid to its employees and is not liable for any arrears of taxes, penalties or other sums for failure to withhold and pay applicable taxes. There is no claim against the Company with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or, to the Company’s knowledge, threatened labor dispute, strike by any current or work stoppage which affects or which may affect the business former service providers of the Company or which may interfere with its continued operations. Neither the Company nor any agentCompany, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending ornor, to the Company’s knowledge, threatened charge or complaint against do any circumstances exist which would reasonably be expected to result in any such claim. (e) In the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months three years prior to the date hereof, the Company has not effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar state, local or foreign Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company, or (ii) a “mass layoff” (as defined in the WARN Act, or any similar state, local or foreign law) affecting any site of employment or facility of the Company. The Company has complied in all no material respects with applicable Lawsliabilities, rules and regulations whether contingent or absolute, relating to employment workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier to the extent required by applicable law. (including f) Section 2.19 (f) of the Disclosure Schedule sets forth any and all employee verification requirements under immigration lawsindebtedness in excess of ten thousand U.S. dollars (US$10,000) owed to the Company by any current or former employee, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act consultant or director of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do so.

Appears in 1 contract

Samples: Merger Agreement (On Assignment Inc)

Employees. Section 3.10(a(a) of the Except as set forth on Company Disclosure Schedule sets forth the name and current rate of compensation of the employees 3.15, since May 26, 2005, each of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available complied with all Applicable Laws relating to the Parent employment of personnel and labor, including provisions thereof relating to wages and hours, equal opportunity, collective bargaining, plant closing and mass layoff, health and safety, immigration and the payment of social security and other taxes, except to the extent that any noncompliance would not have a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Material Adverse Effect. (b) Except as set forth on Section 3.09 Company Disclosure Schedule 3.15, (i) neither the Company nor any of its Subsidiaries has agreed to recognize any labor union, nor has any labor union or other collective bargaining representative been certified as the exclusive bargaining representative of any employees of the Company or any of its Subsidiaries, nor is the Company or any of its Subsidiaries a party to or bound by any collective bargaining agreement, (ii) since May 26, 2005, neither the Company nor any of its Subsidiaries has experienced any strike, slowdown, lockout, unfair labor practice complaint or other material employee or labor dispute and (iii) since May 26, 2005, there has been no organizational effort made, or to the Knowledge of the Company, threatened by or on behalf of any labor union with respect to any employees of the Company or any of its Subsidiaries. (c) Except as set forth on Company Disclosure ScheduleSchedule 3.15, the employment of all employees of the Company or any of its Subsidiaries is terminable at will by the Company without penalty or severance obligation incurred by the Company or any of its Subsidiaries. The Company and its Subsidiaries have withheld in all material respects amounts required by Applicable Law or by agreement to be withheld from the wages, salaries, and other payments to employees and consultants; and are not liable in any material respect for any arrears of wages, overtime pay or any taxes or any penalty for failure to comply with any of the foregoing. Since May 26, 2005, neither the Company nor any of its Subsidiaries have, in any material respect, misclassified or improperly classified any employees as exempt from applicable federal, state or local laws, rules or regulations pertaining to wages, hours of work, or payment of overtime. (d) Except as set forth on Company Disclosure Schedule 3.15, no claim, charge, dispute or complaint is pending or, to the Knowledge of the Company, no employee threatened between the Company or any of its Subsidiaries and any current or former employees, contract hires or consultants which have or would reasonably be expected to result in a Legal Proceeding. (e) Except as set forth on Company Disclosure Schedule 3.15, since May 26, 2005, neither the Company nor any of its Subsidiaries have effectuated a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any Subsidiary is of its Subsidiaries or a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries; nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar Applicable Laws. (f) To the Knowledge of the Company, no employees of the Company or any of its Subsidiaries are in violation of any term of any employment contract, patent disclosure agreement, non-competition agreement noncompetition agreement, or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or the any of its Subsidiaries or to the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do so.

Appears in 1 contract

Samples: Stock Purchase Agreement (TreeHouse Foods, Inc.)

Employees. Section 3.10(a(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of Except as would not have a Material Adverse Effect, (i) the Company and each of its Subsidiaries has complied with all applicable laws, rules and regulations respecting employment and employment practices, terms and conditions of employment, wages and hours, and neither the Company nor any Subsidiary is liable for any arrears of wages or any taxes or penalties for failure to comply with any such laws, rules or regulations; (“Employees”ii) as of August 15, 2009 as well as sets forth if the Company believes that its relations with each of the Employees its employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There satisfactory; (iii) there are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedulecontroversies pending or, to the Knowledge knowledge of the Company, threatened between the Company or any of its Subsidiaries and any of their respective employees; (iv) neither the Company nor any Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or such Subsidiary, nor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees; (v) there are no employee unfair labor practice complaints pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with before the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof current union representation questions involving any of the employees of the Company during the 36 months prior or any Subsidiary; (vi) there is no strike, slowdown, work stoppage or lockout existing, or, to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act knowledge of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified threatened, by or with respect to any employees of the Company or any Subsidiary; (vii) no charges are pending or to the knowledge of the Company threatened before the Equal Employment Opportunity Commission or any state, local or foreign agency responsible for the prevention of unlawful employment practices with respect to the Company or any Subsidiary; (viii) there are no claims pending against the Company or any Subsidiary before any workers' compensation board; and (ix) neither the Company nor any Subsidiary has received notice that any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws intends to conduct an investigation of or relating to the Company or any Subsidiary and, to the knowledge of the Company, no such investigation is in progress. (b) Except as would not have a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classifiedMaterial Adverse Effect, and the Company and Subsidiaries have fully each Subsidiary has properly classified for all purposes (including, without limitation, for all Tax purposes and accurately reported such for purposes of determining eligibility to participate in any employee benefit plan) all employees, leased employees, consultants and independent contractors’ compensation on IRS Forms 1099 when required to do so., and has withheld and paid all applicable Taxes and

Appears in 1 contract

Samples: Merger Agreement (Siemens Aktiengesellschaft)

Employees. Section 3.10(a) No employee or consultant to Seller has given written notice to terminate his or her relationship with Seller. Seller has complied with all Governmental Regulations relating to the employment of labor, including provisions thereof relating to wages, hours, pay equity, collective bargaining and the Company Disclosure Schedule sets forth the name payment of remittances and current rate taxes. Seller does not have any material labor relations problem pending. Seller has not and is not engaged in any unfair labor practice and no unfair labor practice complaint, grievance or arbitration proceeding is pending or has been threatened in writing. No trade union, council of compensation trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the employees of the Company and its Subsidiaries (“Employees”) as Business. To the best knowledge of August 15Seller, 2009 as well as sets forth if each there are no threatening or pending union organizing activities in respect of the Employees Business and there is subject no labor strike, dispute, work slow down or stoppage pending or involving or, to an employment agreementthe knowledge of Seller, non-competition agreement and/or non-solicitation agreements threatened against Seller in favor respect of the Company Business and no such event has occurred within the last two years. No trade union has applied to have Seller declared a related employer pursuant to the Labour Relations Act (Ontario) or Subsidiariesany similar legislation in any jurisdiction in which the Business is carried on. There are no accrued workers' compensation claims pending against Seller nor is Seller aware of any facts that would give rise to such a claim. Seller has paid all amounts, if any, owing under the Workplace Safety and unpaid vacation and sick pay Insurance Act, 1997 (Ontario) or similar legislation in other jurisdictions where the Business is conducted. Buyer shall have no liability or obligation for any Employees except for overtime relating to periods preceding the accruals set forth on Section 3.10(a) Closing Date. To the best knowledge of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the CompanySeller, no employee of the Company or consultant to Seller is subject to any Subsidiary is in violation of any term of any patent disclosure agreement, secrecy or non-competition agreement or any restrictive covenant other agreement or restriction of any kind that would impede in any way the ability of such employee or consultant to carry out fully all of their activities and furtherance of the Business. Except as described in the schedules in this Agreement, no employee employed in the Business has any agreement as to length of notice or severance payment required to terminate his or her employment, including on change of control, other than such as results by law from the employment of an employee without an agreement as to notice or severance. Seller has previously provided Buyer with a current list of each employee or consultant to and contractor for Seller and the name, position, title, remuneration, bonus plan, (iincluding any terms requiring salary, bonus or remuneration increases), bonus commissions, benefits, date of employment or retention of each such person, status as full-time or part-time, accrued (but unused) vacation pay, and if absent from work, the reason for such absence and return to the Company work date, if known, and country of residence. Each present employee, consultant and contractor of, to or any Subsidiaryfor Seller has, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof Closing will have, executed and delivered to organize any employees Seller a proprietary information agreement, true and correct copies of the Company into one or more collective bargaining units. There is no pending or, which have been delivered to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months Buyer prior to the date hereofClosing. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do so.eFunds Project Panther APA Execution Copy

Appears in 1 contract

Samples: Asset Purchase Agreement (Efunds Corp)

Employees. Section 3.10(a(a) The Company and its Subsidiaries are in compliance, in all material respects, with all Legal Requirements relating to employment practices. Neither the Company nor any of its Subsidiaries has ever been a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently in effect or being negotiated by or on behalf of the Company Disclosure Schedule sets forth or its Subsidiaries. Neither the name and current rate Company nor any of compensation its Subsidiaries has experienced any labor problem that was or is material to it. (b) There is no unfair labor practice or labor arbitration proceeding pending or, to the Company's Knowledge, threatened against the Company or any of its Subsidiaries relating to their respective businesses. To the Company’s Knowledge, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened involving employees of the employees Company or any of its Subsidiaries. (c) There are no proceedings pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries in any forum alleging breach of any express or implied employment Contract, violation of any Legal Requirement governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Company or any of its Subsidiaries in connection with the employment relationship. (d) Except as would not reasonably be expected to result in a material liability to the Company or any of its Subsidiaries following the Closing, each of the Company and its Subsidiaries is in compliance in all material respects with all applicable Laws respecting employment, fair employment practices, terms and conditions of employment, workers compensation, employee leave issues, wages and hours, occupational safety and health and fair labor standards, including any obligations under the Worker Adjustment and Retraining Notification Act of 1988, as amended and any similar Legal Requirement (including any state or local laws) requiring notice to employees in the event of a plant closing, facility shutdown or layoff (“EmployeesWARN) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor ). None of the Company or Subsidiariesany Company Subsidiary has within the six (6) months preceding the date hereof caused with respect to employees (i) a plant closing as defined in WARN affecting any site of employment or one or more operating units within any site of employment, (ii) a mass layoff as defined in WARN or (iii) layoffs or employment terminations sufficient in number to trigger any applicable state, local or foreign law similar to WARN. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) No employee of the Company Disclosure Schedule. The Company or any of its Subsidiaries has made available suffered or is anticipated to suffer an employment loss as defined in WARN within the Parent a copy of each employmentninety (90) day period ending on the Closing Date. (e) To the Company’s Knowledge, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider as of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Companydate hereof, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement its Subsidiaries with annual compensation greater than $100,000 for 2010 plans to terminate his or any restrictive covenant (i) to her employment with the Company or any Subsidiary, or of its Subsidiaries. (iif) to a former employer relating to the right of any such employee to be employed because The Company has set forth on Section 2.19(f) of the nature Disclosure Letter a list of the business conducted by the Company or the Subsidiaries or the use each Promissory Note as of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business made by an employee of the Company or which may interfere with one of its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined Subsidiaries in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees favor of the Company during the 36 months prior or one of its Subsidiaries and has identified each such Promissory Note by name of maker, principal amount, interest rate and maturity date. Prior to the date hereof. The , the Company has complied in all material respects with applicable Laws, rules and regulations relating delivered to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act Parent fully executed copies of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amendedeach Promissory Note. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law All Promissory Notes have been reduced to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do sowriting.

Appears in 1 contract

Samples: Merger Agreement (ExlService Holdings, Inc.)

Employees. Section 3.10(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) None of the Companies is a party to any collective bargaining agreements and there are no labor unions or other organizations representing any employee of any of the Company or any SubsidiaryCompanies, or (ii) to there are no labor unions or other organizations which have filed a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or petition with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company other Government Entity during the 36 months three-year period prior to the date hereof. The Company of this Agreement seeking certification as the collective bargaining representative of any employee of any of the Companies, (iii) no labor union or organization is engaged in any organizing activity with respect to any employee of any of the Companies, and (iv) during the three-year period prior to the date of this Agreement, there has complied not been, there is not presently pending or existing, and there is not threatened, any (A) strike, lockout, slowdown, picketing, or work stoppage with respect to the employees of any of the Companies or (B) any unfair labor practice charge against any of the Companies. (b) Except as set forth on Schedule 4.16(b), each of the Companies has complied, and are presently in compliance with all material respects with applicable Lawsstatutes, laws, ordinances, rules and regulations or regulations, or any orders, rulings, decrees, judgments or arbitration awards of any court, arbitrator or any government agency relating to employment (including all employee verification requirements under immigration lawsemployment, civil rights and equal employment opportunitiesopportunity, including but not limited tonondiscrimination, immigration, wages, hours, benefits, collective bargaining, the Civil Rights Act payment of 1964social security and similar taxes, income tax withholding, occupational safety and health, and/or privacy rights of employees. (c) During the three-year period prior to the date of this Agreement, none of the Companies has been a party to any Action in which either the Companies was, or is, alleged to have violated any Legal Requirement relating to employment, equal opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the Fair Labor Standards payment of social security and similar taxes, occupational safety and health, and/or privacy rights of employees. (d) During the three-year period prior to the date of this Agreement, none of the Companies has effectuated (i) a "plant closing" (as defined in the Worker Adjustment and Retraining Notification Act (the "WARN Act") (or any similar state, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company local or a Subsidiary as an independent contractor satisfies and has satisfied the requirements foreign law)) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any applicable law to be so classifiedof the Companies, and (ii) a "mass layoff" (as defined in the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soWARN Act (or any similar state, local or foreign law)) affecting any site of employment or facility of any of the Companies, or (iii) a "Relocation," "Termination," or "Mass Layoff" as defined in California Labor Code Section 1400 et seq.

Appears in 1 contract

Samples: Merger Agreement (International Game Technology)

Employees. Section 3.10(a) A complete list of the Company Disclosure Schedule sets forth the name all employees, officers and current rate of compensation of the employees consultants of the Company and its Subsidiaries and their current title (“Employees”) as or job description), current annual base compensation, current annual target bonus, date of August 15hire, 2009 as well as sets forth if each of the Employees and work location is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) 3.15 of the Disclosure Letter. Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of the Company Disclosure ScheduleEmployees. The Company has made available There is no labor union organization activity pending or, to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider Knowledge of the Company, threatened with respect to the Company and or any of its Subsidiaries. No Company Employee has been granted the right to (i) continued employment by the Company or any of its Subsidiaries or (ii) any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on disclosed in Section 3.09 3.15 of the Disclosure Letter (a) there has been no, nor is there pending or, to the Knowledge of the Company, threatened, work stoppage, slowdown, lockout, labor strike, material arbitrations or other material labor disputes against the Company Disclosure Scheduleor any of its Subsidiaries, (b) there has been no, nor is there pending or, to the Knowledge of the Company, threatened, unfair labor practice charges, grievances or complaints against the Company or any of its Subsidiaries, (c) neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (d) the Company and each of its Subsidiaries are in compliance with all Laws respecting labor and employment, including, but not limited to, terms and conditions of employment, workers’ compensation, occupational safety and health requirements, plant closings, wages and hours, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, employee benefits, severance payments, labor relations, employee leave issues and unemployment insurance and related matters, (e) there are no complaints, charges or claims against the Company or any of its Subsidiaries pending with or, to the Knowledge of the Company, threatened by any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment of any employees by the Company and or any of its Subsidiaries, other than those occurring in the ordinary course of business, such as claims for workers’ compensation or unemployment benefits, (f) the Company and each of its Subsidiaries have withheld all amounts required by Law to be withheld from the wages, salaries, and other payments to employees, and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing, (g) neither the Company nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business consistent with past practice) and (h) to the Knowledge of the Company, no employee of the Company or any Subsidiary of its Subsidiaries is in any respect in violation of any term of any patent employment contract, non-disclosure agreement, non-competition agreement noncompetition agreement, or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or the any of its Subsidiaries or to the use of trade secrets or proprietary information of others. The Company is not a party to All individuals who are performing or bound by any collective bargaining agreement have performed consulting or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of services for the Company or which any of its Subsidiaries are or were correctly classified in all material respects by the Company or such Subsidiary as either “independent contractors” or “employees” as the case may interfere be and, with its continued operationsrespect to those currently performing services, will, at the Closing Date, qualify for such classification. Neither the Company nor any agentof its Subsidiaries has any material liabilities under the Worker Adjustment and Retraining Act of 1998, representative as amended as a result of any action taken by the Company (other than at the written direction of Parent or employee thereof as a result of any of the transactions contemplated by this Agreement). The Company has within delivered to Parent true, correct and complete copies of all election statements under Section 83(b) of the last 36 months committed any unfair labor practice as defined Code, together with evidence of timely filing of such election statement with the appropriate Internal Revenue Service Center, that are in the National Labor Relations Act, as amended, and there is no pending or, Company’s (or any Subsidiary’s) possession or subject to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board (or any representative thereof. There has been no strike, walkout Subsidiary’s) control with respect to any unvested Company Restricted Shares or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified other property issued by the Company to any of its (or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classifiedSubsidiary’s) employees, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do sonon-employee directors, consultants or other service providers.

Appears in 1 contract

Samples: Merger Agreement (Cardiodynamics International Corp)

Employees. Section 3.10(a(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 6.14 of the Company Disclosure ScheduleSchedules, there are no claims, actions, proceedings or investigations pending or, to the Knowledge of the Company, no threatened against TLA with respect to or by any employee or former employee of the Company and there are no claims, actions, proceedings or investigations pending or, to the Knowledge of the Company, threatened against any employees of the Company. There are no, and since March 1, 2021, TLA has not experienced any strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. To the Company’s Knowledge and since March 1, 2021, TLA has not engaged in any unfair labor practices. To the Knowledge of Seller and the Company, there are no organizational efforts presently made or threatened by or on behalf of any Union with respect to employees of the Company. The Company is not, and since March 1, 2021 has not been a party to, bound by, or negotiating any collective bargaining agreement or other contract with a union, works council or labor organization (collectively, “Union”) and there is not, and since March 1, 2021 there has not been, any Union representing or purporting to represent any employee of the Company with respect to the Company, and to Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees of the Company for the purpose of collective bargaining. Since March 1, 2021, there has not been, nor, to the Company’s Knowledge, has there been any, or any Subsidiary is in violation of any term of any patent disclosure agreementthreat of, non-competition agreement work slowdowns, work stoppages, lockouts, concerted refusals to work overtime or any restrictive covenant (i) to other similar labor disruptions or dispute affecting the Company or any Subsidiaryof its employees. (b) Section 6.14(b) of the Company Disclosure Schedules sets forth a list of all persons who are employees, independent contractors or consultants of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) to title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation opportunity; (vi) leave status; and (vii) a former employer relating to the right of any such employee to be employed because description of the nature fringe benefits provided to each such individual as of the business conducted by date hereof. Except as set forth on Section 6.14(b) of the Company or Disclosure Schedules, the Subsidiaries or employment of each employee and engagement of each independent contractor of the use Company is terminable at the will of trade secrets or proprietary information of others. The the Company, and the Company is not a party to any employment, independent contractor, non-competition or bound by severance Contract with any collective bargaining agreement current or any other agreement with a labor union, and, to former employee or independent contractor of the Company’s knowledge. As of the date hereof, there has been no effort by any labor union during all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the 36 months Company for services performed prior to the date hereof have been paid in full and there are no outstanding agreements, understandings or commitments of the Company with respect to organize any compensation, commissions or bonuses. No offer of employment or engagement, except in the ordinary course of business, has been made by the Company. Except in the ordinary course of business, no employee or independent contractor of the Company has given notice terminating such employee’s or independent contractor’s employment or engagement or is under notice of dismissal and, to the Seller’s Knowledge, no employee or independent contractor of the Company has any plans to terminate employment or engagement with the Company, including as a result of the transaction contemplated by this Agreement. There are no material Liabilities, whether contingent or absolute, of the Company relating to workers’ compensation benefits that are not fully insured against by a bona fide third party insurance carrier. With respect to each Employee Benefit Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. (c) Except as disclosed on Section 6.14(c) of the Company Disclosure Schedules, the employment or engagement of each of the current employees of the Company into one or more collective bargaining units. There is no pending or, to terminable by the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amendedapplicable, at will and there is no pending or, to the Company’s knowledge, threatened charge without penalty or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soLiability.

Appears in 1 contract

Samples: Stock Purchase Agreement (PLBY Group, Inc.)

Employees. (a) Section 3.10(a3.16(a) of the Company Disclosure Schedule sets forth contains a list of all current employees of the name Acquired Companies whose annual base salary exceeds $25,000 per year, along with the position and current the annual rate of compensation of each such person. No Acquired Company employee at the employees Vice President level or higher has provided notice of such employee's intent to terminate employment with such Acquired Company and, to the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor knowledge of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the CompanySelling Securityholders, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee presently plans to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The terminate employment with such Acquired Company. (b) No Acquired Company is not now or has been a party to or bound by any collective bargaining agreement or similar agreement, nor during the past five years has any Acquired Company experienced any strikes, slowdowns, work stoppages, grievances, lockouts, claims of unfair labor practices or other agreement with a labor union, collective bargaining disputes and, to the Company’s knowledgeknowledge of the Company or the Selling Securityholders, there has been no effort by any such strikes, slowdowns, work stoppages, grievances, lockouts, claims of unfair labor union during practices or other collective bargaining disputes are threatened. There are no labor unions or other organizations, either currently or within the 36 months prior past five years, representing, purporting to represent or, to the date hereof knowledge of the Company or the Selling Securityholders, attempting to organize represent any employees of any Acquired Company. (c) To the knowledge of the Company into one or more the Selling Securityholders, no Acquired Company has violated any law, order, judgment or arbitration award of any court, arbitrator or government authority regarding the terms and conditions of employment of employees, former employees or prospective employees or other labor related matters, including any laws, orders, judgments or awards relating to wrongful discharge, discrimination, personal rights, leaves of absence, wages, hours, collective bargaining unitsbargaining, fair labor standards or occupational health and safety. (d) Each Acquired Company has properly classified all of its service providers as either employees or independent contractors. Each Acquired Company has withheld and paid to the appropriate governmental authority all amounts required to be withheld from compensation paid to its employees and is not liable for any arrears of Taxes, penalties or other sums for failure to withhold and pay applicable Taxes. Each Acquired Company has paid in full to its employees or adequately accrued for in accordance with GAAP or applicable foreign Laws, all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees. There is no pending orclaim in dispute against any Acquired Company with respect to payment of wages, to the Company’s knowledge, threatened labor dispute, strike salary or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There overtime pay that has been no strike, walkout asserted or work stoppage is now pending or threat thereof involving threatened with respect to any current or former service providers of such Acquired Company. (e) In the employees of the Company during the 36 months three years prior to the date hereof. The , no Acquired Company has complied effectuated (i) a "PLANT CLOSING" (as defined in all the Worker Adjustment and Retraining Notification Act (the "WARN ACT") or any similar state, local or foreign Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any Acquired Company, or (ii) a "MASS LAYOFF" (as defined in the WARN Act, or any similar state, local or foreign law) affecting any site of employment or facility of any Acquired Company. No Acquired Company has material respects with applicable LawsLiabilities, rules and regulations whether contingent or absolute, relating to employment workers' compensation benefits that are not fully insured against by a bona fide third-party insurance carrier to the extent required by applicable Law. With respect to each state workers' compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. (including f) Section 3.16(f) of the Disclosure Schedule sets forth any and all employee verification requirements under immigration lawsindebtedness in excess of $10,000 owed by any current or former employee, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company consultant or a Subsidiary as an independent contractor satisfies and has satisfied the requirements director of any applicable law Acquired Company to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soany Acquired Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Enzo Biochem Inc)

Employees. Section 3.10(a(a) The Company does not have, and at no time since January 1, 2016 has had, any employees since the date of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Scheduleformation. The Company does not have liabilities or obligations of any kind or nature to any employee of the Seller. Without limiting the generality of the foregoing, the Company does not have any material liability for any compensation, accrued vacation, pension benefits, retirement benefits, benefits under any profit-sharing plan, thrift-savings plan, deferred compensation plan, stock bonus plan, stock option, cash bonus, employee stock ownership plan (including investment credit or payroll stock ownership), severance pay, insurance, medical, welfare, or vacation plan, or any other employee pension benefit plan, employee welfare benefit plan, or other employee benefit plan or any director plan of any kind or nature. (b) In connection with the Company’s operation of the Cogen Facility and the Seller’s operation of the Marina Thermal Facility, respectively, (i) neither Seller nor the Company has made available been or is a party to any collective bargaining or other labor contract; (ii) there has not been, there is not presently pending or existing, and to Seller’s Knowledge, there is not threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Action against or affecting Seller or Company relating to the Parent a copy alleged material violation of each employmentany Applicable Law pertaining to labor relations or employment matters, consulting including any charge or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with complaint filed by an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board Board, the Equal Employment Opportunity Commission, or any representative thereofcomparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting Seller or Company or their premises, or (c) any application for certification of a collective bargaining agent. There has been no strikeTo Seller’s Knowledge, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company Seller has complied in all material respects with applicable Laws, rules and regulations all Applicable Laws relating to employment (including all employee verification requirements under immigration lawsemployment, civil rights and equal employment opportunitiesopportunity, including but not limited tonondiscrimination, immigration, wages, hours, benefits, collective bargaining, the Civil Rights Act payment of 1964social security and similar taxes, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA occupational safety and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classifiedhealth, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soplant closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (South Jersey Industries Inc)

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Employees. (a) Section 3.10(a4.17(a) of the Company Disclosure Schedule sets forth the name a true and current rate of compensation complete list, as of the date hereof, of the names (or anonymized with employee numbers if required by Applicable Law), titles, annual salaries and incentive compensation opportunity of all officers of the Company and its Subsidiaries, including, for the avoidance of doubt, any individuals appointed to a management board, and all other Key Employees. (b) Except as disclosed on Section 4.17(b) of the Company Disclosure Schedule, neither the Company nor its Subsidiaries is a party to or bound by any labor agreement, collective bargaining agreement or other labor Contract applicable to persons employed by the Company and its Subsidiaries. Except as disclosed on Schedule 4.17(b) of the Company Disclosure Schedule, no employees of the Company or its Subsidiaries are represented by any labor union, labor organization, works council or other employee representative body with respect to their employment with the Company or its Subsidiaries. There are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of the Company, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal or other similar body, nor has any such representation proceeding, petition, or demand been brought, filed, made, or, to the knowledge of the Company, threatened in the last three (3) years. In the past three (3) years, there have been no labor organizing activities (including, without limitation, any requests or applications for the recognition or establishment of any trade unions, works councils or other employee representative bodies) involving the Company or its Subsidiaries with respect to any employees of the Company and its Subsidiaries (“Employees”) as of August 15or, 2009 as well as sets forth if each to the knowledge of the Employees is subject Company, threatened by any labor organization, works council or group of employees. (c) In the past three (3) years, there have been no strikes, work stoppages, slowdowns, lockouts or other material labor disputes, arbitrations, grievances or unfair labor practice charges pending or, to an employment agreementthe knowledge of the Company, non-competition agreement and/or non-solicitation agreements threatened in favor writing against or affecting the Company or its Subsidiaries involving any current or former Service Provider. There are no material charges, grievances or complaints, in each case related to alleged unfair labor practices of the Company or any of its Subsidiaries, pending or, to the knowledge of the Company, threatened in writing by or on behalf of any current or former Service Provider or any labor organization. There are no accrued continuing obligations of the Company or its Subsidiaries pursuant to the resolution of any such proceeding that is no longer pending. (d) As of the date of this Agreement, none of the Company’s officers or other Key Employees has given written notice of any intent to terminate his or her employment with the Company or its Subsidiaries as a result of the consummation of the Transactions or otherwise within one (1) year of the Closing Date. The Company and unpaid vacation its Subsidiaries are in material compliance and, to the knowledge of the Company, each Key Employee is in material compliance with the terms of any employment, nondisclosure, and sick pay for restrictive covenant agreements between the Company and its Subsidiaries and such individuals. (e) To the knowledge of the Company, no written notice has been received by the Company or its Subsidiaries in the past three (3) years asserting or alleging discrimination, harassment or other similar misconduct against any Employees except for officer, director, executive or other Key Employee of the accruals set forth Company or its Subsidiaries in his or her capacity as an officer, director, executive or Key Employee or in any other capacity. (f) Except as disclosed on Section 3.10(a4.17(f) of the Company Disclosure Schedule, there are no material complaints, charges, proceedings, investigations, or claims against the Company or its Subsidiaries pending or, to the knowledge of the Company, threatened that could be brought or filed, with any Governmental Authority or any relevant court or tribunal based on, arising out of, in connection with or otherwise relating to the employment, engagement, or termination of employment or engagement or failure to employ or engage by the Company and its Subsidiaries, of any Service Provider. The Company has made available and its Subsidiaries are in material compliance with all Applicable Law respecting employment, employment practices and social security rules, including, without limitation, all laws respecting terms and conditions of employment, the classification and payment of employees, workers, and/or individual contractors and consultants, wages, profit-sharing, bonus plans, working-time, the Worker Adjustment and Retraining Notification Act and any similar foreign, state or local “mass layoff” or “plant closing” laws (collectively, “WARN”) or other mass layoff, plant closing, collective redundancies or similar with respect to the Parent a copy of each employmentCompany or its Subsidiaries, consulting collective bargaining, company-wide agreements, social contributions and social declarations, immigration, benefits, labor relations, discrimination, harassment, civil rights, safety and health and workers’ compensation. There are no material pending, or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider to the knowledge of the Company, threatened, Actions against the Company and Subsidiaries. or any of its Subsidiaries in respect of any current or former Service Provider. (g) Except as set forth disclosed on Section 3.09 4.17(g) of the Company Disclosure Schedule, there has been no “mass layoff” or “plant closing” or similar actions (as defined by WARN) within the six (6) months prior to the Knowledge Closing. (h) The Company and its Subsidiaries maintain, and in the past three (3) years have maintained, an affirmative action plan where required by Applicable Law. (i) Neither the Company nor its Subsidiaries is liable for any arrears of wages, fees, benefits or other compensation or penalties with respect thereto, except in each case as would not be material to the Company and its Subsidiaries taken as a whole. (j) To the knowledge of the Company, no neither the execution or delivery of this Agreement nor the consummation of the Transactions contemplated by this Agreement will result in any material breach or other violation of any collective bargaining agreement, employment agreement, consulting agreement, or any other labor-related agreement to which the Company or its Subsidiaries are a party or bound. The Company and its Subsidiaries have satisfied in all material respects any pre-signing legal or contractual requirement to provide notice to, seek the opinion of, provide a right of advice to or enter into any consultation procedure with, any labor union, labor organization, works council or other employee representative body, which is representing any employee of the Company or any Subsidiary its Subsidiaries, in connection with the execution of this Agreement or the Transactions contemplated by this Agreement. (k) The “mass layoff” (so-called “plan de sauvegarde de l’emploi”) currently being implemented by Mirion Technologies (Canberra) SAS in France is in violation compliance with Applicable Law. (l) Except as disclosed on Section 4.17(l) of the Company Disclosure Schedule, the Company and its Subsidiaries do not have any term material outstanding obligations as a result of any patent disclosure agreementsettlement agreements entered into with their respective employees. (m) The Company has provided to the SPAC copies of all executive officer, non-competition agreement or any restrictive covenant (i) to director and material Key Employees’ employment contracts and consultancy agreements in existence between the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soSubsidiaries.

Appears in 1 contract

Samples: Business Combination Agreement (GS Acquisition Holdings Corp II)

Employees. Section 3.10(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) Except as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) Schedule 4.17, neither the Company nor any of its Subsidiaries has, in respect of the Business, experienced any strike or material grievance, claim of unfair labor practices, or other collective bargaining dispute within the past two (2) years. Neither the Company Disclosure Schedule. The Company has made available to the Parent a copy nor any of each employmentits Subsidiaries has, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider in respect of the Company and SubsidiariesBusiness, committed any unfair labor practice. Except as set forth on Section 3.09 Schedule 4.17, to Seller’s knowledge, no organizational effort is presently being made or threatened by or on behalf of any labor union with respect to employees of the Company Disclosure ScheduleBusiness. Except as set forth on Schedule 4.17, to the Knowledge in respect of the CompanyBusiness, no employee neither the Company nor any of its Subsidiaries has received any notification of any material grievances, labor litigations, complaints, applications or charges that have been filed against the Company or any Subsidiary is of its Subsidiaries under any dispute resolution procedure (including any proceedings under any dispute resolution procedure under any collective bargaining agreement) that have not been dismissed. Except as set forth on Schedule 4.17, no collective bargaining agreements related to the Business are in violation of any term of any patent disclosure agreement, non-competition agreement effect or any restrictive covenant (i) to are currently being negotiated by the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operationsSubsidiaries. Neither the Company nor any agentof its Subsidiaries has received notice of pending or threatened changes of employment status with respect to (including resignation of) the senior management or key supervisory personnel of the Business. Except as set forth on Schedule 4.17, representative or employee thereof has within the last 36 past twelve (12) months committed neither the Company nor any unfair labor practice of its Subsidiaries have, in respect of the Business, implemented any plant closing or mass layoffs as defined in the National Labor Relations Act, as amended, Worker Adjustment and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board Retraining Notification Act or any representative thereof. There has been no strike, walkout similar state or work stoppage or threat thereof involving local Law (“WARN”) without complying with any of the employees of the Company during the 36 months prior to the date hereofnotice obligations required by WARN. The Company has complied and its Subsidiaries are in compliance with all material respects with Laws applicable Lawsto the Business respecting employment and employment practices, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunitiesopportunity, including but not limited topay equity, nondiscrimination, human rights, labor relations, employment and reemployment rights of members of the uniformed services, immigration, benefits, collective bargaining, the Civil Rights Act payment of 1964social security and similar Taxes, the Fair Labor Standards Actoccupational safety and health, the Family Medical Leave Actworkers’ compensation, COBRA plant closings, terms, and the Americans with Disabilities Actconditions of employment, and wages and hours (including, without limitation, classifications of service providers as amended. To the Company’s Knowledgeemployees and/or independent contractors), each service provider classified by except where any failure to comply would not reasonably be expected to result in material liability to the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements any of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soits Subsidiaries.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hubbell Inc)

Employees. (a) Section 3.10(a3.18(a)(i) of the Company Disclosure Schedule sets forth the name and current rate of compensation a list of the current employees of the Company Business, including such employees’ names, employee numbers and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject salaries or hourly rates paid to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiariessuch employees. Except as set forth on in Section 3.09 3.18(a)(ii) of the Company Disclosure Schedule, to the Knowledge of the Company, no each employee of the Company or any Subsidiary Business is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiarya citizen of, or is authorized to work in, the United States of America. (iib) to a former employer relating to the right of any such employee to be employed because The consummation of the nature of Transactions do not require any notifications under the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company WARN Act. (c) No Business Owner is not a party to or bound by any contract regarding collective bargaining agreement or other contract with any other agreement labor union or association representing any current employee of the Business, nor does any labor union or collective bargaining agent represent any Business Employee. No Business Owner or Bally Entity has received notice of any dispute with any Business Employees (relating to collective bargaining or formation of a labor union) or any union, andemployee representatives or other organization formed for a similar purpose and no such dispute is existing, pending or, to the Company’s knowledgeSellers’ Knowledge, threatened. (d) Except as set forth in Section 3.18(d) of the Disclosure Schedule, there has been are no effort by any labor union during the 36 months prior pending or, to the date hereof Sellers’ Knowledge, threatened inquiries or investigations involving or relating to organize any employees of Business Employees by the Company into one Equal Opportunities Commission or more collective bargaining units. similar authorities. (e) There is no pending or, to the Sellers’ Knowledge, threatened material litigation or material dispute involving or relating to any Business Employees other than routine claims for benefits in the ordinary course of the Company’s knowledge, threatened labor dispute, strike or business. (f) Each Business Owner (exclusively with respect to the Business) has at all relevant times complied with all of its material obligations under statute and otherwise concerning the health and safety at work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amendedBusiness Employees, and there is are no material claims pending or, to the Company’s knowledgeSellers’ Knowledge, threatened charge by any Person in respect of any accident or complaint against injury relating to the Company Business which are not fully covered by or with the National Labor Relations Board or insurance (excluding any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any applicable deductibles). (g) Except as set forth in Section 3.18(g) of the employees Disclosure Schedule, each Business Owner has at all relevant times complied with all of the Company during the 36 months prior its material obligations under all Laws related to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunitiesBusiness Employees, including but not limited to, Laws related to the Civil Rights Act payment of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soovertime wages.

Appears in 1 contract

Samples: Purchase Agreement (Bally Total Fitness Holding Corp)

Employees. Section 3.10(a(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant Schedule 4.16(a), (i) to the Company’s Knowledge, no Transferred Employee has any plans to terminate his, her or its employment or relationship as an independent contractor with the Company. The Company has complied with all applicable laws relating to the employment of personnel and labor, including provisions thereof relating to wages, hours, vacation, overtime, notice, pay in lieu of notice, termination and severance pay, obligation, human rights, occupational health and safety, equal opportunity, collective bargaining and the payment of social security and other Taxes, the Worker Adjustment and Retraining Notification Act, and the Immigration Reform and Control Act of 1986, or any Subsidiarysimilar provisions of foreign, federal, state or local law with respect to the Business; (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement agreement, nor has it experienced any strikes, grievances, unfair labor practices claims or any other agreement material employee or labor disputes with a labor union, and, respect to the Company’s knowledge, there Business. The Company has been no effort by not engaged in any unfair labor union during the 36 months prior practice with respect to the date hereof to organize any employees Business and there are no charges of the Company into one unfair labor practices or more collective bargaining units. There is no other employee-related complaints pending or, to the Company’s knowledgeKnowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of against the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in before the National Labor Relations ActBoard, as amendedthe Equal Employment Opportunity Commission, the Occupational Safety and there Health Review Commission, the Department of Labor, or any other Governmental Authority; (iii) the Company is no pending ornot subject to any claim for wrongful dismissal, constructive dismissal or any other claim or complaint, actual or threatened, or any litigation, actual or threatened, relating to employment, discrimination or termination of employment of any employee or former employee of the Company’s knowledge, threatened charge who is or complaint against the Company by or was employed in connection with the National Labor Relations Board or any representative thereof. There has been no strikeBusiness; (iv) neither the Company, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior nor to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified any employee of the Company is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar Contract with a party other than the Company relating to, affecting or in conflict with the Business as presently conducted; (v) within the sixty (60) days preceding the Closing Date, no Employees have ceased to be employed by the Company, whether by reason of termination or otherwise. There are no Employees currently receiving COBRA benefits or entitled to elect to receive COBRA benefits. (b) Schedule 4.16(b) sets forth the names, present annual or, as the case may be, hourly rate of compensation (including salary, bonuses and commissions) of all persons employed on a full-time basis by the Company in connection with the Business (including independent contractors) together with their job title; provided such Schedule 4.16(b) does not include employees that are seasonal or a Subsidiary as an independent contractor satisfies and otherwise not employed full-time. (c) The Company has satisfied not made any promises or representations to any employee or Person concerning employment with the requirements of any applicable law to be so classifiedCompany or Buyer following the Closing Date, and the Company and Subsidiaries have fully and accurately reported has not informed any employee or other Person that such independent contractors’ Person will receive any compensation on IRS Forms 1099 when required as a result of the transactions contemplated by this Agreement or otherwise. The transactions contemplated by this Agreement will not result in any liability for severance pay to do soany employee of the Company or any other Person.

Appears in 1 contract

Samples: Asset Purchase Agreement (Inventure Group, Inc.)

Employees. (i) Section 3.10(a3(t) of the Company Disclosure Schedule sets forth a list of all employees of the name Company or any of its Subsidiaries who receive compensation in excess of $50,000 per year. (ii) To the Knowledge of the Company, no Principal Stockholder or any employee who reports directly to any Principal Stockholder has any plans to terminate employment with any of the Company and current rate its Subsidiaries. (iii) Except as set forth on Section 3(t) of compensation the Disclosure Schedule, (A) none of the Company and its Subsidiaries is a party to any collective bargaining agreement or similar agreement with respect to its employees; (B) there is no labor strike, slowdown, work stoppage, or lockout in effect or, to the Knowledge of the Company, threatened against or otherwise affecting or involving the Business, nor has any such labor strike, slowdown, work stoppage, or lockout occurred since September 1, 1995; (C) there is no current, written, unresolved grievance which, individually or in the aggregate, is likely to have a Material Adverse Effect and no arbitration proceeding is pending or, to the Knowledge of the Company, threatened and no claim therefor has been asserted; (D) there is no unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened relating to the Business; (E) no representation question has been brought to the attention of the Company respecting any of the employees of any of the Company and its Subsidiaries since September 1, 1995, nor to the Company's Knowledge, are any campaigns being conducted to solicit cards from any of the employees of any of the Company and its Subsidiaries to authorize representation by any labor organization; (F) no collective bargaining agreement relating to any of the employees of any of the Company and its Subsidiaries is being negotiated; (G) payment in full to all of the employees of the Company and its Subsidiaries (“Employees”) as of August 15all wages, 2009 as well as sets forth if each of the Employees is subject salaries, commissions, bonuses, benefits, and other compensation lawfully due and owing to an employment such employees or otherwise arising under any policy, practice, agreement, non-competition agreement and/or non-solicitation agreements plan, program, statute, or other law has been made, except where a failure to make such payment will not, individually or in favor the aggregate, have a Material Adverse Effect; and (H) no facility of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Scheduleits Subsidiaries has been closed, to the Knowledge of the Company, no employee of the Company or there have not been any Subsidiary is in violation layoffs of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) its employees sufficient to require notification under the Company or any Subsidiary, or (ii) to a former employer relating to the right Workers Adjustment and Retraining Notification Act of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act1988, as amended, and there is no pending oror implementations of any early retirement, separation, or window program since September 1, 1995 with respect to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees Company and its Subsidiaries, nor, other than in connection with or as a result of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Lawstransactions contemplated hereby, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company are there any plans or a Subsidiary as an independent contractor satisfies and has satisfied the requirements announcements of any applicable law to be so classified, and such action or program for the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do sofuture.

Appears in 1 contract

Samples: Merger Agreement (Apac Teleservices Inc)

Employees. (a) Section 3.10(a3.16(a) of the Company Disclosure Schedule sets forth contains a list of all current employees of the name Acquired Companies whose annual base salary exceeds $50,000 per year, along with the position and current the annual rate of compensation of the employees each such person. As of the date hereof, no Acquired Company and its Subsidiaries (“Employees”) employee at the Vice President level or higher has provided notice of such employee’s intent to terminate employment with such Acquired Company and, as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Scheduledate hereof, to the Knowledge knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee presently plans to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The terminate employment with such Acquired Company. (b) No Acquired Company is not now or has been a party to or bound by any collective bargaining agreement or similar agreement, nor during the past five years has any Acquired Company experienced any strikes, slowdowns, work stoppages, grievances, lockouts, claims of unfair labor practices or other agreement with a labor union, collective bargaining disputes and, to the knowledge of the Company’s knowledge, there has been no effort by any such strikes, slowdowns, work stoppages, grievances, lockouts, claims of unfair labor union during practices or other collective bargaining disputes are threatened. There are no labor unions or other organizations, either currently or within the 36 months prior past five years, representing, purporting to represent or, to the date hereof knowledge of the Company, attempting to organize represent any employees of any Acquired Company. (c) No Acquired Company has violated any law, order, judgment or arbitration award of any court, arbitrator or government authority regarding the terms and conditions of employment of employees, former employees or prospective employees or other labor related matters, including any laws, orders, judgments or awards relating to wrongful discharge, discrimination, personal rights, leaves of absence, wages, hours, collective bargaining, fair labor standards or occupational health and safety. (d) Each Acquired Company into one has properly classified all of its service providers as either employees or more collective bargaining unitsindependent contractors. Each Acquired Company has withheld and paid to the appropriate governmental authority all amounts required to be withheld from compensation paid to its employees and is not liable for any arrears of taxes, penalties or other sums for failure to withhold and pay applicable taxes. Each Acquired Company has paid in full to its employees or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees. There is no pending orclaim in dispute against any Acquired Company with respect to payment of wages, to the Company’s knowledge, threatened labor dispute, strike salary or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There overtime pay that has been no strike, walkout asserted or work stoppage is now pending or threat thereof involving threatened with respect to any current or former service providers of such Acquired Company. (e) In the employees of the Company during the 36 months three years prior to the date hereof. The , no Acquired Company has complied effectuated (i) a “plant closing” (as defined in all the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar state, local or foreign Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any Acquired Company, or (ii) a “mass layoff” (as defined in the WARN Act, or any similar state, local or foreign law) affecting any site of employment or facility of any Acquired Company. No Acquired Company has material respects with applicable Lawsliabilities, rules and regulations whether contingent or absolute, relating to employment workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier to the extent required by applicable Law. With respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid. (including f) Section 3.16(f) of the Disclosure Schedule sets forth any and all employee verification requirements under immigration lawsindebtedness in excess of $10,000 owed by any current or former employee, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company consultant or a Subsidiary as an independent contractor satisfies and has satisfied the requirements director of any applicable law Acquired Company to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soany Acquired Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (On Assignment Inc)

Employees. Section 3.10(a(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employmentcharges, consulting claims or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedulecomplaints pending or, to the Knowledge of the CompanyAcquired Companies, threatened against any Acquired Company by any of their respective employees, arising out of, in connection with or otherwise relating to the employment or termination of employment of or failure to employ, any individual, which charges, claims or complaints would reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. (b) None of the Acquired Companies is a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements that pertain to employees of the Acquired Companies. To the Knowledge of the Acquired Companies, no employee of union organizing efforts are underway with respect to persons employed by the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant Acquired Companies. (c) There are no (i) to the Company or any Subsidiarystrikes, work stoppages, slowdowns, lockouts or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company material arbitrations, material grievances or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a material labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no disputes pending or, to the Company’s knowledgeKnowledge of the Acquired Companies, threatened labor dispute, strike against or work stoppage which affects or which may affect the business involving any of the Company or which may interfere with its continued operationsAcquired Companies. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any There are no unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no charges pending or, to the Company’s knowledgeKnowledge of the Company or the Selling Stockholders, threatened charge or complaint against the Company by or on behalf of any Employee or group of Employees. (d) Each of the Acquired Companies is in compliance with all Laws relating to the National Labor Relations Board employment of labor, including all such Laws relating to wages, hours, "mass layoff" or "plant closing" notification, collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the collection and payment of withholding and/or social security taxes and any representative thereofsimilar tax except for non-compliance which would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. There has been no strike, walkout "mass layoff" or work stoppage "plant closing" (as defined by the federal Worker Adjustment Retraining Notification Act or threat thereof involving any of the similar state or local law) with respect to any employees of the Company during Acquired Companies within the 36 six (6) months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soClosing.

Appears in 1 contract

Samples: Equity Purchase Agreement (Black Knight, Inc.)

Employees. Section 3.10(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent Buyer a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider complete and accurate list of the Company titles and Subsidiariescurrent annual salary rates of, and all bonuses paid or payable within the past twelve (12) months to, all present officers and senior management employees whose annual (or annualized) rate of compensation (base salary and target bonus) exceeds $100,000. Except as set forth on Section 3.09 of Neither the Company Disclosure Schedule, to the Knowledge nor any of the Company, no employee of the Company or any Subsidiary its Subsidiaries is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor unionrespect to its employees, andnor, to the Company’s knowledge, have there has been no effort by any labor union during the 36 months prior to the date hereof attempts to organize any the employees of the Company into one or more collective bargaining unitsany of its Subsidiaries since January 1, 2008. There is no labor strike or other organized work stoppage pending against the Company or any of its Subsidiaries. There are no, nor in the three (3) years prior to the Closing Date have there been any, material Proceedings pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of against the Company or which may interfere with any of its continued operationsSubsidiaries before the U.S. Equal Employment Opportunity Commission, or any Governmental Authority or any arbitrator concerning alleged employment discrimination or any other material matter related to employment, wages, hours, equal opportunity, nondiscrimination, immigration, benefits, collective bargaining, payment of social security and similar taxes, income tax withholding, occupational safety and health, and/or privacy rights of employees. Neither There is no, nor in the Company nor any agentthree (3) years prior to the Closing Date has there been any, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no charge or complaint pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with any of its Subsidiaries before the National Labor Relations Board Board, or any representative thereofsimilar state, local or foreign Governmental Authority. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees Each of the Company during the 36 months prior to the date hereof. The Company and its Subsidiaries has complied in all material respects with all applicable Laws, rules and regulations Laws relating to employment social insurance obligations in respect of all their employees. In the three (including all employee verification requirements under immigration laws3) years prior to the Closing Date, civil rights neither the Company nor any of the Subsidiaries has effectuated (i) a “plant closing” as defined in the Worker Adjustment and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Retraining Notification Act, 29 U.S.C. §§ 2101 et seq. (the Family Medical Leave “WARN Act”) (or any similar state, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by local or foreign law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of the Subsidiaries or (ii) a Subsidiary “mass layoff” as an independent contractor satisfies and has satisfied defined in the requirements WARN Act (or any similar state, local or foreign law) affecting any site of employment or facility of the Company or any applicable law to be so classifiedof the Subsidiaries, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do sowhich liability therefor remains unsatisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (MRV Communications Inc)

Employees. (a) Section 3.10(a) 4.20 of the Company Disclosure Schedule sets forth forth, as of December 31, 2013, the name and name, job title, current rate of base salary, any change in base compensation of the employees of the Company since December 31, 2013 with respect to each Active Employee whose annual compensation for calendar year 2013 (including wages, salaries and its Subsidiaries actual or anticipated bonuses), exceeded $200,000 (“Employees”) as of August 15determined, 2009 as well as sets forth if each of the Employees is subject to an employment agreementfor such purposes, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available without regard to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Transactions). No Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiaryis, or (ii) to a former employer relating to during the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not last six years has been, a party to or bound by any collective bargaining agreement agreement. During the last three years, no Company has experienced any material strike, slowdown, picketing, work stoppage, employee grievance process, claim of unfair labor practice or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more material collective bargaining unitsdispute. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business lockout of any employees by any Company as of the date of this Agreement, and no such action is contemplated by any Company. No Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any material unfair labor practice as defined in under the National Labor Relations Act. To the Companies’ Knowledge, as amended, (i) no event has occurred or circumstance exists that would reasonably be expected to provide the basis for any material work stoppage or other material labor dispute and (ii) there is no pending or, to the Company’s knowledge, material organizational effort presently being made or threatened charge or complaint against the Company by or on behalf of any labor union with respect to employees of any Company. (b) Each Company is, and during the National Labor Relations Board or any representative thereof. There last three years, has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in compliance in all material respects with all applicable Employment Laws. There are no material Proceedings pending, rules and regulations or to the Companies’ Knowledge, threatened against any Company relating to the employment of any employee of any Company, other than routine claims for benefits. No Company has any material Liability with respect to any misclassification of (including all i) any Person or employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and rather than as an employee, (ii) any employee leased from another employer or (iii) any employee currently or formerly classified as exempt from overtime wages. Within the past year, no Company has satisfied incurred any Liability under the requirements of WARN Act or any applicable law to be so classifiedsimilar state or local Law that remains unsatisfied, and no employment terminations prior to the Closing Date shall result in unsatisfied Liability under the WARN Act or any similar state or local Law, other than any such employment terminations at the direction of Buyer. No Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required employee has experienced an employment loss, as defined by the WARN Act or any similar applicable state or local Law, requiring notice to do soemployees in the event of a closing or layoff, within ninety days prior to the date of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Tire Distributors Holdings, Inc.)

Employees. Section 3.10(a) Neither CAS nor any of the Company Disclosure Schedule sets forth the name and current rate of compensation of its employees is subject to any labor agreement or collective bargaining agreement, no petition for certification or union election is pending with respect to the employees of CAS, to the Company and its Subsidiaries (“Employees”) as knowledge of August 15CAS or Holding, 2009 as well as sets forth if each no union or collective bargaining representative has sought such certification or recognition with respect to the employees of CAS at any time during the past three years, and, to the knowledge of CAS or Holding, there has been no agreement or commitment to do or enter into any of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiariesforegoing. Except as set forth on Section 3.09 SCHEDULE 7.24, CAS has not entered into any written or oral employment agreement or become obligated under any other document, policy or practice which gives to any person a right to employment or compensation, including severance payments. SCHEDULE 7.24 also includes accurate and complete copies of all written and detailed descriptions of all oral employment arrangements disclosed on such Schedule. To the knowledge of CAS and Holding, all of CAS's employees are authorized by the United States Department of Justice to work in the United States, and CAS has complied with all verification requirements of the Company Disclosure Schedule, United States Department of Justice with respect to the Knowledge identity of all of CAS's employees and their authorization to work in the CompanyUnited States. CAS is neither in breach of, no employee nor has taken any action which would constitute a breach of, any oral or written agreements or understandings respecting employment. All obligations of the Company CAS, whether arising by operation of law, by contract, by past custom or any Subsidiary is in violation practice or otherwise, for salaries, vacation, holiday pay, bonuses and other forms of any term compensation which were payable to its officers, directors or employees as of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees (including all required and due taxes, insurance and withholding thereon) have been paid as of the Company into one or more collective bargaining unitsdate hereof. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects labor disturbances pending or which may affect the business of the Company or which may interfere with its continued operationsthreatened against CAS nor is any grievance currently being asserted. Neither the Company nor any agent, representative or employee thereof CAS is not and has within the last 36 months committed not engaged in any unfair labor practice as defined in the National Labor Relations Act, as amended, and there practice. There is no pending or, to the Company’s knowledge, threatened unfair labor practice charge or complaint against the Company by or with CAS pending before the National Labor Relations Board or any representative thereofother domestic or foreign governmental agency and, to the knowledge of CAS or Holding, there are no facts or information that could give rise thereto. There CAS's relationship with its employees is good, and neither CAS nor Holding has been no strike, walkout received any information which would lead it to believe that a material number of CAS's employees will or work stoppage or threat thereof involving any of the may cease to be employees of the Company during the 36 months CAS prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating Closing or will refuse reasonable offers to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified be employed by the Company or a Subsidiary as an independent contractor satisfies and has satisfied Purchaser following the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soClosing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Geologistics Corp)

Employees. Section 3.10(a(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of in Schedule 3.15(a), neither the Company Disclosure Schedule, to the Knowledge nor any of the Company, no employee of the Company or any Subsidiary its Subsidiaries is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement agreements or any other agreement similar Contracts with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior applicable to the date hereof to organize any employees of the Company into one or more collective bargaining unitsits Subsidiaries. There is no pending or, to the Company’s knowledgeKnowledge of Sellers, threatened labor disputethreatened, strike and there has not been in the past three (3) years, any organized effort or work stoppage which affects demand for recognition or which may affect certification or concerted attempt to organize the business employees of the Company or which may interfere its Subsidiaries by any labor organization. Except as would not be material to the Company or any of its Subsidiaries taken as a whole, there are no, and in the past three (3) years, there have not been any, pending or, to the Knowledge of Sellers, threatened, (i) strikes, lockouts, slowdowns, work stoppages, picketing, concerted refusal to work overtime, handbilling, labor demonstrations, leafletting, lockouts, arbitrations or grievances (in each case involving labor matters) or other material labor disputes, or (ii) unfair labor practice charges, material grievances or material labor complaints, in each case, by or with respect to the employees of the Company or any of its continued operationsSubsidiaries. Neither the Company nor any agentof its Subsidiaries has entered into any organized labor agreement, arrangement or understanding, whether written or oral, with any labor union, trade union, works council or other employee representative body or employee thereof has with any material number or category of its employees that the Company or any of its Subsidiaries believe would reasonably be interpreted or construed to prevent (i) the consummation of the transactions contemplated by this Agreement or (ii) the implementation of any layoff, redundancy, severance or similar program within the last 36 months committed its or their respective workforces (or any unfair labor practice as defined in the National Labor Relations Actpart of them), as amended, and there is no pending or, subject to compliance with the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving of its Subsidiaries’ severance plan and any of the employees of the Company during the 36 months prior to the date hereofapplicable severance provisions in any collective bargaining agreements. The Company has and its Subsidiaries have complied in all material respects with applicable Lawsall Laws requiring advance notice of the transaction to employees or their representatives. (b) With respect to any Person performing services on behalf of the Company or any of its Subsidiaries on or prior to the Closing, rules and regulations relating none of the Company or any of its Subsidiaries has any material Liability with respect to employment any misclassification of such Person as an independent contractor rather than as an employee, or as an “exempt” employee rather than a “non-exempt” employee (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, within the Civil Rights Act meaning of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities ActAct of 1938, as amended. To ), or with respect to such Person’s status as a leased employee. (c) Except as would not reasonably be expected to result in material Liability, there is no governmental investigation or audit or other similar proceeding pending or, to the Company’s KnowledgeKnowledge of Sellers, each service provider classified by threatened against the Company or any of its Subsidiaries by, on behalf of or relating to any current or former employees of the Company or any of its Subsidiaries. (d) Except as set forth in Schedule 3.15(d), the Company and each of its Subsidiaries is in compliance in all material respects with all applicable Laws respecting employment and employment practices, including Laws concerning terms and conditions of employment, wages and hours, classification, occupational safety and health, “mass layoffs” and “plant closings” (as those terms are defined in the WARN Act and similar state and local Laws), classification of independent contractors and workers’ compensation. (e) Schedule 3.15(e) sets forth a Subsidiary as true, correct and complete list of all employees of the Company and its Subsidiaries who have experienced an independent contractor satisfies employment loss within the meaning of the WARN Act or any similar state, local or foreign Law within the ninety-day period prior to the date hereof, along with such employee’s work location and has satisfied date of hire (the requirements of any applicable law to be so classified, “WARN List”) and the Company shall provide an updated WARN List to Purchasers on the Closing Date, as well as upon reasonable request of Purchaser prior to the Closing Date. The Company and its Subsidiaries have fully complied in all material respects with the WARN Act during the one-year period prior to the date hereof. (f) Schedule 3.15(f) sets forth a recent, true, correct and accurately reported complete list, as of the date of this Agreement, of all employees of the Company and its Subsidiaries and identifies the job title, work location, date of hire, exempt or non-exempt status, employment status (whether active, on furlough (temporary layoff) or on leave of absence), part-time or full-time, union, annual base salary or regular hourly wage rate and bonus or commission entitlement for each employee of the Company and its Subsidiaries, as well as whether such independent contractors’ compensation employee of the Company or its Subsidiaries is on IRS Forms 1099 when required to do soleave and the date of such leave and whether on furlough (temporary layoff) and the date such furlough commenced.

Appears in 1 contract

Samples: Asset Purchase Agreement (J C Penney Co Inc)

Employees. Section 3.10(a(a) of the Company Disclosure Schedule sets forth the name Battery Point and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees its subsidiaries does not employ any person and has not employed any person since July 1, 2018. Neither Battery Point or any of its subsidiaries is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements (i) involved in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Scheduleor, to the Knowledge of the CompanyBattery Point, no employee threatened with any labor dispute, grievance or proceeding relating to labor, safety or discrimination matters, including charges of the Company unfair labor practices or any Subsidiary is in violation of any term of any patent disclosure agreementdiscrimination complaints, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to engaged in any unfair labor practices within the right of any such employee to be employed because meaning of the nature of the business conducted by the Company National Labor Relations Act or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not (iii) a party to to, or bound by by, any collective bargaining agreement. No collective bargaining agreement has been negotiated by Battery Point or any other agreement with a of its subsidiaries. No labor union, and, to the Company’s knowledge, there union or employee organization has been certified or recognized as the collective bargaining representative of any employees of Battery Point or any of its subsidiaries. To the Knowledge of Battery Point, (A) no effort employee was represented by any labor union during the 36 months prior or similar association and (B) no labor union or group of employees of Battery Point or any of its subsidiaries has made a pending demand for recognition or certification, and there are no union organizing campaigns or representation proceedings in process or threatened with respect to the date hereof to organize any employees of the Company into one Battery Point or more collective bargaining unitsany of its subsidiaries. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects against Battery Point or which may affect the business any of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no Subsidiaries pending or, to the Company’s knowledgeKnowledge of Battery Point, threatened charge or complaint against threatened. (b) Section 4.13(b) of the Company by or with the National Labor Relations Board Battery Point Disclosure Schedules sets forth all claims made to Battery Point or any representative thereof. There has been no strike, walkout of its subsidiaries by any former employee of Battery Point or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior its subsidiaries relating to the date hereofviolation or alleged violation of any law. The Company Battery Point and its subsidiaries are not subject to any or are in compliance with its, to the extent applicable, obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 and any similar Law (the “WARN Act”). Since January 1, 2020, neither Battery Point or any of its subsidiaries has complied effectuated (i) a “mass layoff” (as defined in all material respects the WARN Act) affecting any site of employment or facility or operating unit within any site of employment or facility of any Subsidiary or (ii) a “plant closing” (as defined in the WARN Act) in the United States affecting any such site of employment or facility. (c) Neither Battery Point or any of its subsidiaries has any (i) contract with applicable Laws, rules and regulations any employee or (ii) other policy or plan relating to the terms or conditions of employment, compensation, benefits, retention, severance, severance pay, termination, termination pay or any other employment (including all employee verification requirements under immigration laws, civil rights obligation. Battery Point and equal employment opportunities, including but not limited to, the Civil Rights Act each of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, its subsidiaries has properly classified each service provider classified by the Company or a Subsidiary person providing services thereto as an employee or independent contractor satisfies and has satisfied the requirements of any applicable law to be so classifiedproperly classified all employees for overtime purposes, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soin each case under all laws.

Appears in 1 contract

Samples: Exchange Agreement (Pacific Oak Strategic Opportunity REIT, Inc.)

Employees. Section 3.10(a(a) Seller Parent has provided Buyer with a true and complete list of the following with respect to each Company Disclosure Schedule sets forth Employee and Company Consultant whose annual base salary exceeds $100,000: (i) with respect to Company Employees located in the United States only, the name and current rate of compensation title/position, and with respect to Company Employees located outside of the employees United States, an anonymous employee identification number, (ii) annual base salary, (iii) target level of commission, bonus or other incentive compensation, and (iv) whether such Company Employee or Company Consultant is a party to an individualized severance contract; provided that in no event shall Sellers be required to disclose any information the Company and its Subsidiaries disclosure of which is prohibited by Applicable Law. (“Employees”b) as of August 15, 2009 as well as Schedule 3.19(b) sets forth if a true and complete list of each collective bargaining, works council or labor agreement governing the terms and conditions of employment of any Company Employee and, to the Employees is subject to an employment agreementknowledge of Sellers, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There there are no accrued and unpaid vacation and sick pay for activities or proceedings involving any Employees except for the accruals set forth on Section 3.10(alabor union, works council or other collective bargaining organization to organize or represent any Company Employees. (c) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure ScheduleSchedule 3.19(c), (i) there are no suits, charges or grievances pending or, to the Knowledge knowledge of the CompanySellers, no employee of the Company threatened, against Seller Parent or any Subsidiary is of its subsidiaries involving any Company Employee or Company Consultant that could result in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) a material liability to the Company Companies or any Subsidiarythe Subsidiaries, or (ii) to there are no material unfair labor practice charges or other applications or proceedings before a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement labor relations board or any other agreement with a labor union, andsimilar authority currently pending or, to the Company’s knowledgeknowledge of Sellers, threatened, against Seller Parent or any of its subsidiaries involving any Company Employee or Company Consultant, (iii) there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is are no pending or, to the Company’s knowledgeknowledge of Sellers, threatened labor disputerepresentation questions, strike arbitration proceedings, lockouts, strikes, slowdowns or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company stoppages by or with respect to any Company Employee, (iv) none of the National Labor Relations Board Companies and none of the Subsidiaries is a party to, or otherwise bound by, any representative thereof. There consent decree with, or citation or other order by, any Governmental Authority relating to employment practices with respect to any Company Employees, except to the extent that any such consent decree, citation or order, individually or in the aggregate, has been no strike, walkout or work stoppage or threat thereof involving not resulted in and could not reasonably be expected to result in any material liability to any of the employees Companies or any of the Company during the 36 months prior Subsidiaries, and (v) other than as would not result in a material liability to the date hereof. The Company has complied Companies or any of the Subsidiaries, Seller Parent and each of its subsidiaries are in compliance in all material respects with applicable Laws, rules and regulations all Applicable Laws relating to employment (including all practices, wages, hours, and other terms and conditions of employment, employment standards, human rights, occupational safety, workers’ compensation, immigration, employee verification requirements under immigration laws, civil rights classification and equal employment opportunities, including but not limited to, plant closings. No individuals other than the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the current Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law Employees may validly claim to be so classified, and a current salaried employee of the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soCompanies or any of the Subsidiaries.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chemtura CORP)

Employees. Section 3.10(a(a) Except for Xxxxxx Xxxxxxx, Schedule 3.34 sets forth a correct and complete list of the Company Disclosure Schedule sets forth following information for each employee, independent contractor, consultant and agent of the name Sellers employed in the Business, including each employee on leave of absence or layoff status, employer, name, job title, date of hire, date of commencement of employment, current compensation paid, each individual that is employed by the Sellers in connection with the Business, their title and current rate of compensation of pay. (b) Neither Seller has violated the employees of Worker Adjustment and Retraining Notification Act (the Company and its Subsidiaries (EmployeesWARN Act”) or any similar state or local Legal Requirement and neither the Closing nor the transactions contemplated under this Agreement will cause or result in any such violation. (c) No former or current employee of either Seller is a party to or is otherwise bound by, any Contract that in any way adversely affected, affects or will affect the ability of such Seller or Purchaser to conduct the business as heretofore carried on by such Seller. (d) No present or former employee of August 15any Seller or of any Subsidiary has advanced any material claim (whether under any applicable law, 2009 as well as sets forth if each of the Employees is subject to through any governmental agency, under an employment agreement, non-competition collective bargaining agreement, personal service or independent contractor agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(aotherwise) of the Company Disclosure Schedule. The Company has made available that is currently pending, or to the Parent a copy Knowledge of each Sellers, threatened for (i) overtime pay, wages, salaries or profit sharing, vacation pay, paid time off (including, without limitation, potential sick leave) or pay in lieu of vacation or time off, (ii) any violation of any law relating to minimum wages or maximum hours of work, (iii) discrimination against employees on any basis, (iv) unlawful employment or termination practices, (v) unfair labor practices, (vi) any violation of occupational safety and/or health standards, (vii) benefits under any employee plans or compensation arrangement, or (viii) breach of any employment, consulting personal service or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider . Neither of the Company Sellers nor any Subsidiary is a party to any collective bargaining agreement or is the subject of any labor dispute or activity involving the proposed organization of a union for any group or class of employees, and Subsidiaries. Except as set forth on Section 3.09 there has not been any strike or work stoppage of the Company Disclosure Scheduleany kind called or, to the Knowledge of the CompanySellers, no employee threatened, against either of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company Sellers or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do so.

Appears in 1 contract

Samples: Asset Purchase Agreement (Multiband Corp)

Employees. Section 3.10(a(a) TNX and TNCI have complied in all respects with all applicable Laws respecting employment and employment practices, terms and conditions of the Company Disclosure Schedule sets forth the name employment, wages and current rate hours, other than instances of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements compliance which, individually or in favor the aggregate, could not reasonably be expected to result in penalties other than fines in an amount not exceeding $50,000 in the aggregate, and neither TNX nor TNCI is liable for any arrears of the Company wages or Subsidiaries. There any taxes or penalties for failure to comply with any such Laws; (b) TNX believes that TNX's and TNCI's relations with its employees is satisfactory; (c) there are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedulecontroversies pending or, to the Knowledge best knowledge of the CompanyTNX, no employee threatened between TNX or TNCI and any of the Company its employees, which controversies have or any Subsidiary could reasonably be expected to have a material adverse effect; (d) neither TNX nor TNCI is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor unionunion contract applicable to persons employed by TNX or TNCI, andnor, to the Company’s knowledgebest knowledge of TNX, are there has been no effort by any activities or proceedings of any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is such employees; (e) there are no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no complaints pending or, to the Company’s knowledge, threatened charge against TNX or complaint against the Company by or with TNCI before the National Labor Relations Board or any representative thereof. There has been current union representation questions involving employees of TNX or TNCI; (f) there is no strike, walkout or slowdown, work stoppage or threat thereof involving lockout existing, or, to the best knowledge of TNX, threatened, by or with respect to any of the employees of TNX or TNCI; (g) no charges are pending before the Company during Equal Employment Opportunity Commission or any state, local or foreign agency responsible for the 36 months prior prevention of unlawful employment practices with respect to TNX or TNCI; (h) there are no claims pending against TNX before any workers' compensation board; and (i) each of TNX and TNCI has not received notice that any Federal, state, local or foreign agency responsible for the enforcement of labor or employment laws intends to conduct an investigation of or relating to TNX or TNCI and, to the date hereof. The Company has complied best knowledge of TNX, no such investigation is in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soprogress.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SZM Distributors Inc)

Employees. Section 3.10(a(a) The Company has made available a true, correct, and complete in all material respects list of the Company Disclosure Schedule sets forth the name and all current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”taken as a whole) as of August 15the date of such list, 2009 as well as sets forth if each showing date of the Employees is subject to an employment agreementhire, hourly rate or salary or other basis of non-competition agreement and/or discretionary cash compensation, including annual bonus payments (if applicable), full-time or part-time status, exempt or non-solicitation agreements in favor of the Company exempt status, and job title or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(aposition. (b) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider None of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the its Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a are party to or bound by any collective bargaining agreement or any other agreement type of labor-related, Contract with a any union or labor unionorganization, and, to the Company’s knowledge, and there has been are no effort by collective bargaining agreements or other labor-related Contracts covering any labor union during the 36 months prior to the date hereof to organize any employee or group of employees of the Company into one and its Subsidiaries. No union, labor organization, or more collective bargaining units. There is group of employees of the Company and its Subsidiaries has made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business knowledge of the Company or which may interfere with and its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledgeSubsidiaries, threatened charge to be brought or complaint against the Company by or filed, with the National Labor Relations Board or other labor relations tribunal. Except as set forth on Schedule 2.21(b): (i) to the knowledge of the Company, there are and within the past five (5) years have been no union organizing activities involving employees of the Company and its Subsidiaries; (ii) there are no pending or, to the knowledge of the Company, threatened strikes, work stoppages, walkouts, slowdowns, lockouts, unfair labor practice charges, material grievances or other similar labor disputes pending or, to the knowledge of the Company, threatened against the Company and its Subsidiaries or any representative thereofemployee of the Company and its Subsidiaries, and no such disputes have occurred within the past five (5) years; and (iii) within the past five (5) years, none of the Company and its Subsidiaries have committed a unfair labor practice, and there are no pending or, to the knowledge of the Company, threatened, unfair labor practice charges or complaints against any of the Company and its Subsidiaries. (c) The Company and its Subsidiaries are, and for the past five (5) years, have been, in material compliance with all Laws relating to the employment of labor, including all such Laws relating to wages (including minimum wage and overtime), hours of work, child labor, equal employment opportunity, discrimination, harassment, retaliation, whistleblowing, disability accommodation, leaves of absence, paid and unpaid time off, vacation, benefits, hiring, promotion, and termination of employees, civil rights, payroll withholdings and deductions (including payment of social security, payroll, and other mandatory employment-related Taxes), classification and payment of employees, independent contractors and consultants, temporary employees, interns, joint employment, employment equity, WARN and any similar state or local "mass layoff" or "plant closing" Law, collective bargaining, occupational health and safety, workers' compensation, unemployment compensation insurance, and immigration and authorization to lawfully work in the United States. None of the Company and its Subsidiaries have taken any action which would constitute a "plant closing" or "mass layoff" within the meaning of WARN or issued any notification of a plant closing or mass layoff required by WARN with the six (6) months prior to the Closing. (d) There are no complaints, charges or claims against the Company and its Subsidiaries pending or, to knowledge of the Company, threatened that could be brought or filed with any Governmental Body, or based on, arising out of, in connection with or otherwise relating to the employment or termination of employment or failure to employ by the Company and its Subsidiaries, of any individual. (e) The Company and its Subsidiaries have incurred no material outstanding Liability arising from the: (i) failure to pay wages (including overtime wages), (ii) misclassification of employees as independent contractors or, (iii) misclassification of employees as exempt from the requirements of the Fair Labor Standards Act or similar state Laws, in each case of (i) through (iii) within the past five (5) years. For the past five (5) years, all wages and benefits due to the Company and its Subsidiaries' employees, and all compensation due to the Company and its Subsidiaries' individual consultants and independent contractors, have been paid in accordance with applicable Law in all material respects. There has are no complaints, charges, or claims against the Company and its Subsidiaries pending, or, to the knowledge of Company, threatened, relating to any actual or alleged failure to pay wages (including overtime wages) or misclassification of employees as either independent contractors or as exempt employees. (f) To the knowledge of the Company, the current employees of the Company and its Subsidiaries who work in the United States are authorized and have appropriate documentation to work in the United States. None of the Company and its Subsidiaries have, in the past five (5) years, been notified of any pending or threatened investigation by any branch or department of U.S. Immigration and Customs Enforcement ("ICE"), or other federal agency charged with administration and enforcement of federal immigration laws concerning the Company and its Subsidiaries. To the knowledge of the Company, the Company and its Subsidiaries have never received any "no strikematch" notices from ICE, walkout the Social Security Administration, or the IRS with respect to current employees. (g) The Company and its Subsidiaries have reasonably investigated all employment discrimination (including hostile work stoppage environment), harassment (including sexual harassment), and retaliation allegations of, or threat thereof involving against, the Company and its Subsidiaries and any employee of the Company and its Subsidiaries brought to or otherwise reasonably within the Company's knowledge. (h) To the Company's knowledge, no officer or employee of the Company or any of its Subsidiaries earning annual base cash compensation in excess of $200,000 intends to terminate his or her employment relationship with the Company or any of its Subsidiaries within twelve (12) months following Closing. (i) The employment of the employees of the Company during and its Subsidiaries located in the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, United States is "at will" and the Company and its Subsidiaries do not have fully any limitation on their respective right to terminate the employment of any employee of the Company or the Subsidiaries located in the United States, nor any obligation to provide any particular form or period of notice prior to terminating the employment of any such employees, nor to provide any severance or other cash or other consideration to such employees upon termination of employment, except as disclosed on Schedule 2.21(i). (j) To the Company's knowledge, no officer, director, current employee, consultant, or independent contractor to the Company and accurately reported its Subsidiaries is bound by any Contract, including any employment agreement, non-competition, or non-solicitation agreement, or other restrictive covenant, that is in conflict with the ability of such independent contractors’ compensation on IRS Forms 1099 when required Person to do soengage in his or her duties and responsibilities to the Company and its Subsidiaries. (k) Company and its Subsidiaries are not party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to Company and its Subsidiaries' employees or employment practices.

Appears in 1 contract

Samples: Stock Purchase Agreement (Signet Jewelers LTD)

Employees. Section 3.10(a(a) Except as set forth on the attached Employee Schedule, neither the Company nor any of its Subsidiaries is party to any collective bargaining agreement with any union or labor organization. Except as set forth on the attached Employee Schedule or as would not be reasonably expected to result in liability to the Company and its Subsidiaries, none of the Company Disclosure and its Subsidiaries has experienced, there is not now pending and no Person has threatened to commence, any strike, slowdown, work stoppage or material grievance, claim of unfair labor practices, or other material collective bargaining dispute within the past three years. None of the Company and its Subsidiaries has committed any material unfair labor practice and no material claim, complaint, action, suit, labor dispute, grievance, charge or investigation by any Person is pending or, to the knowledge of the Company, threatened by any Person against the Company or any Subsidiary under any Labor Law, and the Company and each Subsidiary is, and has, since October 31, 2013, been, in compliance in all material respects with all Labor Laws. Except as set forth on the attached Employee Schedule, the Company has no knowledge that any organizational effort is presently being made or threatened by or on behalf of any labor union with respect to employees of any of the Company and its Subsidiaries. (b) The attached Employee Schedule sets forth a true and complete list as of the name date of this Agreement of each employee of the Company and its Subsidiaries whose annual base salary exceeds $125,000 per year, specifying, as of the date of this Agreement, their position, hire date, current rate salary or wage rate, bonus eligibility, current target bonus, treatment as exempt or nonexempt for purposes of compensation overtime, leave status, full-time/part-time, work location and service credited for purposes of vesting and benefit accrual. Except for employees based in jurisdictions which require the payment of severance under applicable Law or as set forth on the attached Employees Schedule, (i) none of the Company or any of its Subsidiaries is party to any employment agreement, retention agreement or any other agreement, plan arrangement or policy providing for severance benefits or change-in-control payments, and (ii) each of the employees of the Company and or its Subsidiaries is terminable at will. (“Employees”c) Except as of August 15set forth on the attached Employee Schedule, 2009 as well as sets forth if each since October 31, 2013, none of the Employees is subject current or former service providers to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available its Subsidiaries could, currently, or since October 31, 2013, reasonably be expected to the Parent a copy of each employmenthave been, consulting or misclassified as independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiariescontractors. Except as set forth on Section 3.09 of the Company Disclosure attached Employee Schedule, to the Knowledge of the Companythere are no, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreementand since October 31, non2013 have not been any, natural-competition agreement or any restrictive covenant (i) person independent contractors who have provided services to the Company or any Subsidiary, Company Affiliate for a period of six consecutive months or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do solonger.

Appears in 1 contract

Samples: Securities Purchase Agreement (OMNICELL, Inc)

Employees. Section (a) Schedule 3.10(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation Letter lists as of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant date hereof (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with labor union contract that the Company or any of its Subsidiaries is a party to or bound by, (ii) to the knowledge of the Company, any works’ council or a labor unionorganization representing any employees of the Company or its Subsidiaries, and, or (iii) to the knowledge of the Company’s knowledge, there has been no effort by any activities or proceedings of any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining unitsany of its Subsidiaries or compel the Company or any of its Subsidiaries to bargain with any labor union or labor organization. There As of the date hereof, there is no pending or, to the knowledge of the Company, threatened organized labor strike, walkout, work stoppage, slowdown, demonstration, leafleting, picketing, boycott, work-to-rule campaign, sit-in, sick-out, union election or, to the Company’s knowledge, threatened labor dispute, strike governmental investigation or work stoppage which affects or which may affect the business lockout with respect to employees of the Company or any of its Subsidiaries and no such strike, walkout, slowdown, demonstration, leafleting, picketing, boycott, work-to-rule campaign, sit-in, sick-out, union election, or governmental investigation, or lockout has occurred since December 31, 2005, in any case which may interfere with would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No union grievance or labor arbitration demand or proceeding, or unfair labor practice charge or proceeding, whether or not filed pursuant to a collective bargaining agreement, has been filed, is pending or, to the knowledge of the Company, has been threatened against the Company or its continued operations. Subsidiaries that would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. (b) Neither the Company nor any agentof its Subsidiaries is a party to, representative or employee thereof has within the last 36 months committed otherwise bound by, any unfair labor practice as defined consent decree with, or citation by, any Governmental Entity relating to its current or former employees, officers or directors or employment practices that would reasonably be expected to result, individually or in the National Labor Relations Actaggregate, as amendedin a Material Adverse Effect. (c) The Company and each of its Subsidiaries are in compliance with all applicable local, state, federal and there is foreign Laws relating to labor and employment, including but not limited to Laws relating to discrimination, disability, labor relations, hours of work, payment of wages, immigration, workers compensation, working conditions and occupational safety and health, family and medical leave and employee terminations except for such noncompliance which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There are no complaints, lawsuits, arbitrations, administrative proceedings, or other proceedings pending or, to the knowledge of the Company’s knowledge, threatened charge or complaint against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current or former employee, any person alleging to be a current or former employee, any class of the foregoing, or any Governmental Entity, relating to any such Law or regulation, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the National Labor Relations Board employment relationship except for those which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) Within the last six months, neither the Company nor any of its Subsidiaries has incurred any liability or obligation which remains unsatisfied under the Worker Adjustment and Retraining Notification Act (“WARN”) or any representative thereof. There has been no strikestate or local Laws regarding the termination or layoff of employees or notice thereof except for those which would not reasonably be expected to have, walkout individually or work stoppage or threat thereof involving any of in the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Lawsaggregate, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soMaterial Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Harrahs Entertainment Inc)

Employees. Section 3.10(a(a) Schedule 5.14 hereto contains a complete and accurate list and description of all of the Company Disclosure following to which Brawley is a party or by which it is bound which relate to the Business: (i) written employment contracts with officers and employees of the Business; (ii) Collective Bargaining Agreements; and (iii) incentive and bonus arrangements. (b) Except as set forth in Schedule sets forth 5.14, Brawley has complied with its obligations related to, is not in default under, and the name transactions contemplated hereby will not affect any of the foregoing. Brawley has delivered to Newco a true and current complete list of the name, position and present rate of compensation of each employee of the Business as of a recent date. All payments (including benefits) to employees of the Business which would have been paid in the Ordinary Course of Business on or before the Closing Date shall have been paid or accrued as of the Closing. Except as and to the extent set forth in Schedule 5.14, (i) Brawley is not a party to any Collective Bargaining Agreement and, to Bxxxxxx'x Knowledge, no attempt to organize any of the employees of the Company Business has been made, proposed or threatened and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There there are no accrued grievances pending and unpaid vacation and sick pay for no scheduled arbitrations in relation to any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employmentCollective Bargaining Agreement, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right since December 31, 2005, Brawley has not had any Equal Employment Opportunity Commission charges or other claims of employment discrimination made against it by any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one Business, (iii) since December 31, 2005, to Bxxxxxx'x Knowledge, no Wage and Hour Department investigations have ever been made of Brawley with respect to employees of the Business, (iv) no labor strike, dispute, slowdown, stoppage or more collective bargaining units. There lockout is no pending or, to the Company’s knowledgeBxxxxxx'x Knowledge, threatened labor disputeagainst or affecting the Contributed Assets or the Business and since December 31, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor 2005, there has not been any agentsuch action, representative or employee thereof has within the last 36 months committed any (v) no unfair labor practice as defined in the National Labor Relations Act, as amended, and there charge or complaint against Brawley is no pending or, to the Company’s knowledgeBxxxxxx'x Knowledge, threatened charge or complaint against the Company by or with before the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the similar governmental authority with respect to employees of the Company during Business, and (vi) Brawley has not received any notice that any management employees of the 36 months prior Business will terminate or contemplates terminating his or her employment currently or at any time within sixty (60) days after the Closing Date. (c) With respect to the date hereofBusiness, Brawley is in material compliance with and has not materially violated the terms and provisions of the Immigration Reform and Control Act of 1986, and all related regulations promulgated thereunder (the "Immigration Laws"). The Company With respect to each employee of the Business, Brawley has complied in supplied, or shall supply at the Closing Date, to Newco, with regard to all material respects applicable Hired Employees, Form I‑9 (Employment Eligibility Verification Form) and all other records, documents or other papers which are retained with applicable the Form I‑9 by Brawley pursuant to the Immigration Laws. Brawley has not been warned, fined or otherwise penalized by reason of any failure to comply with the Immigration Laws, rules and regulations nor is any such proceeding pending or, to the Knowledge of Brawley, threatened. Except as set forth in Schedule 5.14, Brawley has never been the subject of any inspection or investigation relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, its compliance with or violation of the Civil Rights Act of 1964, Immigration Laws with respect to the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soBusiness.

Appears in 1 contract

Samples: Contribution Agreement (National Beef Packing Co LLC)

Employees. Section 3.10(a(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 3.12 of the Company Disclosure Schedule, to the Knowledge of the Company, no key executive employee and no group of employees or independent contractors of the Company or any Subsidiary of its Subsidiaries has any plans to terminate his, her or its employment or relationship as an independent contractor with the Company or such Subsidiary. Except as set forth in Section 3.12 of the Disclosure Schedule, no organizational effort is in violation presently being made or, to the Knowledge of the Company, threatened by or on behalf of any term labor union with respect to any employees of any patent disclosure agreement, non-competition agreement the Company or any restrictive covenant (i) of its Subsidiaries and none of their employees are represented by any labor union. Except as set forth in Section 3.12 of the Disclosure Schedule and, in each case, where the failure to comply would not result in material Liabilities to the Company or any Subsidiaryof its Subsidiaries or otherwise reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries are in compliance with all applicable laws and contracts respecting labor and employment, including but not limited to employment practices, terms and conditions of employment, wages and hours, immigration, tax and other payroll withholding, and layoffs, and are not engaged in any unfair labor practice. To the Knowledge of the Company, there is no reasonable basis for any unfair labor practice or (ii) to a former employer relating to the right of any such employee other employment-related complaint or claim to be employed because of the nature of the business conducted by asserted against the Company or the Subsidiaries or the use any of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor unionits Subsidiaries, and, to the Company’s knowledge, and there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no labor strike, dispute, slowdown or stoppage actually pending or, to the Knowledge of the Company’s knowledge, threatened labor disputethreatened, strike or work stoppage which affects or which may affect the business of against the Company or which may interfere any of its Subsidiaries. Except as set forth on Section 3.12 of the Disclosure Schedule, the Company and its Subsidiaries have no labor contracts with any representative of any of the Company’s or any of its continued operationsSubsidiaries’ employees. (b) With respect to this transaction, any notice required under any law or collective bargaining agreement has been given, and all bargaining obligations with any employee representative have been, or prior to the Closing will be, satisfied. Neither Except as set forth on Section 3.12 of the Disclosure Schedule, neither the Company nor any agent, representative of its Subsidiaries has implemented any plant closing or employee thereof has within mass layoff of employees that could implicate the last 36 months committed any unfair labor practice as defined in the National Labor Relations ActWorker Adjustment Retraining Notification Act of 1988, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strikesimilar applicable foreign, walkout state or work stoppage local law, regulation or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment ordinance (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited tojointly, the Civil Rights Act of 1964, the Fair Labor Standards “WARN Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do so”).

Appears in 1 contract

Samples: Purchase Agreement (Williams Controls Inc)

Employees. Section 3.10(a(a) The Company and its Subsidiaries are, and, since January 1, 2010 have been, in compliance in all material respects with all applicable Laws relating to the employment of labor. (b) No employment-related legal proceedings, charges, complaints, grievances, investigations, audits or similar actions have been commenced with respect to the Company or any of its Subsidiaries under any applicable employment-related Laws (including before the U.S. Equal Employment Opportunity Commission, National Labor Relations Board or any similar foreign, state or local body) and, to the knowledge of the Company Disclosure Schedule sets forth Company, no proceedings, charges, complaints, grievances, investigations, audits or similar actions are threatened under any such Laws and, to the name and current rate of compensation knowledge of the employees of Company, the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is are not subject to an any order, settlement or consent decree with any present or former employee, employee representative or other Person, including any Governmental Body, relating to claims in respect of employment agreementor labor practices and policies (including practices relating to discrimination, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiarieswage payments, recordkeeping, employment and contractor classification and immigration). There are Since January 1, 2010, no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company Governmental Body has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Scheduleissued (and, to the Knowledge knowledge of the Company, no employee none of the Company or any Subsidiary of its Subsidiaries is in violation subject to) any judgment, order, decree or finding with respect to the labor or employment practices (including practices relating to discrimination, wage payments, recordkeeping, employment classification and immigration) of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiaryof its Subsidiaries. (c) Except as listed on Schedule 2.19(c), or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by neither the Company or the nor any of its Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not are a party to or to, nor bound by by, the terms of any collective bargaining agreement or any other agreement with a any labor unionunion or representative of employees. To the knowledge of the Company, during the last five years, neither the Company nor any of its Subsidiaries have experienced any union organizing or decertification activities, strikes, work stoppage, slowdowns, picketing or other material labor disputes, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees knowledge of the Company into one Company, no such activities or more collective bargaining unitsdisputes are underway or threatened. There is no material grievance, arbitration or other legal proceeding arising out of any collective bargaining agreement or employment relationship pending, or, to the knowledge of the Company, threatened. No petition raising any question concerning representation as to any collective bargaining representative concerning any employee of the Company or any of its Subsidiaries is pending or, to the knowledge of the Company’s knowledge, has been threatened by any labor disputeorganization and no labor union or representative thereof claims to or, strike to the knowledge of the Company, is seeking to represent such employees not currently union represented. (d) Except as listed on Schedule 2.19(d), as of the date of this Agreement, no officer or work stoppage which affects or which may affect the business management employee of the Company or which may interfere any of its Subsidiaries has provided notice of termination of employment or to the knowledge of the Company, expressed his or her intention to terminate employment with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Actsuch of its Subsidiaries, as amendedapplicable. (e) Except as listed on Schedule 2.19(e), and there is are no pending orindividual employment agreements or other agreements, practices, policies, or other representations, whether written or oral, which have been made to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees employee of the Company during the 36 months prior or any of its Subsidiaries that commit Purchaser to retain them as employees for any period of time subsequent to the date hereof. The Closing, or that are, in any way inconsistent with their possible future status with the Purchaser as employees-at-will who may be terminated at any time without cause or notice, except as otherwise provided by law or any applicable collective bargaining agreement. (f) Since January 1, 2010, the Company has complied in all material respects with applicable Lawsnot implemented any employee layoffs that could implicate the Worker Adjustment and Retraining Notification Act or any similar foreign, rules and regulations relating to employment state or local law, regulation or ordinance (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited tocollectively, the Civil Rights Act “WARN Act”). (g) Schedule 2.19(g) identifies the name, job title and original hire date of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements employee of any applicable law to be so classified, and the Company and Subsidiaries have fully its Subsidiaries, in each case, as of February 21, 2013. (h) This Section 2.19 contains the sole and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required exclusive representations and warranties of the Company with respect to do solabor and employment-related matters.

Appears in 1 contract

Samples: Securities Purchase Agreement (Azz Inc)

Employees. Section 3.10(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of Schedule 3.6, there are no, and in the Company Disclosure Schedulepast three (3) years there have been no, pending or, to the Knowledge of the CompanySeller’s Knowledge, no threatened claims, suits, proceedings, or investigations by any current or former employee of the Company Bars Business with respect to his or any Subsidiary her employment, termination of employment, compensation or benefits (other than routine claims for benefits under the Seller Plans in the ordinary course of business). Each Seller has been in compliance in all material respects with all applicable Laws respecting labor and employment and employment practices, including but not limited to terms and condition of employment, worker classification, wages, hours of work, withholding, immigration, and occupational safety and health. No Seller is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiarya party to, or (ii) to a former employer relating to the right of bound by, any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any written labor contract, collective bargaining agreement or any other works council agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor organization, union during or works council, nor is there currently or has there been in the 36 months prior to the date hereof to organize past three (3) years, any employees of the Company into one or more collective bargaining units. There is no pending or, to the CompanySeller’s knowledgeKnowledge, threatened labor disputethreatened, strike union organizational activities or work stoppage which affects or which may affect the business proceedings with respect to employees of the Company Bars Business. Subject to applicable Privacy Laws, Schedule 3.6 sets forth a true, correct and complete list of all employees of the Bars Business, including: (i) name; (ii) title or which may interfere with its continued operationsposition (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) current target commission, bonus or other incentive-based compensation amounts; (vi) classification as exempt versus non-exempt under the Fair Labor Standards Act and similar state Laws; and (vii) the amount of accrued and unused vacation time. Neither To the Company nor extent that any agentinformation is not included due to applicable Privacy Laws, representative or employee thereof has within such information will be provided when permissible, but no later than five (5) days prior to the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amendedClosing Date, and there Schedule 3.6 shall be updated periodically between signing and the Closing Date as reasonably requested by Xxxxx. No labor strike, walkouts, picketing, lockouts, slowdown or stoppage is no pending or, to the CompanySeller’s knowledgeKnowledge, threatened charge or complaint against any Seller with respect to the Company by or Bars Business. Each Seller is, and in the past three (3) years has been, in compliance in all material respects with all Laws relating to the National Labor Relations Board or any representative thereofemployment of labor with respect to the Bars Business. There has been no strike“mass layoff” or “plant closing” as defined by the WARN Act with respect to the Bars Business. All employees of the Bars Business are “at will”. Without limiting the foregoing, walkout or work stoppage or threat thereof involving any of with respect to the employees of the Company during Bars Business, the 36 months prior to the date hereof. The Company has complied Sellers and their respective Affiliates, are in compliance in all material respects with applicable Laws, rules the Immigration Reform and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Control Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA 1986 as amended (and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the all similar requirements of in any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soforeign jurisdiction).

Appears in 1 contract

Samples: Asset Purchase Agreement (Sanfilippo John B & Son Inc)

Employees. Section 3.10(a(a) Neither the Company nor any of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other similar agreement with a any Union that pertains to employees of the Company or any Company Subsidiary. There is no labor unionstrike, material work stoppage, picketing, lockout, material walkout or other organized work interruption pending or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary, and neither the Company or any Company Subsidiary has experienced any such labor strike, material work stoppage, picketing, lockout, material walkout or other organized work interruption during the past three years. There are no Unions representing, purporting to represent and, to the Knowledge of the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize organization campaign is in progress with respect to, any employees of the Company into one or more collective bargaining units. There is no pending orany Company Subsidiary thereof. (b) Since September 30, to the Company’s knowledge2022, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither neither the Company nor any agent, representative Company Subsidiary has engaged in or effectuated any “plant closing” or employee thereof has within the last 36 months committed any unfair labor practice “mass layoff” (in each case, as defined in WARN, or any similar state or local statute, rule or regulation) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the National Labor Relations Act, as amendedCompany nor any Company Subsidiary. (c) The Company and the Company Subsidiaries are in compliance, and there in the past three (3) years have complied, in all material respects, with all applicable Laws relating to employment or employment practice, including terms and conditions of employment, equal employment opportunity, pay equity, wages and hours, occupational health and safety, immigration, discrimination in employment, wrongful discharge, collective bargaining, personal rights or any other labor and employment-related matters. The Company and the Company Subsidiaries have withheld all amounts required by applicable Laws or by Contract to be withheld from the wages, salaries, and other payments to employees, and is not liable for any arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing. The Company and the Company Subsidiaries have paid in full to all Company Service Providers all wages, salaries, commissions, bonuses, benefits and other compensation due to be paid to or on behalf of such Company Service Providers. There are no pending orActions, to the Company’s knowledgesuits, threatened charge claims, investigations or complaint other legal proceedings against the Company nor any Company Subsidiary pending, or to Knowledge of the Company, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the National Labor Relations Board employment of any current or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees former employee of the Company during the 36 months prior nor any Company Subsidiary, including, without limitation, any claim relating to the date hereof. The Company has complied in all material respects with unfair labor practices, employment discrimination, harassment, retaliation, equal pay or any other employment related matter arising under applicable Laws. (d) Neither of Company or the Company Subsidiaries is party to a settlement agreement with a current or former officer, rules and regulations employee or independent contractor of Company or the Company Subsidiaries that involves allegations relating to employment discrimination, harassment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act sexual harassment) or sexual misconduct by any officer of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amendedCompany or any Company Subsidiary. To the Knowledge of the Company’s Knowledge, each service provider classified by in the last five (5) years, no allegations of sexual harassment have been made against any officer of Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soSubsidiary.

Appears in 1 contract

Samples: Merger Agreement (Otonomo Technologies Ltd.)

Employees. Section 3.10(a(a) of the Each Group Company Disclosure Schedule sets forth the name is, and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except has been for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available past three years, in compliance in all material respects with all applicable Laws relating to the Parent a copy of each labor and employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer including those relating to labor relations, immigration and work authorization, health and safety, employment discrimination, sexual harassment, disability rights or benefits, equal opportunity, civil rights, overtime, the right payment of any such social security and similar Taxes, employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The classification, workers’ compensation, unemployment insurance and wage and hour matters. (b) No Group Company is not a party to or bound by any collective bargaining agreement or other Contract with any labor organization or other agreement with representative of any employees of a labor unionGroup Company, andnor is any such Contract presently being negotiated, nor, to the knowledge of the Company’s knowledge, are there has been no effort any union organizing activities involving the employees of any Group Company to authorize representation by any labor union during organization nor has there been any such activities in the 36 months prior past three years. (c) There are no, and for the past three years there have been no, strikes, work stoppages, slowdowns, lockouts, walkouts, unfair labor practice charges or complaints or other material labor disputes, arbitrations or grievances pending or threatened against or, to the date hereof to organize knowledge of the Company, involving any employees of the Group Companies or the Group Companies. (d) Each Group Company into one has paid in all material respects all wages, salaries, wage premiums, commissions, bonuses, expense reimbursements, severance, and other compensation that has come due and payable to its current and former employees. Except as would not result in material liability to the Group Companies, each individual who has provided services to any Group Company within the past three years and who was classified and treated as an independent contractor or more collective bargaining units. There is consultant was properly classified and treated as such for purposes of applicable Law. (e) No Group Company has implemented any plant closing or layoff of employees that would trigger notice obligations under the WARN Act, nor are any such actions currently planned, contemplated, or announced. (f) In the past three years, no pending Group Company has received any written or, to the knowledge of the Company, oral communication of the intent of any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting any Group Company and no such investigation is in progress. (g) In the past three years, no allegations of sexual harassment or misconduct or workplace discrimination or harassment (including based on race, ethnicity or gender) have been made against any of the Group Companies or any current or former officer, director or supervisory-level employee thereof through the Company’s knowledge, threatened labor dispute, strike Human Resources department or work stoppage which affects other prescribed reporting procedure or which may affect otherwise to the business knowledge of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amendedCompany, and there is no pending ornone of the Group Companies nor, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any knowledge of the employees Company, any current or former employee, officer or director thereof has entered into any settlement agreement related to allegations of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment sexual harassment or misconduct or workplace discrimination or harassment (including all employee verification requirements under immigration lawsbased on race, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified ethnicity or gender) by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements any such Person in respect of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soGroup Company.

Appears in 1 contract

Samples: Equity Purchase and Merger Agreement (Roper Technologies Inc)

Employees. Section 3.10(a(a) Each Group Company is in material compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment or misconduct, civil rights, affirmative action, work authorization, immigration, safety and health, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of the Company Disclosure Schedule sets forth the name and current rate Taxes. There has not been since January 1, 2019 any action relating to, or any allegation of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15or relating to, 2009 as well as sets forth if sex-based discrimination, sexual harassment or sexual misconduct, in each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the case involving any Group Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) other current or former employee, officer or director of the Company Disclosure Schedule. The Company any Group Company, nor has made available to the Parent a copy of each employmentthere been since January 1, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule2019, to the Knowledge knowledge of the CompanySeller, no employee of the Company any settlements or similar out-of-court or pre-litigation agreements relating to any Subsidiary is in violation of any term of any patent disclosure agreementsuch matters, non-competition agreement or any restrictive covenant (i) nor to the Company or any Subsidiary, or (ii) to a former employer relating to the right knowledge of Seller has any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The action been threatened. (b) No Group Company is not a party to or bound by any collective bargaining agreement or other Contract with any labor organization or other agreement with representative of any employees of a labor unionGroup Company, andnor is any such Contract presently being negotiated, nor, to the Company’s knowledgeknowledge of Seller, are there has been no effort any union organizing activities involving the employees of any Group Company to authorize representation by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining unitsorganization. There is are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes, pending or, to the Company’s knowledgeknowledge of Seller, threatened labor dispute, strike against or work stoppage which affects or which may affect the business involving any employees of the Company Group Companies or which may interfere with its continued operationsthe Group Companies. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any There are no unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no complaints pending or, to the Company’s knowledgeknowledge of Seller, threatened charge or complaint against the any Group Company by or with before the National Labor Relations Board or any representative thereofother Governmental Authority. (c) No employee layoff, furlough, facility closure or shutdown, reduction-in-force or reduction in salary or wages affecting any employee of the Group Companies has occurred since January 1, 2019 or is currently contemplated, planned or announced, including without limitation as a result of COVID-19 or any applicable Law, Order or directive by any Governmental Entity in connection with or in response to COVID-19. There Each Group Company has not otherwise experienced any material employment-related liability with respect to COVID-19. (d) Each Group Company is, and has been since January 1, 2019, in compliance with the Worker Adjustment and Retraining Notification Act and any comparable foreign, state or local law, and has no strikeliabilities or other obligations thereunder. (e) Schedule 3.19(e) sets forth a list of all employees, walkout or work stoppage or threat thereof involving any individual independent contractors and officers of the employees Group Companies. For each employee and officer, Schedule 3.19(e) includes the following information (on an anonymized basis if so required by applicable Law): (i) name or identification number, (ii) title or job/position, (iii) location of employment, (iv) employing entity, (v) employment status (active or on leave or furlough), (vi) date of hire, (vii) status as full- or part-time, (viii) accrued and unused paid time off, and (ix) annual base salary or wage rate, target bonus, commission or incentive compensation opportunity. For each individual independent contractor, Schedule 3.19(e) includes the Company during the 36 months following information (on an anonymized basis if so required by applicable Law): (i) name, (ii) duties and (iii) rate of compensation. Ten (10) days prior to the date hereof. The Company has complied in all material respects Closing Date, Seller shall provide Buyer with applicable Laws, rules a true and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act complete revised version of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, Schedule 3.19(e) updated as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do sodate.

Appears in 1 contract

Samples: Stock Purchase Agreement (Taboola.com Ltd.)

Employees. (a) Section 3.10(a2.8(a) of the Company Disclosure Schedule sets forth the name following information (to the extent applicable) as of the date of this Agreement with respect to each Key Employee: (x) name, job title, current compensation paid or payable, (y) salary and current rate bonus received or payable with respect to services rendered during the fiscal year ended December 31, 2010, and (z) any sick and vacation leave and accrued paid-time off that is accrued but unused. There is no collective bargaining agreement in effect between the Company or any of compensation the Acquired Entities or Center Entities and any labor unions or organizations representing any of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each or any of the Employees Acquired Entities or Center Entities. Since January 1, 2009, neither the Company nor any of the Acquired Entities or Center Entities has experienced any organized slowdown, strike or work stoppage by its employees, and, to the Knowledge of the Company, there is subject to an employment agreementno strike, non-competition agreement and/or non-solicitation agreements in favor of dispute with a labor union or union organization activity pending or threatened against the Company or Subsidiariesany of the Acquired Entities or Center Entities. There All individuals who are no accrued and unpaid vacation and sick pay for any Employees except performing consulting or other services for the accruals Company or any Acquired Entity or Center Entity are correctly classified as either “independent contractors,” or “employees,” as the case may be. (b) Except as set forth on in Section 3.10(a2.8(b) of the Company Disclosure Schedule. The Company has made available to , the Parent a copy employment of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiariesthe Acquired Entities and Center Entities is terminable at the will of the Company or the Acquired Entities or Center Entities, and neither the Company nor any of the Acquired Entities or Center Entities is a party to any bonus, employment, non-competition or severance contract or similar agreement with any current or former employee of the Company or the Acquired Entities or Center Entities pursuant to which the Company or such Acquired Entities or Center Entities currently has or may in the future have any obligation. Except as set forth on in Section 3.09 2.8(b) of the Company Disclosure Schedules, neither the Company nor any of the Acquired Entities or Center Entities has any obligation to pay any bonuses or pay or award any compensation or other rights to payment (or contingent payment) contingent upon, triggered by or coincident with the consummation of the transactions contemplated by this Agreement to any Person. Except as set forth in Section 2.8(b) of the Company Disclosure Schedule, to the Knowledge of the Company as of the date hereof, no Key Employee as of the date hereof intends to terminate his or her employment with the Company or any Acquired Entity or Center Entity within the one (1) year following the Closing Date. To the Knowledge of the Company, no employee of the Company or any Subsidiary of the Acquired Entities or Center Entities is in violation of a party to, or is otherwise bound by, any term of any patent disclosure agreementconfidentiality, non-competition competition, non-solicitation, proprietary rights or similar agreement or with any restrictive covenant (i) to Person other than the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because one of the nature of the business conducted by the Company Acquired Entities or the Subsidiaries or the use of trade secrets or proprietary information of others. Center Entities. (c) The Company is and the Acquired Entities and Center Entities are and since January 1, 2008, have been, in compliance in all material respects with all applicable Legal Requirements regarding employment and employment practices, terms and conditions of employment, wages and hours, anti-discrimination and occupational health and safety, including but not a party limited to or bound by any collective bargaining agreement or any other agreement with a laws concerning unfair labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has practices within the last 36 months committed any unfair labor practice as defined in meaning of Section 8 of the National Labor Relations Act, as amended, and there the employment of non-residents under the Immigration Reform and Control Act of 1986, as amended. There is no pending or, to the Company’s knowledge, threatened charge unfair labor practice claim or complaint against the Company proceeding brought by or with the National Labor Relations Board on behalf of any employee or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees former employee of the Company during or the 36 months prior to Acquired Entities or Center Entities under the date hereof. The Company has complied in all material respects with applicable LawsFair Labor Standards Act, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave ActAct or any other Legal Requirement pending or, COBRA and to the Americans with Disabilities Act, as amended. To Knowledge of the Company’s Knowledge, each service provider classified by threatened, against the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements Acquired Entities or Center Entities. There are no pending Proceedings brought against the Company or the Acquired Entities or Center Entities by or on behalf of any applicable law to be so classifiedemployee or former employee of the Company or the Acquired Entities or Center Entities seeking benefits under the workers’ compensation laws of any jurisdiction other than claims which, in the aggregate, are not materially greater than historic experience. The Company and the Company Acquired Entities and Subsidiaries Center Entities have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do sonot taken any action that would constitute a “Mass Layoff” under the WARN Act or any similar state or local Legal Requirement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amsurg Corp)

Employees. Section 3.10(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedulein Schedule 3.8, to at no time since January 1, 2003 has there been any pending or, To the Knowledge of the CompanyCommunications, no threatened controversies or claims by any employee or former employee of the Company any of Communications or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement its Subsidiaries with respect to his or her employment or any restrictive covenant (i) to benefits incident thereto. To the Company or Knowledge of Communications, neither Communications nor any Subsidiaryof its Subsidiaries is currently under review, audit, investigation, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company prosecution by or subject to any order, consent decree, or conciliation agreement from any federal, state, or local governmental agency with the National Labor Relations Board respect to any employment or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunitieslabor practices, including but not limited to, the Civil Rights Act U.S. Department of 1964Labor, the Fair Labor Standards ActU.S. Office of Federal Contract Compliance, the Family Medical Leave ActNational Labor Relations Board, COBRA the U.S. Occupational Safety and Health Administration, or the Americans with Disabilities Act, as amendedstate or local counterparts. To the Company’s KnowledgeKnowledge of Communications, Communications and each service provider classified of its Subsidiaries has attempted to comply in good faith with all applicable federal, state, and local labor and employment laws, including laws regulating wage and hour practices and prohibiting discrimination in the terms and conditions of employment. Neither Communications nor any of its Subsidiaries is a party to any collective bargaining agreement or employee grievance procedure or dispute resolution mechanism nor, To the Knowledge of Communications, is there pending or underway any union organizational activities or proceedings with respect to employees of Communications or any of its Subsidiaries. Schedule 3.8 includes a complete list of all manager level or above employees and all employees of Communications or any of its Subsidiaries who received total salary (including bonus) of at least Fifty Thousand Dollars ($50,000) during calendar year 2005. There is no labor strike, slowdown or stoppage pending or, To the Knowledge of Communications, threatened against Communications or any of its Subsidiaries. Except as disclosed in Schedule 3.15(a), To the Knowledge of Communications, no employee or former employee of Communications or any of its Subsidiaries has any employment, change in control, or similar agreement with Communications or any of its Subsidiaries that would affect or be affected by the Company Merger. Except as disclosed in Schedule 3.15(a), To the Knowledge of Communications, no employee or a Subsidiary as an independent contractor satisfies and has satisfied the requirements former employee is subject to any employment agreement, non-disclosure agreement, non-solicitation agreement, non-competition agreement, or invention assignment agreement with another Person that is in any way inconsistent with such employee’s or former employee’s employment with Communications or any of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soits Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Otelco Inc.)

Employees. Section 3.10(a) Neither GLAS nor any of the Company Disclosure Schedule sets forth the name and current rate of compensation of the its employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreementany confidentiality, non-competition or labor agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are collective bargaining agreement; no accrued and unpaid vacation and sick pay petition for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available certification or union election is pending with respect to the Parent a copy employees of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure ScheduleGLAS, to the Knowledge knowledge of the CompanyGLAS, Holding or Americas; no employee of the Company union or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement collective bargaining representative has sought such certification or any restrictive covenant (i) recognition with respect to the Company or employees of GLAS at any Subsidiary, or (ii) to a former employer relating to time during the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, past three years; and, to the Company’s knowledgeknowledge of Holding, Americas and GLAS, there has been no effort by agreement or commitment to do or enter into any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining unitsforegoing. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects labor disturbance pending or which may affect the business of the Company or which may interfere with its continued operationsthreatened against GLAS nor is any grievance currently being asserted. Neither the Company nor any agentGLAS is not currently engaging, representative or employee thereof and has within the last 36 months committed not engaged, in any unfair labor practice as defined in the National Labor Relations Act, as amended, and there practice. There is no pending or, to the Company’s knowledge, threatened unfair labor practice charge or complaint against the Company by or with GLAS pending before the National Labor Relations Board or any representative thereofother domestic or foreign governmental agency and, to the knowledge of Holding, Americas or GLAS, there are no facts or information that could give rise thereto. There Except as set forth on SCHEDULE 6.25, GLAS has been no strikenot entered into any written or oral employment agreement or become obligated under any other document, walkout policy or practice which gives to any person a right to employment for a fixed term or compensation in a fixed amount, including severance payments. SCHEDULE 6.25 also includes accurate and complete copies of all written and detailed descriptions of all oral employment arrangements disclosed on such Schedule. To the knowledge of Holding, Americas and GLAS, all of GLAS's employees required to be authorized by the United States Immigration and Naturalization Service to work stoppage or threat thereof involving any in the United States are so authorized, and GLAS has made a good faith effort to comply with all verification requirements of the United States Immigration and Naturalization Service with respect to such authorization to work in the United States. GLAS is neither in breach of, nor has taken any action which would constitute a breach of, any oral or written agreements or understandings respecting employment. All obligations of GLAS, whether arising by operation of law, by contract, by past custom or practice or otherwise, with respect to salaries, vacation pay, holiday pay, bonuses and other forms of compensation which were payable to its officers, directors or employees as of the Company during the 36 months prior to date hereof (including all required and due taxes, insurance and withholding thereon) have been paid as of the date hereof. The Company GLAS's relationship with its employees is good, and, as of the date hereof, none of Holding, Americas and GLAS has complied in all received any information which would lead it to believe that a material respects number of GLAS's employees will or may cease to be employees of GLAS prior to the Closing. GLAS has received no written notice of any investigation of any federal, state or local agency responsible for the enforcement of labor or employment laws to conduct an investigation with applicable Laws, rules and regulations respect to or relating to GLAS that could be reasonably expected to have a material adverse effect on the GLAS Assets or the GLAS Business and no such investigation is known to be in progress. GLAS is in compliance with all applicable laws respecting employment (including all employee verification requirements under immigration lawsand employment practices, civil rights terms and equal conditions of employment opportunities, including but and wages and hours except for such failures to be in compliance as would not limited to, reasonably be expected to have a material advere effect on the Civil Rights Act GLAS Business. There have been no resignations or terminations of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements employment of any applicable law to be so classifiedof GLAS's key officers or employees nor does GLAS, and Americas or Holding know of any pending or threatened resignations or terminations of employees that would have a material adverse effect on the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soGLAS Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Geologistics Corp)

Employees. Section 3.10(a(a) A true, correct and complete schedule of the Company Disclosure Schedule sets forth the name and current rate of compensation of the all employees of the Company Company, including job title, Compensation level and its Subsidiaries (“Employees”) as of August 15location, 2009 as well as sets forth if each of the Employees is subject has been provided to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and SubsidiariesParent. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the CompanySchedule 2.19(a)(i), no employee of the Company or any Subsidiary within the last three years is in violation of any term of any patent disclosure agreement, bound by a non-competition agreement Contractual Obligation with the Company. (b) Except as disclosed on Schedule 2.19(b)(i), there are no work slowdowns, lockouts, stoppages, picketings, strikes, or any restrictive covenant similar labor activities pending, or to Company’s Knowledge, threatened between the Company, on the one hand, and its employees, on the other hand. Except as disclosed on Schedule 2.19(b)(ii), (i) to no employee of the Company is represented by a labor union, association or any Subsidiaryrepresentative body in connection with such employee’s employment with the Company, or (ii) to the Company is not a former employer relating party to, or otherwise subject to, any collective bargaining agreement or other labor union, association or representative body Contractual Obligation, (iii) during the past three years there have been no strikes, slowdowns, work stoppages, disputes, lockouts, or similar labor activities, or to the right of Company’s Knowledge, threats thereof, by or with respect to any such employee to be employed because employees of the nature Company, (iv) no petition has been filed or proceedings instituted by an employee or group of employees of the business conducted by Company with any labor relations board seeking recognition of a bargaining representative and (v) there is no organizational effort currently being made or, to Company’s Knowledge, threatened by, or on behalf of, any labor union, association or representative body to organize employees of the Company and no demand for recognition of employees of the Company has been made by, or the Subsidiaries on behalf of, any labor union, association, representative body, or the use of trade secrets or proprietary information of othersother Governmental Authority. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Governmental Order relating to employees or bound by employment practices. The Company is in compliance in all material respects with applicable Legal Requirements and Contractual Obligations to which the Company is a party relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Fair Labor Standards Act and the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement agreement, by Legal Requirement or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” (as those terms are defined in WARN) that required compliance with the notice requirement under WARN, or implemented any early retirement, separation or window program within the past five (5) years nor has the Company planned or announced any such action or program for the future. No executive officer or key employee has notified the Company of his or her intention to resign or retire as a result of the Contemplated Transactions or otherwise. (c) The Company is not delinquent by more than three (3) Business Days in payments to any of its (a) employees for any earned but unpaid wages, salaries, overtime pay, commissions, bonuses, or any other agreement with earned but unpaid Compensation or as otherwise required by Legal Requirement or (b) consultants for earned, accrued but unpaid fees for any services arising under any Contractual Obligation to which the Company is a labor union, and, to party or as otherwise required by Legal Requirement. To the Company’s knowledgeKnowledge, there has been no effort none of the Company’s employment policies or practices is currently being audited or investigated by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining unitsGovernmental Authority. There is no pending or, to the Company’s knowledgeKnowledge, threatened labor disputeAction, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in charge, or other charge or inquiry against the National Labor Relations ActCompany brought by or on behalf of any employee, as amendedprospective employee, and there is no pending orformer employee, to retiree, labor organization or other representative of the Company’s knowledgeemployees, threatened charge or complaint against the Company other individual or any Governmental Authority with respect to employment practices brought by or with the National Labor Relations Board or before any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment Governmental Authority. (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. d) To the Company’s Knowledge, each service provider classified by (i) no employee, officer, director, or contractor of the Company is subject to any Contractual Obligation or Legal Requirement that would interfere with such employee’s, officer’s, director’s, or contractor’s employment with the Company or a Subsidiary as an independent contractor satisfies performance of services to the Company or otherwise interfere with the Business and (ii) the conduct of the Business has satisfied the requirements of any applicable law to be so classifiednot, and the consummation of the Contemplated Transactions will not, result in a material breach of the terms, conditions or provisions, or constitute a default under any Contractual Obligation under which any employee, officer, contractor or consultant of the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do sois obligated with the Company.

Appears in 1 contract

Samples: Merger Agreement (Opko Health, Inc.)

Employees. Section 3.10(a4.19.1 There is no, nor has there been at any time during the last five (5) of the Company Disclosure Schedule sets forth the name and current rate of compensation of years: (a) collective bargaining agreement or any other agreement, whether in writing or otherwise, with any labor organization, union, group or association applicable to the employees of the Company and Parent or any of its Subsidiaries Subsidiaries; (“Employees”b) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Scheduleunfair labor practice complaint pending or, to the Knowledge of Parent, threatened against Parent or its Subsidiaries before the CompanyNational Labor Relations Board or any other federal, state local or foreign agency; (c) pending or, to the Knowledge of Parent, threatened or affecting Parent or its Subsidiaries, strike, slow-down, work stoppage, lockout or other collective labor Action or dispute by or with respect to any employees of Parent or any of its Subsidiaries; or (d) pending or, to the Knowledge of Parent, threatened representation question or union or labor organizing activities with respect to employees of Parent or any of its Subsidiaries nor is Parent or its Subsidiaries subject to any legal duty to bargain with any labor organization on behalf of any employee of Parent or its Subsidiaries. Section 4.19.2 During the past three years, neither Parent nor any of its Subsidiaries have effectuated (i) a "plant closing" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or its Subsidiaries; or (ii) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of Parent or its Subsidiaries; nor has Parent or its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law. The employees of Parent or its Subsidiaries have not suffered an "employment loss" (as defined in the WARN Act) since three months prior to, and including the date of the Initial Merger Agreement. Section 4.19.3 Parent and its Subsidiaries do not, formally or informally, have a custom or practice of paying ex-xxxxxx xxxxxxxxx payments to employees. Section 4.19.4 Each of Parent and each of its Subsidiaries is in compliance in all material respects with all applicable Laws respecting labor, employment, payment and termination of labor, fair employment practices, terms and conditions of employment, workers' compensation, nondiscrimination, immigration, benefits, collective bargaining, occupational safety, plant closings, wages and hours and the payment of social security and similar taxes. To the Parent's Knowledge, no employee present or former employee, director, consultant or officer of the Company Parent or any Subsidiary of its Subsidiaries is in any material respect in violation of any term of any patent employment contract, non-disclosure agreement, non-competition agreement agreement, or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed by Parent or such Subsidiary because of the nature of the business conducted or presently proposed to be conducted by the Company it or the Subsidiaries or to the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do so.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digital Generation Systems Inc)

Employees. Section 3.10(a(a) Except as set forth on the attached “Employees Schedule,” since January 1, 2015, no member of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15Group has experienced any union organization attempts, 2009 as well as sets forth if each of the Employees is subject labor strike, material labor disputes or material work stoppage or material slowdowns due to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiarieslabor disagreements. Except as set forth on Section 3.09 the attached “Employees Schedule,” no member of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary Group is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other similar agreement with a labor union, and, to union or other labor organization. No employee or other service provider of the Company’s knowledge, there has been no effort Company Group is represented by any labor union during the 36 months prior union, labor organization, works council or any other employee representative body with respect to his or her services to the date hereof Company Group. The Company Group is, and since January 1, 2015 has been, in compliance in all material respects with all statutes, laws, ordinances, codes, rules, regulations and requirements of any Governmental Authority pertaining to organize any employees employment and employment practices (including those related to wages, hours, equal employment opportunity, independent contractors, employee classifications, immigration, workplace safety, withholding of the Company into one or more collective bargaining units. payroll taxes, and anti-discrimination). (b) There is are no pending or, to the Company’s knowledgeKnowledge, threatened labor disputeLabor Claims against the Company Group. There is no proceeding pending before, strike or work stoppage which affects compliance review being conducted by, the U.S. Office of Contract Compliance Programs, the Wage and Hour Division of the U.S. Department of Labor (the “DOL”) or which may affect any other office of the business DOL or any other Governmental Authority relating to any employees or other service providers of the Company Group and no such proceeding or compliance review has occurred within the past three (3) years. The Company Group is not bound by (i) any consent decree or similar arrangement relating to employment decisions or relations with employees, independent contractors or applicants for employment or (ii) any settlement agreement under which may interfere with its continued operations. Neither it has a material outstanding liability. (c) Except as would not result in any material liabilities for the Company nor Group, the Company Group is not liable for any agentunpaid wages, representative bonuses, or employee thereof commissions (other than those not yet due) or any Tax, penalty, assessment, or forfeiture for failure to comply with any of the foregoing. (d) The Company Group is, and during the past three (3) years has within been, in compliance with the last 36 months committed any unfair labor practice as defined terms and provisions of the Immigration Reform and Control Act of 1986 (“Immigration Laws”), and the rules and regulations promulgated thereunder. At no point in the National Labor Relations Actpast three (3) years has the Company Group been the subject of any inspection or investigation relating to its compliance with the Immigration Laws, as amendednor has it been warned, and there fined or otherwise penalized by reason of any failure to comply with the Immigration Laws, nor is no any such proceeding pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees members of the Company during the 36 months prior Group, to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by threatened. (e) The Company Group has not incurred, nor has it taken any actions that would reasonably be expected to result in, any liability or obligation with respect to (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification (WARN) Act Pub. L. 100-379, 102 stat. 890 (1988) (the “WARN Act”)) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any Affiliate; or (ii) a Subsidiary “mass layoff” (as an independent contractor satisfies and has satisfied defined in the requirements WARN Act) affecting any site of any applicable law to be so classified, and employment or facility of the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required Group, in each case, which remains unsatisfied. (f) No member of the Company Group is subject to do soany obligation to inform or consult with any employee or other service provider, labor union, labor organization, works council or any other employee representative body in connection with this Agreement, the arrangements proposed in this Agreement and/or the Closing (whether pursuant to law or contract). No Outdoors Employee or employee or other service provider of the Company Group or its Affiliates shall be entitled to a transfer of his or her employment or service to, or continued employment with, Purchaser or its Affiliates (including the Company Group) in connection with the transactions contemplated by this Agreement and/or the Closing, whether pursuant to the Acquired Rights Directive (2001/23/EC) or otherwise.

Appears in 1 contract

Samples: Stock Purchase and Merger Agreement (Global Payments Inc)

Employees. Section 3.10(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to To the Knowledge of Morgan and the Companydirectors and officers (and employees with responsibxxxxx for employment matters) of each of AVIX and the Related Companies, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreementexecutive, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiarykey employee, or (ii) group of employees has any plans to a former employer relating to the right terminate employment with any of any such employee to be employed because of the nature of the business conducted by the Company AVIX or the Subsidiaries Related Companies. None of AVIX or the use of trade secrets or proprietary information of others. The Company is not a party Related Companies are parties to or bound by any collective bargaining agreement agreement, nor have any of AVIX or the Related Companies experienced any strikes, grievances, claims of unfair labor practices, or other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining unitsdisputes. There is no pending or, to None of AVIX or the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months Related Companies have committed any unfair labor practice as defined in practice. Morgan and the National Labor Relations Actdirectors and officers (and employees with responsibxxxxx for employment matters) of each of AVIX and the Related Companies do not have any Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of AVIX and the Related Companies. Each of AVIX and the Related Companies has either paid (or reserved for amounts accruing but not yet due and payable with respect to) its employees all wages, as amendedcommissions and accruals for vacation, personal days and sick leave owing through the Closing Date. The consummation of the transactions contemplated hereby will not cause any of AVIX or the Related Companies to incur or suffer any liability relating to, or obligation to pay, any severance, termination or other payment to any person or entity, and there is no pending orany such claim made against AVIX, to the Company’s knowledgeRelated Companies, threatened charge or complaint against USA Digital and/or the Company for reason of any termination or separation of any employee of AVIX or the Related Companies on or before Closing, or otherwise resulting from the Merger, shall be the sole responsibility of Morgan. Except as set forth in SCHEDULE 3.1(U), no employee of AVIX xx xxe Related Companies has any contractual right to continued employment by AVIX or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any Related Companies following the consummation of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable LawsMerger, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, USA Digital and the Company shall be free to terminate or continue the employment of such employees of AVIX and Subsidiaries have fully the Related Companies as USA Digital and accurately reported the Company may determine and on such independent contractors’ compensation on IRS Forms 1099 when terms and conditions as USA Digital and the Company may determine. Set forth in SCHEDULE 3.1(U) is an accurate and complete list of all employees employed by AVIX and the Related Companies showing as to each the nature of the employee's job, years of service, the amount or rate of compensation, any earned vacation, any defined contribution employee benefit plan, pension plan, 401(k) plan, and medical or dental insurance benefits due the employee and other matters which may be reasonably required to do so.by USA Digital and the Company

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usa Digital Inc)

Employees. Section 3.10(a(a) No Employee is a member of, represented by or otherwise subject to a labor union or other similar organization or a collective bargaining agreement or other similar agreement with any labor union or organization, or work rules or practices agreed to with any labor organization, in each case with respect to such Employee’s employment by Seller or any of its Affiliates. To the Company Disclosure Schedule sets forth the name and current rate knowledge of compensation of the employees of the Seller, there has been no union organizing activity with respect to Employees since January 1, 2010. (b) The Company and its Subsidiaries (“Employees”have no employees. Section 4.15(b) of the Disclosure Schedules sets forth a list, as of August 15the date hereof, 2009 of all Employees who are available for hire by Buyer in connection with the transactions contemplated hereby, including for each such Employee his or her name, title or position, employment status, base salary or hourly rate (as well as sets forth applicable), 2010 year-end bonus, date of hire (and adjusted date of hire, if applicable) for determining years of service, and leave status (and, for any Employee currently on leave, the expected date of his or her return to work); each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of such Employee works primarily for the Company or its Subsidiaries. There are no accrued and unpaid vacation and sick pay for Neither Seller nor any Employees except for Affiliate of Seller has agreed to increase or change the accruals amount or terms of any item of base salary or hourly rate (as applicable) or annual year-end bonus set forth or required to be set forth on Section 3.10(a4.15(b) of the Company Disclosure Schedule. The Company has made available to Schedules for any Employee other than in the Parent a copy ordinary course of each employmentbusiness consistent with past practice. (c) Since January 1, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company2010, no employee of unfair labor practice complaint or material labor or employment-related charge or complaint has been brought against the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement before the National Labor Relations Board or any restrictive covenant (i) other Governmental Authority, no such charges or complaints are pending or unresolved, and, to Seller’s knowledge, no such charges or complaints are threatened. Since January 1, 2010, there has been no work stoppage, strike or other material labor dispute by or with the Employees or any other employees of Seller or its Affiliates who provide services to the Company or any Subsidiary, or (ii) nor, to a former employer relating Seller’s knowledge, is any such dispute threatened. Since January 1, 2010, with respect to the right Employees and the other employees of any such employee Seller and its Affiliates who provide services to be employed because of the nature of the business conducted by the Company or any Subsidiary, Seller and its Affiliates have complied with all Applicable Laws relating to employment, equal employment opportunity, nondiscrimination, wages, hours, benefits, the Subsidiaries or the use payment of trade secrets or proprietary information of others. The Company is Social Security and similar taxes, and occupational safety and health, except as would not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, be material to the Company’s knowledgeCompany and its Subsidiaries, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operationstaken as a whole. Neither the Company nor any agentSubsidiary is liable for the payment of material compensation, representative damages, taxes, fines, penalties or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Actother amounts, however designated, as amended, a result of Seller’s and there is no pending or, its Affiliates’ failure to the Company’s knowledge, threatened charge or complaint against the Company by or comply with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable such Applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do so.

Appears in 1 contract

Samples: Purchase Agreement (Energy Transfer Partners, L.P.)

Employees. Except as set forth in Section 3.10(a4.9(a) of the Company Disclosure Schedule sets forth Letter, there are no, and in the name and current rate past two (2) years there have been no, pending, or to the Company’s Knowledge, threatened controversies, grievances, charges, lawsuits or claims by any employee or former employee of compensation any of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject Acquired Companies with respect to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company his or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each her employment, consulting termination of employment or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an any employee or service provider of the Company and Subsidiariesbenefits. Except as set forth on in Section 3.09 4.9(b) of the Company Disclosure ScheduleLetter, to the Knowledge none of the Company, no employee of the Company or any Subsidiary Acquired Companies is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or presently negotiating any other collective bargaining agreement nor is there pending or underway any union organizational activities or proceedings with a labor unionrespect to employees of any of the Acquired Companies, and, to the Company’s knowledgeKnowledge, there has have not been no effort by any labor union during organizational activities or proceedings within the 36 months prior to the date hereof to organize any employees past three (3) years. Except as set forth in Section 4.9(c) of the Company into one or more collective bargaining units. There Disclosure Letter, there is no labor strike, slowdown, lockout or stoppage pending or, to the Company’s knowledgeKnowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees Acquired Companies, nor has there been any such action within the past three (3) years. Except as set forth in Section 4.9(d) of the Company during Disclosure Letter, the 36 months prior to the date hereof. The Company has complied Acquired Companies are in material compliance with all material respects with applicable Laws, rules and regulations Laws relating to employment, employment (including all employee verification requirements under immigration lawspractices, civil rights employment eligibility, compensation, benefits, hours, terms and equal employment opportunitiesconditions of employment, and the termination of employment, including but not limited toto any obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988, the Civil Rights Act proper classification of 1964employees as exempt or non-exempt from overtime pay requirements, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA provision of required meal and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classifiedrest breaks, and the proper classification of individuals as contractors or employees and are not liable for any arrears of wages, taxes or penalties for failure to comply with any of the foregoing. None of the Acquired Companies is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices, and there are no investigations, audits or similar proceedings against the any Acquired Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soalleging breach or violation of any labor or employment law.

Appears in 1 contract

Samples: Merger Agreement (HASCO Medical, Inc.)

Employees. Section 3.10(a(a) of During the Company Disclosure Schedule sets forth the name last three (3) years, (i) Brincko has not been a party to any collective bargaining agreements and current rate of compensation of the there have been no labor unions, employee associations or other organizations representing any employees of the Company and its Subsidiaries Brincko; (“Employees”ii) as of August 15there have been no labor unions, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company employee associations or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Scheduleother organizations that have filed or, to the Knowledge of the Company, no employee of the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledgeBrincko, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or file a petition with the National Labor Relations Board or any other Government Entity seeking certification as the collective bargaining representative thereof. There of any employee of Brincko; (iii) no labor union, employee association or organization has been no engaged in or, to the Knowledge of Brincko, threatened to engage in any organizing activity with respect to any employee of Brincko; and (iv) there has not been, there is not presently pending or existing, and there is not threatened, any (A) strike, walkout lockout, slowdown, picketing, or work stoppage with respect to the employees of Brincko; or threat thereof involving (B) any unfair labor practice charge against Brincko. (b) During the last three (3) years, Brincko has not been a party to any Action, or received written notice of any claim or threatened Action, in which Brincko was, or is, alleged to have violated any agreement or Legal Requirement relating to employment, equal opportunity, discrimination, retaliation, harassment, immigration, wages, hours, unpaid compensation, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, engagement of independent contractors and/or privacy rights of employees. (c) During the last three (3) years, Brincko has not effectuated with respect to employees of Brincko (i) a “plant closing” (as defined in the WARN Act (or any similar state, local or foreign Legal Requirement)) affecting any site of employment or one (1) or more facilities or operating units within any site of employment or facility of Brincko; (ii) a “mass layoff” (as defined in the WARN Act (or any similar state, local or foreign Legal Requirement)) affecting any site of employment or facility of Brincko; or (iii) a “relocation” (as defined in the WARN Act (or any similar state, local or foreign Legal Requirement)) affecting any site of employment or facility of Brincko. (d) With respect to each current and former employee and independent contractor of Brincko, during the prior three (3) years, Brincko: (i) has withheld and reported all material amounts required by Legal Requirement or by agreement to be withheld and reported with respect to wages, salaries and other payments; (ii) has no outstanding material Liability, or to the Knowledge of Brincko, any potential material Liability, for any arrears of wages, severance pay or any penalty relating thereto for failure to comply with any of the foregoing; and (iii) has no outstanding material Liability, or to the Knowledge of Brincko, any potential material Liability with respect to any misclassification of any Person as (A) an independent contractor rather than as an employee, or with respect to any employee leased from another employer; or (B) an employee exempt from overtime or minimum wage Legal Requirements. (e) Brincko is not party to any contract, agreement, or arrangement with any employee or independent contractor of Brincko that (i) restricts Brincko’s right to terminate the employment with respect to any employee, or the engagement with respect to any independent contractor, without cause or without a specified notice period; or (ii) obligates Brincko to pay severance to any employee or independent contractor upon termination of such employee’s employment or independent contractor’s engagement; or (iii) obligates Brincko to pay a bonus or other amount upon a change in control and/or the consummation of the transactions contemplated by this Agreement. (f) Brincko has provided a true, complete and accurate list of all employees of Brincko, and for each such employee: (i) job position; (ii) job location; (iii) classification as full-time, part-time or seasonal; (iv) classification as exempt or non-exempt under applicable state or federal overtime regulations; (v) hourly rate of compensation or base salary (as applicable); (vi) total 2007 and 2008 compensation; (vii) target incentive compensation for 2009 (commission and/or bonus, as applicable); (viii) accrued but unused vacation and paid time off; (ix) visa type (if any); and (x) the Company during the 36 months prior commencement date of employment. In addition, to the extent any current employees are on leaves of absence, Schedule 4.16(f) indicates the nature of such leave of absence and each such employee’s anticipated date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating of return to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amendedactive employment. To the Company’s KnowledgeKnowledge of Brincko, as of the date of this Agreement, no employee of Brincko has made any threat, or otherwise revealed an intent, to terminate his or her relationship with Brincko for any reason, including because of the consummation of the Transactions. (g) Schedule 4.16(g) sets forth a true, complete and accurate list of all consultants of Brincko, who received in calendar year 2008 or are reasonably anticipated in calendar year 2009 to receive in excess of $100,000 per calendar year, and for each such consultant: (i) job location; (ii) current consulting fee; (iii) any specified notice or severance payments due upon termination; and (iv) consulting term. (h) Except as set forth on Schedule 4.16(g), Brincko is not a party to any agreement for the provision of labor from any outside agency. To the Knowledge of Brincko, each service provider Person who is an independent contractor of any of Brincko is properly classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements for purposes of any applicable law all Legal Requirements related to be so classified, employment and the Company and Subsidiaries have fully and accurately reported such status of independent contractors’ compensation on IRS Forms 1099 when required to do so.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Resources Connection Inc)

Employees. Section 3.10(a(a) of Neither the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or nor any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not has been a party to or bound by any collective bargaining agreement or any other similar agreement with a any labor union, andworks council or association or organization representing any employees or has agreed to recognize any union, to the Company’s knowledgeworks council or other collective bargaining unit. No union, there works council or collective bargaining unit has been no effort by any labor union during certified as representing the 36 months prior to the date hereof to organize any employees of the Company into one or more any Subsidiary. No collective bargaining unitsagreement or similar agreement with any labor union, works council or other collective bargaining unit is currently being negotiated by the Company or any Subsidiary. There is no pending demand for recognition or any other request or demand from a labor union or other collective bargaining unit for representative status with respect to any employee of the Company or any Subsidiary. To the knowledge of the Company and any Subsidiary, there is no labor strike, arbitration, grievance, slowdown, stoppage, organizational effort, dispute or proceeding pending or, to the knowledge of the Company and any Subsidiary, threatened against the Company or any Subsidiary. (b) There are no employment or consulting contracts or arrangements (other than those terminable at will without material liability to the Company) with any employees or consultants of the Company or any Subsidiary other than as described on Schedule 2.20(b). (c) Except as set forth on Schedule 2.20(c), the Company and each Subsidiary are in compliance in all material respects with all Legal Requirements relating to employment and employment practices, occupational safety and health standards, terms and conditions of employment, wages and hours, and classification of workers as employees and independent contractors. Neither the Company nor any Subsidiary is or has engaged in any unfair labor practice. There are no complaints, controversies, lawsuits or other proceedings pending or, to the knowledge of the Company and each Subsidiary, threatened against the Company or any Subsidiary brought by or on behalf of any applicant for employment relating to any Legal Requirement, or alleging breach of any express or implied contract of employment or of any other wrongful or tortious conduct in connection with the employment relationship. There are no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business knowledge of the Company and each Subsidiary, threatened in writing, investigations, audits, complaints or which may interfere proceedings against the Company or any Subsidiary by or before any Governmental Authority, whether domestic or foreign, respecting or involving any applicant for employment, any participant or class of the foregoing or pertaining to the employment practices of the Company and any Subsidiary, including, but not limited to, the classification of workers as employees and independent contractors. (d) The Company and each Subsidiary are and have been in compliance in all material respects with its continued operationsthe WARN Act, and all similar provincial, state or local Legal Requirements. Neither the Company nor any agent, representative or employee thereof Subsidiary has within the last 36 months committed caused any unfair labor practice of their respective employees to suffer an “employment loss” (as defined in the National Labor Relations WARN Act, as amended, and there is no pending or, to the Company’s knowledge, threatened charge ) or complaint against the Company by a mass termination or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of the employees of the Company lay off under provincial Legal Requirements during the 36 months 90-day period prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules of this Agreement. (e) Schedule 2.20(e) sets forth (i) a true and regulations relating to employment (including all correct list of the name and current annual salary of each officer or employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a any Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classifiedwhose annual base salary exceeds $100,000, and (ii) the Company base annual salary, bonus, commissions and Subsidiaries have fully and accurately reported total cash compensation paid to each such independent contractors’ compensation on IRS Forms 1099 when required to do soofficer or employee for the most recent fiscal year.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pernix Therapeutics Holdings, Inc.)

Employees. Section 3.10(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to To the Knowledge of the Company, no employee executive, key employee, or significant group of the employees plans to terminate employment with Company or any Subsidiary of its Subsidiaries during the next 12 months. Neither Company nor any of its Subsidiaries is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement agreement, nor has any of them experienced any strike or material grievance, claim of unfair labor practices, or other collective bargaining dispute within the past 3 years. Neither Company nor any other agreement with a of its Subsidiaries has committed any material unfair labor union, and, to practice. To the Knowledge of Company’s knowledge, there has been are no effort organizational efforts presently being made or threatened by or on behalf of any labor union during the 36 months prior with respect to the date hereof to organize any employees of the Company into one or more any of its Subsidiaries. With respect to this transaction, any notice required under any law or collective bargaining unitsagreement has been given, and all bargaining obligations with any employee representative have been satisfied. There is no pending orWithin the past 3 years, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the neither Company nor any agent, representative of its Subsidiaries has implemented any plant closing or employee thereof has within layoff of employees that could implicate the last 36 months committed any unfair labor practice as defined in the National Labor Relations ActWorker Adjustment and Retraining Notification Act of 1988, as amended, and there is no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereofsimilar foreign, state, or local law, regulation, or ordinance (collectively, the “WARN Act”), and no such action will be implemented without advance notification to Buyer. There Schedule 4(q) sets forth: (i) a complete list of all of Company and its Subsidiaries’ employees, and rates of pay, (ii) a description of any and all fringe benefits and personnel policies, (iii) the employment dates and job titles of each such Person, (iv) categorization of each such Person as a full-time or part-time employee of Company, and (v) whether any such Person has been no strikean employment agreement. Except as set forth on Schedule 4(q), walkout or work stoppage or threat thereof involving none of Company and its Subsidiaries has any employment agreements with its employees and all such employees are employed on an at “at will” basis. All Persons with whom Company has engaged as independent contractors are properly classified as independent contractors for Tax purposes. Notwithstanding any of the employees above provisions of this §4(q), no representation, warranty or disclosure is made or required with respect to any agreement in the Company during the 36 months prior nature of a stay bonus, success fee, severance or similar agreement resulting from or related to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified transactions contemplated by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law to be so classified, and the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do sothis Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Critical Homecare Solutions Holdings, Inc.)

Employees. Section 3.10(a(a) of the Company Disclosure Except as set forth on Schedule sets forth the name and current rate of compensation of the employees of 3.14(a), the Company and its Subsidiaries (“Employees”) as are, and since January 1, 2018 have been, in compliance in all material respects with all applicable Laws relating to the employment of August 15labor, 2009 as well as sets forth if each including discrimination or harassment in employment, sexual harassment, terms and conditions of the Employees is subject to an employment, wages, hours, equal opportunity, collective bargaining, termination of employment, layoffs, immigration compliance, occupational safety and health, employee whistleblowing, employee privacy, employment agreementpractices and classification of employees, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued consultants and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Scheduleindividual independent contractors. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to the Knowledge of the Company, no employee of the Company or any Subsidiary is its Subsidiaries are not engaged in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice practice, as defined in the National Labor Relations Act. There are no charges or complaints pending or, as amendedto the Company's knowledge, threatened against the Company or any of its Subsidiaries before the U.S. Equal Employment Opportunity Commission, National Labor Relations Board or any similar Governmental Body. (b) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining contract that pertains to employees of the Company or any of its Subsidiaries. To the knowledge of the Company, there are no, and since January 1, 2018 there have been no, organizing activities or collective bargaining arrangements involving the Company or any of its Subsidiaries pending or under discussion with any labor organization or group of employees of the Company or any of its Subsidiaries. There is no, and since January 1, 2018 there has been no, material labor dispute, strike, slowdown, work stoppage or lockout pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has breached in any material respect or otherwise failed to comply with the provisions of any collective bargaining or union agreement. There are no pending or, to the knowledge of the Company’s knowledge, threatened charge union grievances or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof union representation questions involving any of the employees of the Company during or any of its Subsidiaries. (c) Since January 1, 2018, the 36 months prior Company and each of its Subsidiaries have withheld and paid to the date hereof. The Company has complied in appropriate Governmental Body or are holding for payment not yet due to such Governmental Body all material respects with applicable Laws, rules and regulations relating amounts required to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act be withheld from employees of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies any of its Subsidiaries and has satisfied the requirements are not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any applicable law Laws relating to be so classifiedthe employment of labor. Since January 1, and 2018, the Company and each of its Subsidiaries have fully paid in full to all their respective employees, or adequately accrued in accordance with GAAP for, all wages, salaries, commissions, bonuses, benefits and accurately reported other compensation due to or on behalf of such independent contractors’ compensation on IRS Forms 1099 when required employees. (d) Neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to do soemployees or employment practices. None of the Company, any of its Subsidiaries or any of its or their officers has received within the past five years any notice of intent by any Governmental Body responsible for the enforcement of labor or employment laws to conduct an investigation relating to the Company or any of its Subsidiaries and, to the knowledge of the Company, no such investigation is in progress. (e) To the knowledge of the Company, no current key employee or officer of the Company or any of its Subsidiaries intends, or is expected, to terminate his employment relationship with such entity in the one year immediately following the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Primoris Services Corp)

Employees. Section 3.10(a(a) The Inland Parties have previously provided information setting forth each Business Manager Employee’s and Specified Property Managers Employee’s annual compensation and benefits, accrued but unused floating holiday, sick time and vacation time or other paid time off, and whether the employee is on a leave of absence and the Company Disclosure Schedule sets forth type of such leave. (b) No Business Manager Employees or Specified Property Managers Employees are represented by any labor union or labor organization. Neither the name and current rate of compensation of Business Manager nor the employees of the Company and its Subsidiaries (“Employees”) as of August 15Property Managers are a party to, 2009 as well as sets forth if each of the Employees is subject to an employment or bound by, any labor or collective bargaining agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Section 3.09 of the Company Disclosure Schedule, to To the Knowledge of the CompanyInland Parties, there is no employee of organizing activity involving the Company or any Subsidiary is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such employee to be employed because of the nature of the business conducted by the Company Business Manager or the Subsidiaries Property Managers pending or the use of trade secrets or proprietary information of others. The Company is not a party to or bound threatened in writing by any collective bargaining agreement or any other agreement with a labor union, and, to the Company’s knowledge, there has been no effort by labor organization or any labor union during the 36 months prior to the date hereof to organize any employees of the Company into one Business Manager Employees or more collective bargaining unitsSpecified Property Managers Employees. There is no No labor union, labor organization or any group of Business Manager Employees or Specified Property Managers Employees has made a pending or, to the Company’s knowledge, threatened labor dispute, strike demand for recognition or work stoppage which affects or which may affect the business of the Company or which may interfere with its continued operations. Neither the Company nor any agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amendedcertification, and there is are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, or threatened in writing to the Company’s knowledge, threatened charge be brought or complaint against the Company by or filed with the National Labor Relations Board or any representative thereofother labor relations tribunal or authority. (c) Except as set forth on Section 4.13(c) of the Inland Parties Disclosure Schedules, there are no Claims against the Business Manager or Property Managers pending or, to the Knowledge of the Inland Parties, threatened in writing with any Governmental Authority or based on, arising out of, in connection with or otherwise relating to the employment by the Business Manager or Property Managers, as applicable, of any Business Manager Employee or Specified Property Managers Employee. The Business Manager and Property Managers are in compliance in all material respects with all Laws relating to the employment or engagement of labor, including all such Laws relating to wages, hours, social benefits contributions, severance pay, the WARN Act and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, immigration, discrimination, workers’ compensation and the collection and payment of withholding and/or social security Taxes. There has been no strike, walkout “mass layoff” or work stoppage “plant closing” (as defined by the WARN Act) with respect to the Business Manager or threat thereof involving any of Property Managers within the employees of the Company during the 36 six (6) months prior to Closing. (d) The Specified Property Managers Employees have not been required to possess or maintain, in respect of the date hereof. The Company has complied in all material respects with applicable Lawsservices provided by such employees, rules and regulations relating a real estate brokerage or similar license required by any Law known to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any applicable law Property Managers to be so classified, and applicable to such employees in their performance of their duties prior to Closing of the Company and Subsidiaries have fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to do soAssumed Services.

Appears in 1 contract

Samples: Master Modification Agreement (Inland American Real Estate Trust, Inc.)

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