Employees. (a) Section 3.1(33)(a) of the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations. (b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification. (c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise. (d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim. (e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary. (f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance. (g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries. (h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience. (i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding. (j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Employees. (a) Section 3.1(33)(aSchedule 3.14(a) lists all of the directors, officers and employees of the Group Companies with annual base compensation in excess of one hundred and fifty thousand dollars ($150,000) paid or payable by the Group Companies (the “Covered Employees”). Since the date of the Latest Balance Sheet, there has not been any change in the compensation of any Covered Employee in excess of five percent (5%) of such Covered Employee’s base compensation as of the Company Disclosure Letter sets out date of the Latest Balance Sheet.
(without names b) Other than non-salaried employees, Schedule 3.14(b) lists all persons who are employees, independent contractors or employee numbersconsultants of the Group Companies as of the date hereof and who serve: (i) at the corporate senior manager-level and above, (ii) as an area supervisor, or (iii) as a true and complete list of all Senior Management Employees, whether actively at work or notfranchise business consultant, including their respective locationany such employee who is on a leave of absence of any nature, hire date paid or unpaid, and cumulative length of service, position, compensation sets forth for each such individual the following: (i) name; (ii) title or position (including but not limited to salary, bonus and commissions), eligibility to participate in shortwhether full-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time); (iii) hire date; (iv) current annual base compensation rate or contract fee; and (v) commission rate, active eligibility for discretionary bonus or nonother incentive-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual based compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationarrangement.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result As of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with date hereof, all terms and conditions of employment and all Law respecting employmentcompensation, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with paybonuses and fees due and payable to all employees, sick days and benefits under Employee Plans and other similar accruals independent contractors or consultants of the Group Companies for services performed on or prior to the date hereof have either been paid in full or are accurately reflected in have been properly accrued for on the books and records of the Company or of the applicable SubsidiaryGroup Companies (and in such case will be subsequently made).
(fd) Except To the Company’s knowledge, the Group Companies are, and in the past three (3) years have been, in material compliance with federal, state, and local employment laws, rules, and regulations, including laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, and termination of employees, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave and unemployment insurance. To the Company’s knowledge, all individuals characterized and treated by the Group Companies as disclosed independent contractors or consultants are, and in Section 3.1(33)(fthe past three (3) years have been, properly treated as independent contractors under all applicable laws. To the Company’s knowledge, all employees of the Company Disclosure LetterGroup Companies classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. To the Company’s knowledge, no Company Employee the Group Companies are in compliance with, and in the past three (3) years has materially complied with, all immigration laws, including Form I-9 requirements and any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severanceapplicable mandatory E-Verify obligations.
(ge) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of Since the date of this Agreementthe Latest Balance Sheet, there are no claims or potential claims which may materially adversely affect the Group Company or any Subsidiary’s accident cost experience.
has (i) The Company has disclosed issued any notification of a plant closing or mass layoff required by WARN, or (ii) taken any action which would constitute a “plant closing” or “mass layoff” within the meaning of WARN, except for actions undertaken reasonably in response to, or in connection with, any COVID-19 Measures in which case the Data Room all orders and Group Companies undertook such actions in material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workersapplicable Laws. No audit by Group Company has present intentions to undertake any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted action in the revocation of any work permit or Labour Market Impact Assessmentfuture that would trigger WARN.
Appears in 1 contract
Samples: Merger Agreement (Fat Brands, Inc)
Employees. (a) Section 3.1(33)(aSCHEDULE 2.12(a) of the Company Disclosure Letter sets out forth (without names or employee numbersi) a true an accurate and complete list of all Senior Management Employeesthe "key employees" identified by the Company prior to the date hereof, whether actively at work or not, including their respective location, hire date and cumulative length (ii) an accurate and complete list of service, position, compensation the collective bargaining agreements (including but not limited CONVENTIONS COLLECTIVES) applicable to salary, bonus and commissionsthe Company's employees. Except as otherwise set forth in SCHEDULE 2.12(a), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or none of the employment contracts signed by such "key employees" contains any non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationscompetition clause.
(b) Section 3.1(33)(bSCHEDULE 2.12(B) sets forth (i) the number of Company employees, and (ii) a complete list of all employees of the Company Disclosure Letter contains and the Subsidiaries entitled to a correct and complete list of each independent contractor engaged by the Company gross annual salary or any subsidiary with an aggregate annual other compensation in excess of $100,000FF. 200,000 (the "LISTED EMPLOYEES"). The employment and employment contracts of all the Company's Employees comply in all respects with the regulations in force and, except as set forth in SCHEDULE 2.12(b), no employment contract or agreement relating to Employees departs from the collective bargaining agreements in force, including their consulting feeson the basis of any agreement or commitment covering individuals only, any other forms and in particular concerning length of compensation notice and the amount of indemnities payable upon dismissal or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationdeparture.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated Since April 1, 1998, except to the Company or its Subsidiaries that he or she intends to resignextent set forth in SCHEDULE 2.12(c), retire or terminate his or her engagement with the Company has not (i) hired any additional employees, (ii) paid or agreed to pay any bonuses (except with respect to bonuses as a result set forth in SCHEDULE 2.12(b)(II)), or any indemnities for severance of contract, retirement or ceasing work, or any stock options or other kinds of benefits, nor made or agreed to make any pay increases, nor changed or agreed to change the terms of the transactions contemplated by this Agreement employment contracts of any of its directors, officers or otherwiseEmployees, or (iii) changed its hiring or dismissal policies or practices in any material respect.
(d) The Company and its Subsidiaries are in material compliance has complied with all terms statutory and conditions regulatory provisions with regard to the setting up and operation of employment staff representative bodies and all Law respecting employment, including pay equity, wages, hours labor unions. There are no negotiations pending with representatives of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) the labor union of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claimregarding the implementation of a "CONVENTION D'ENTREPRISE".
(e) All amounts due The Company is in compliance with all legislation relating to the implementation and organization of profit sharing agreements and schemes and collective savings schemes. There are no profit sharing schemes or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and agreements other similar accruals have either been paid or are accurately reflected than those shown in the books and records of the Company or of the applicable SubsidiarySCHEDULE 2.12 (e).
(f) Except as disclosed shown in Section 3.1(33)(f) SCHEDULE 2.12(f), no contracts or agreements relating to Company officers, managers or employees contains any provisions to the effect that a change in the control of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required would cause them to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as terms thereof to notice or severancebe modified.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed organized elections to staff representative bodies within the time-limits and in the Data Room all orders manner set by statute. Where the Company had no candidates for such elections, minutes attesting to such deficiency have been recorded, duly posted and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or forwarded to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessmentemployment authorities.
Appears in 1 contract
Samples: Stock Purchase Agreement (Xomed Surgical Products Inc)
Employees. (ai) Section 3.1(33)(a3.01(u)(i) of the Company Disclosure Letter sets out (without names or employee numbers) contains a true complete and complete accurate list of all Senior Management EmployeesCompany Employees with an estimated annual aggregate compensation (calculated on the basis of base salary and cash bonus, whether actively at work or notif any, paid during the year ended March 31, 2023) in excess of $200,000, including their respective location, hire date and cumulative length of servicedate, position, compensation (including but not limited to salary, bonus benefits and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or time, part-time, active or non-active (and if active, non-active), the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Company Employees that had an annual aggregate compensation in excess of $200,000 to whom the Company or any of its Subsidiaries Subsidiary has or may have any outstanding obligations, obligations indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(dii) The Company and its Subsidiaries Subsidiary are in material compliance with all terms and conditions of employment, written employment agreements, with all their own policies and handbooks and all Law applicable Laws respecting employment, including wages and hours, human rights, immigration, pay equity, wagesemployee privacy, hours of work, overtime, vacation, human rights accommodation and occupational health safety and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claimhealth.
(eiii) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have been either been paid or are accurately reflected in all material respects in the books and records of the Company or of the applicable and its Subsidiary.
(fiv) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g3.01(u)(iv) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement or upon termination of employment after the consummation of the Arrangement, including a change of control of the Company or of any of its SubsidiariesSubsidiary.
(hv) Except as disclosed in Section 3.1(33)(h3.01(u)(v) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, surcharges or other amounts due or owing pursuant to any workplace safety and insurance or workers’ compensation legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three (3) years and, to the knowledge of the Company, no audit audit, investigation or proceeding of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance or workers’ compensation legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(ivi) The Company has disclosed in Since January 1, 2021, the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are Subsidiary have been, and are, in material compliance with all terms and conditions of all applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, workers’ compensation, human rights, labour relations and privacy and there are no current, pending, or, threatened, material proceedings before any work permits and Labour Market Impact Assessments received in court, board or tribunal with respect to any of the engagement areas listed herein.
(vii) There are no proceedings pending or, to the knowledge of foreign workers. No audit the Company, threatened against the Company or its Subsidiary before any Governmental Entity by or on behalf of any present or former employee of the Company or its Subsidiary, any applicant for employment or classes of the foregoing alleging breach of any express or implied employment contract, violation of any Law governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Company or its Subsidiary in connection with the employment relationship.
(viii) Neither the Company nor its Subsidiary are party to or bound by any Governmental Authority collective bargaining agreements or agreements with any employee association. None of the Company nor its Subsidiary is being conductedsubject to any application for certification or, to the knowledge of the Company, threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement and no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any employees of the Company by way of certification, interim certification, voluntary recognition or succession rights. There is no labour strike, dispute, work slowdown or stoppage pending or involving, or to the knowledge of the Company pendingthreatened against the Company, in respect of any foreign workers and no such prior audit event has resulted occurred within the last two (2) years.
(ix) Neither the Company nor its Subsidiary are, or have been, engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the knowledge of the Company, threatened against it or its Subsidiary.
(x) Neither the Company nor its Subsidiary is subject to any current, pending or, to the knowledge of the Company, threatened claim, complaint or proceeding for wrongful dismissal, constructive dismissal or any other tort claim relating to employment or termination of employment of employees or independent contractors, or under any applicable Law with respect to employment and labour, except for routine claims for benefits, except as has not had and would not reasonably be expected to, individually or in the revocation of any work permit or Labour Market Impact Assessmentaggregate, have a Material Adverse Effect on the Company.
Appears in 1 contract
Samples: Arrangement Agreement (Aditxt, Inc.)
Employees. No Worker Adjustment and Retraining Notification Act (a"WARN") Section 3.1(33)(a) of the Company Disclosure Letter sets out (without names compliance or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they notices are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company required as a result of the transactions contemplated by this Agreement transaction. No employee of Company ("Employee" or otherwise.
(d"Employees") The is part of a union or collective bargaining group and no union organizational activity is pending affecting Employees. Company and its Subsidiaries Seller have provided Buyer with true, complete and accurate census information and compensation information about the Employees. All Employees are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the employees at will. Seller will cause Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as all its Employees. Seller will be solely responsible for all damages resulting from or related to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) the termination of the Employees. Seller and Company Disclosure Letterwill permit Buyer to offer employment to some or all of the Employees prior to or after Closing. Buyer will provide Company with the names of any Employees who are offered employment and who actually become employed by Buyer through Company after Closing. Buyer will have absolute discretion in determining the terms, there are no change conditions and benefits relating to any such employment. Nothing contained in this Agreement will obligate Buyer to offer to employ any of control paymentsthe Employees. The names and addresses of the officers, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating todirectors, the Arrangementregistered agent of Company, including a change of control the address of the registered office of Company, and the names of all employees or independent contractors whose compensation from Company for the current calendar year will exceed $5,000.00, showing the full amount paid or of payable to each such person for services rendered in the current and prior calendar years, are described on attached Exhibit 5.S. Company has not participated in or made contributions to any of its Subsidiaries.
(h) Except "multi-employer plan" as disclosed defined in Section 3.1(33)(h) of the ERISA. Company Disclosure Letter, there are has experienced no material outstanding assessments, penalties, fines, liens, charges, surcharges, work stoppage or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislationlabor difficulty. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”)no vacation time owed or accruing. There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstandingemployee handbook, employment and/or human resources policies.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Employees. (a) Section 3.1(33)(a) of the Company Disclosure Letter sets out (without names or employee numbers) Seller has provided Buyer with a true and complete list listing of all Senior Management employees of United HealthCare Corporation and/or its affiliates dedicated to the Company, as well as independent contractors and leased employees (the "Dedicated Employees, whether actively at work or not"), including their respective locationname, hire date job title or function. Seller has delivered to Buyer a complete listing of the current salary or wage, incentive pay and cumulative length of servicebonuses, positionaccrued vacation, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, the current status (as to leave or disability pay status, leave eligibility status, full time or part-part time, active exempt or non-active (and if non-activenonexempt, the reason for leave)temporary or permanent status) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) Dedicated Employees. Seller has delivered to Buyer a copy of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits employee handbook applicable to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experienceDedicated Employees.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA all laws relating to the employment of labor, including provisions thereof relating to wages, hours, equal opportunity, worker's compensation, unemployment compensation, collective bargaining and there are the payment of social security and other taxes; (ii) the Company has no appeals labor relations problem or employment-related complaints or charges threatened or pending against the Company with the Equal Employment Opportunity Commission, Department of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conductedLabor, or any other comparable state or local agency, and to the knowledge of Seller the Company's labor relations are satisfactory; (iii) the Company pendingis not a party to any collective bargaining agreement or other labor union contract applicable to Dedicated Employees; there are no strikes, in respect concerted slowdowns, concerted work stoppages, lockouts, and Seller has no knowledge of any foreign workers and threats thereof, by or with respect to Dedicated Employees; (iv) there are no workers' compensation claims pending against the Company nor does Seller have knowledge of any facts that would give rise to such prior audit has resulted a claim or claims that, individually or in the revocation of aggregate, would have a Company Material Adverse Effect; and (v) the Company is not a party to any work permit written or Labour Market Impact Assessmentoral employment contract or other contract for services or severance agreement with any employee.
Appears in 1 contract
Samples: Stock Purchase Agreement (United Payors & United Providers Inc)
Employees. (a) Section 3.1(33)(aSchedule 4.15 contains a list setting forth, (i) the name and current annual salary and other compensation payable by Seller to each manager, employee, officer, independent contractor, agent or consultant of Seller employed or engaged in connection with the Business (an "Employee"); (ii) the profit sharing, bonus or other form of additional compensation paid or payable by Seller to or for the benefit of each such person for the current fiscal year; and (iii) any and all loans outstanding from Seller to any Employee. There are no oral or written contracts, agreements or arrangements relating to compensation or performance awards or obligating Seller to increase the compensation or benefits presently being paid or hereafter payable to any of its employees or other persons. There is not due or owing, and there will not be due and owing at the Closing, to any of Seller's Employees, any sick pay, severance pay (whether arising out of the Company Disclosure Letter sets out (without names termination of an Employee of Seller prior to or employee numbers) a true and complete list of all Senior Management Employeessubsequent to the Closing), whether actively at work compensable time or notpay, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to to, salary, bonus commission and commissionsbonuses, personal time or pay or vacation time or vacation pay attributable to service rendered on or prior to the Closing Date, other than set forth on Schedule 4.15. There is not now, and there will not be as of the Closing Date, any liability of, or claims against, Seller (including, without limitation, workers' compensation claims and claims or suits for contribution to, or indemnification of, third parties, occupational health and safety, environmental, consumer protection or equal employment matters) for injury, sickness, disease, discrimination, death or termination of employment of any Employee or other employment matter (including, without limitation, any Employee or former Employee or any contractor or subcontractor of Seller or any agent or distributor of Seller), eligibility to participate in short-term the extent attributable to an event occurring or a state of facts existing prior to the Closing other than as set forth on Schedule 4.15; it being understood and long-term incentive plans agreed that Seller shall remain liable for, and indemnify and hold harmless Buyer and Probex against, any and all claims, liabilities, damages, losses, costs or expenses, of any nature whatsoever, incurred by Seller, or resulting from or relating to any Employees (and grants received under these planswhether hourly or salaried) of Seller, if any)including, benefitsbut not limited to, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationsthose set forth on Schedule 4.15.
(b) Section 3.1(33)(b) Seller is not a party to any collective bargaining agreements, written or oral, which cover any Employees of the Company Disclosure Letter contains a correct Business. There have not been, and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claimsno, complaintsstrikes, investigations grievances, disputes or orders under any such Law controversies pending or threatened between Seller and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, Employees or any union or other amounts due or owing pursuant organization claiming to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under represent such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experienceEmployees' interests.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Employees. (a) Section 3.1(33)(aSchedule 4.18(a) lists each Business Employee and each independent contractor of any Company (including those which or who lease Rolling Stock in combination with driver services to any Company) (collectively, the “Independent Contractors”) as of the Company Disclosure Letter sets out (without names or employee numbers) a true Closing, and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited includes the following information with respect to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current each such individual: status (full time employee or part-time, active Independent Contractor); original hire or engagement date; employing entity; annualized salary or rate of pay; status as exempt or non-active exempt under the Fair Labor Standards Act; leave status (including duration of leave and if nonexpected return to work date); details of any applicable visa of any such individual; and details of any co-active, employment relationship. Schedule 4.18(a) identifies all Business Employees who are not employed by any Company “at will” and all Contracts with Independent Contractors that may not be terminated by the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the applicable Company without notice or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationspenalty.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of Except as set forth on Schedule 4.18(b), each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor not entered into and neither the Company nor is not currently negotiating any Subsidiary has received employment, consulting, severance, retention, change of control or similar contract with any notice from any Governmental Entity disputing such classificationPerson.
(c) All written Contracts in relation To Sellers’ Knowledge, no executive Business Employee or Independent Contractor of any Company and no group of Business Employees or Independent Contractors of any Company has any plans to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company terminate or its Subsidiaries that he materially alter his, her or she intends to resign, retire their employment or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwiseengagement.
(d) The No Company is a party to and has never been bound by, the terms of any collective bargaining agreement or any other Contract with any labor union or representative of employees, and no such agreements are being negotiated. There are no labor disputes existing or, to Sellers’ Knowledge, threatened involving, by way of example, organizing activity, strikes, work stoppages, slowdowns, picketing or any other interference with work or production, or any other concerted action by employees of any Company and its Subsidiaries are in no Company has experienced any material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of labor difficulties during the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claimlast five years.
(e) All amounts due or accrued due for present and former Business Employees and Independent Contractors have been paid in full all salary, wages, bonusessalaries, commissions, vacation with pay, sick days and benefits under Employee Plans bonuses and other similar accruals have either been paid or are accurately reflected compensation due and payable to such employees and contractors as of the Closing in the books and records Ordinary Course of the Company or of the applicable SubsidiaryBusiness.
(f) Except as disclosed Each Business Employee and Independent Contractor of each Company has presented documents to such Company or to any Professional Employment Organization engaged by such Company reasonably sufficient to indicate that such Business Employee or Independent Contractor is lawfully authorized to work in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severanceUnited States.
(g) Except as disclosed No Company is subject to any order, settlement or consent decree with any present or former Business Employee, employee representative or other Person, including any Governmental Entity, relating to claims in Section 3.1(33)(grespect of employment or labor practices and policies (including practices relating to discrimination, wage payments, recordkeeping, employment classification and immigration). No Governmental Entity has issued a 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 the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its SubsidiariesCompany.
(h) Except as disclosed in Section 3.1(33)(h) of the Each Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety is and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during throughout the past three years and, six year period prior to the knowledge Closing in compliance in all material respects with all applicable Laws and Orders relating to the employment of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experiencelabor.
(i) The Company has disclosed Companies’ Contracts and other understandings with Independent Contractors comply with the Federal Leasing Regulations under 49 CFR Part 376. In addition such Contracts constitute a bona fide agreement whereby such individuals are independent contractors to, and are not employees of, the Companies, and there is no Litigation pending or, to Sellers’ Knowledge, threatened at law or in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation equity by or before any Governmental Entity that challenges (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects i) any Company’s compliance with any orders issued under OHSA and there are no appeals Laws relating to the retention or classification of independent contractors, (ii) the independent contractor nature of such Contracts or any Independent Contractor's work status, or (iii) other understandings or arrangements pertaining to any Independent Contractor of any orders under OHSA currently outstandingnature whatsoever.
(j) The No Company and its Subsidiaries are in compliance with all terms and conditions of is, or has been at any work permits and Labour Market Impact Assessments received in respect time during the three year period prior to the Closing, a contractor or subcontractor under Executive Order 11246.
(k) Since the date that is one year prior to the Closing Date, neither any Seller nor any of the engagement of foreign workers. No audit by Companies have taken any Governmental Authority action that is being conducted, reasonably likely to cause Buyer or the Companies to be subjected to any liability under the knowledge of the Company pending, in respect of WARN Act or any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessmentsimilar state statute.
Appears in 1 contract
Employees. Except as set forth in Section 4.22 of the Parent Diligence Letter:
Section 4.22.1 (a) Parent has no employees other than those set forth in the true, complete and correct list set forth in Section 3.1(33)(a) 4.22 of the Company Disclosure Parent Diligence Letter sets out of (without names i) each employee of Parent, together with such employee’s job title or employee numbersclassification, amount of annual compensation as of the date hereof, total compensation paid during calendar year 2005 and amounts and forms of fringe and severance benefits; and (ii) each consultant, contractor or subcontractor of Parent during calendar year 2005 or 2006 and for which a true Form 1099 has been, or will be required to be, filed, together with such consultant’s, contractor’s or subcontractor’s name and complete list amount of all Senior Management Employeesannual compensation as of the date hereof; and (b) none of such Persons has an employment agreement or understanding with Parent, whether actively at work oral or notwritten, including their respective locationthat is not terminable upon notice by Parent without cost or other Liability to Parent.
Section 4.22.2 To the Knowledge of Parent, hire date no key employee or independent contractor and cumulative length no group of serviceParent’s key employees or independent contractors has any plans to terminate his, positionher or its employment or relationship as an employee or independent contractor with Parent, compensation nor does Parent have any present intention to terminate the employment of any key employee or independent contractor, or group of employees or independent contractors.
Section 4.22.3 To the Knowledge of Parent, no employee of Parent is a party to or is otherwise bound by any agreement or arrangement (including but not limited to salarywithout limitation confidentiality agreements, bonus and commissions)noncompetition agreements, eligibility to participate in short-term and long-term incentive plans (and grants received under these planslicenses, if any), benefits, vacation entitlement in days, current status (full time covenants or part-time, active commitments of any nature) or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract any judgment, decree or order of any court or Governmental Authority: (a) that would conflict with such employee’s ability to perform his or her duties as well an employee of Parent; or (b) that would conflict with Parent’s business as a list of all former Senior Management Employees now conducted or as proposed to whom the Company or be conducted.
Section 4.22.4 (a) Parent is not delinquent in payments to any of its Subsidiaries has employees for any wages, salaries, commissions, bonuses or may have other direct compensation for any outstanding obligations, indicating services performed through the nature and date hereof or amounts required to be reimbursed to them through the value of such obligations.
date hereof; (b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation Parent is in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all applicable Laws respecting employment, fair employment practices, labor, payment and termination of labor, terms and conditions of employment and all Law respecting employment, including pay equityworkers’ compensation, wagesnondiscrimination, hours of workimmigration, overtimebenefits, vacationcollective bargaining, human rights and occupational health and safety, andplant closings, other than as disclosed in Section 3.1(33)(dwages and hours and the payment of social security and similar Taxes; and (c) to the Knowledge of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure LetterParent, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current present or former Company Employees providing for cash director, officer, employee or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change consultant of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed Target is in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed violation in any material respect under of any term of any employment contract, non-disclosure agreement, non-competition agreement or restrictive covenant to a former employer relating to the right of any such legislation during employee to be employed by Target because of the past three years andnature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
(a) Parent is neither bound by nor subject to (and none of its assets or properties is bound by or subject to) any written or oral commitment or arrangement with any labor union, and no labor union has, to the knowledge Knowledge of Parent, sought to represent any of Parent’s employees, representatives or agents; and (b) during the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreementlast five years, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
has been no: (i) The Company has disclosed collective bargaining agreement or any other agreement, whether in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects writing or otherwise, with any orders issued under OHSA and there are no appeals labor organization, union, group or association applicable to the employees of Parent; (ii) unfair labor practice complaint pending or, to the Knowledge of Parent, threatened against Parent before the National Labor Relations Board or any other federal, state local or foreign agency; (iii) pending or, to the Knowledge of Parent, threatened strike, slow-down, work stoppage, lockout or other collective labor Litigation by or with respect to any employees of Parent; or (iv) pending or, to the Knowledge of Parent, threatened representation question or union or labor organizing activities with respect to employees of Parent nor is Parent subject to any legal duty to bargain with any labor organization on behalf of any orders under OHSA currently outstandingemployee of Parent.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Samples: Merger Agreement (TBX Resources Inc)
Employees. (a) Section 3.1(33)(a3(n) of the Company Disclosure Letter Schedule sets out (without names or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains forth a correct and complete list of all employees employed by Seller and its Affiliates who spend a substantial portion of their time performing services in connection with the administration and operation of the Lab (each independent contractor engaged an "Employee" and, collectively, the "Employees"), together with their respective social security numbers, departments, job titles, dates of hire, current base salary or hourly rate, annual review date, bonus and severance arrangements with respect thereto and the entity by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Roomemployed. No such employee has indicated Selling Entity with respect to the Company Lab is a statutory employer, joint employer, single employer, alter ego, or its Subsidiaries that he or she intends any other form of constructive employer with respect to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in any individual not listed on Section 3.1(33)(d3(n) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders Schedule under any such Law federal or state Laws governing labor and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in employment. Section 3.1(33)(f3(n) of the Company Disclosure LetterSchedule sets forth a correct and complete list of all consultants to and independent contractors or leased employees of any Selling Entity with respect to the Lab, as of the date hereof, together with their respective addresses, responsibilities, dates of engagement, and compensation. To the Knowledge of the Seller, no Company Employee has any agreement as to length executive, key employee, or significant group of notice or severance payment required employees who serve the Lab plans to terminate his or her employment, employment with their employer during the next twelve (12) months other than to the extent that such as results from Law from employees plan to become employees of Buyer after the employment Closing Date. No Selling Entity is a party to or bound by any collective bargaining agreement affecting the Lab, nor has it experienced any strike or material grievance, claim of an employee without an agreement as to notice unfair labor practices, or severance.
(g) Except as disclosed in Section 3.1(33)(g) other collective bargaining dispute affecting the Lab within the past three years. No Selling Entity has committed any material unfair labor practice affecting the Lab. No Prospective Employees are represented by any labor organization, no labor organization or group of the Company Disclosure LetterEmployees has made a demand for recognition, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements organizing activities involving any Selling Entity with current or former Company Employees providing for cash or other compensation or benefits upon respect to the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years andLab pending or, to the knowledge of the CompanySeller, no audit threatened by any labor organization or group of the Company Employees. No Prospective Employee is subject to any employment, non-compete or confidentiality agreement with Seller or any Subsidiary is currently being performed pursuant Hospital or, to Seller's Knowledge, any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims other Person that would limit or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company restrict such Prospective Employee's ability to provide services to Buyer and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of Affiliates after the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact AssessmentClosing.
Appears in 1 contract
Employees. (a) Section 3.1(33)(a) Except as set forth on Schedule 5.22(a), with respect to the business of the Company Disclosure Letter sets out and its Subsidiaries:
(without names i) there is no collective bargaining agreement or employee numbersrelationship with any labor organization;
(ii) no labor organization or group of employees has filed any representation petition or made any written demand for recognition, and no union organizing or decertification efforts are underway or have been threatened in writing, and no labor strike, work stoppage, slowdown, or other material labor dispute has occurred or has been threatened in writing;
(iii) there are no pending worker’s compensation claims that could reasonably be expected to have a true and complete list Material Adverse Effect on the Company;
(iv) there is no employment-related charge, complaint, grievance, investigation, inquiry or obligation of all Senior Management Employeesany kind, whether actively at work pending or notto the Company’s Knowledge, including their respective locationthreatened in any forum, hire date and cumulative length of service, position, compensation (including but not limited relating to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time an alleged violation or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom breach by the Company or any of its Subsidiaries has (or may have their respective officers or directors) of any outstanding obligations, indicating the nature and the value of such obligationsemployment related Legal Requirement.
(b) Section 3.1(33)(b) Except as set forth on Schedule 5.22(b), there are no written employment Contracts or severance Contracts or any Contracts which would require the payment of any amounts due to the consummation of the Company Disclosure Letter contains a correct and complete list Contemplated Transactions with any present or former director, officer, or employee of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits its Subsidiaries. Company has made available to which they are entitled Purchaser true and whether they are subject to a written Contract. Current and complete correct copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationContracts.
(c) All written Contracts in relation Schedule 5.22(c) contains a true and complete list of the names and titles of each director, officer, manager and other employee of the Company and each of its Subsidiaries as of the date of this Agreement. The Company has made available to Senior Management Employees have been disclosed in Purchaser the Data Room. No such salary, wages, bonuses of each director, officer, manager and employee has indicated to identified on Schedule 5.22(c).
(d) None of the Company or its Subsidiaries has implemented any plant closing or mass layoff of employees that he could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or she intends to resignany similar foreign, retire state, or terminate his local law, regulation, or her engagement with the Company as a result ordinance, and no such action will be implemented without advance notification and consent of the transactions contemplated by this Agreement or otherwisePurchaser.
(de) The Company and its Subsidiaries are (i) is in material compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to its employees; (ii) has withheld and reported all Law respecting employment, including pay equity, amounts required by law or by agreement to be withheld and reported with respect to wages, hours salaries and other payments to its employees; (iii) is not liable for any arrears of workwages or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, overtimewith respect to unemployment compensation benefits, vacation, human rights and occupational health and safety, and, social security or other benefits or obligations for its employees (other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected routine payments to be made in the books and records ordinary Course of the Company or of the applicable SubsidiaryBusiness).
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Samples: Stock Purchase Agreement (Xfone Inc)
Employees. (ai) Section 3.1(33)(a4(s)(i) of the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as Schedule contains a list of all former Senior Management Employees employees of the Company and each Subsidiary, along with the position, date of hire, the annual rate of compensation (or with respect to whom employees compensated on an hourly or per diem basis, the hourly or per diem rate of compensation), estimated or target annual incentive compensation of each such person, and all sales and bonus plans in which such employee participates. Except as set forth in Section 4(s)(i) of the disclosure Schedule, none of such employees is a party to an employment agreement or contract with the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationsSubsidiary.
(bii) Section 3.1(33)(b4(s)(ii) of the Company Disclosure Letter contains Schedule sets forth a correct and complete list of each independent contractor engaged by employee of the Company or any subsidiary with an aggregate annual compensation Subsidiary who is providing services in excess of $100,000the United States and who holds a temporary work authorization (“Work Permit”), including their consulting feesH-1B, TN, E-0, X-0, X-0, X-0 or J-1 visa status or Employment Authorization Document (“EAD”) work authorizations, setting forth the name of such employee, the type of Work Permit and the length of time remaining on such Work Permit. With respect to each Work Permit, all of the information that the Company or any other forms Subsidiary provided to the Department of compensation or benefits to which they are entitled Labor (“DOL”) and whether they are subject to a written Contract. Current the Immigration and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed Naturalization Service (“INS”) in the Data Room. Each independent contractor applications for such Work Permit was, to the knowledge of each of the Company has been properly classified and the Major Stockholders, true and complete in all material respects at the time of filing such applications. The Company or the applicable Subsidiary, as an independent contractor and neither the case may be, received the appropriate notice of approval or other evidence of authorized employment from the INS, the DOL, the Department of State or other relevant Governmental Entity with respect to each such Work Permit. Neither the Company nor any Subsidiary has received any notice from the INS or any other Governmental Entity disputing such classificationthat any Work Permit has been revoked. There is no action pending or, to the knowledge of each of the Company and the Major Stockholders, threatened to revoke or adversely modify the terms of any of the Work Permits.
(ciii) All written Contracts in relation Each of the Company and the Subsidiary has obtained the necessary prevailing wage documentation for each H-1B worker and has paid and continues to Senior Management Employees have been disclosed in pay each H-1B worker the Data Room. No such employee has indicated prevailing wage according to the regulations of the DOL. Each of the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement and the Subsidiary has complied with all material terms of the Labor Condition Applications for all H-1B workers and has maintained all documentation required by the DOL regulations. The Company has previously provided the Buyer with a written statement which summarizes the compliance of the Company and each of the Subsidiary with the Company as a result DOL regulations governing labor condition applications. Each of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are the Subsidiary is in compliance in all material compliance respects with all applicable Law relating to employment and employment practices, terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights wages and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claimhours.
(eiv) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither Neither the Company nor any Subsidiary is a party to or bound by any collective bargaining agreement, nor has been reassessed in either of them experienced any material respect under such legislation during strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company and the Major Stockholders have no knowledge of any organizational effort made or threatened, either currently or within the past three years andtwo years, by or on behalf of any labor union with respect to the knowledge of the Company, no audit employees of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As Subsidiary.
(v) To the knowledge of each of the date Company and the Major Stockholders, none of this Agreementthe Stockholders own, there are no claims directly or potential claims indirectly, individually or collectively, any interest (other than any interest of less than five percent (5%) of the equity securities of a publicly traded company) in any Business Entity which may materially adversely affect is in a business similar or competitive to the business of the Company and the Subsidiary or which has any existing undisclosed contractual relationship with the Company or any the Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Samples: Stock Purchase Agreement (American Management Systems Inc)
Employees. (a) Section 3.1(33)(a) Since the date of the Interim Financial Statements, no key employee or key independent contractor of the Company Disclosure Letter sets out (without names and no group of key employees or employee numbers) a true and complete list key independent contractors of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company has notified the Company in writing or, to the Company’s Knowledge, orally of any plans to terminate his or its employment or relationship with the Company. Schedule 4.13(a) lists any of its Subsidiaries has executive, key employee or may have any outstanding obligationskey independent contractor whose employment or relationship with the Company terminated between December 31, indicating the nature 2013 and the value date of such obligationsthis Agreement. As used herein, “key employee” means any employee of the Company whose total cash compensation is greater than $200,000 on an annualized basis; and “key independent contractor” means any individual independent contractor of the Company whose annualized payments from the Company are greater than $200,000.
(b) Section 3.1(33)(b) of To the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating toCompany’s Knowledge, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with all applicable Laws relating to the employment of personnel and labor, including, but not limited to, the Fair Labor Standards Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Occupational Safety and Health Act, the National Labor Relations Act, the Family Medical Leave Act, the Worker Adjustment Retraining and Notification Act of 1988 (“WARN”), the Immigration Reform and Control Act of 1986, and any orders issued other federal, state or local Laws (all, as amended) relating to equal employment opportunity, affirmative action, harassment, discrimination, retaliation, employee benefits, plant closing and mass layoff, occupational safety and health, immigration, workers’ compensation, classification of employees and independent contractors, wages, work hours, the employment of persons who are not citizens or lawful permanent residents of the United States and the documentation and recordkeeping of employees’ identity and work authorization. Except as disclosed on 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 on Schedule 4.13(c), since January 1, 2012, the Company has not: (i) been bound by or entered into any Contract or collective bargaining agreement with any labor organization or other employee representative of any employees of the Company, except as disclosed on Schedule 4.09(a), (ii) experienced any strike, work stoppage, or lockout, and none has been threatened in writing, or, to the Company’s Knowledge, orally, (iii) been the subject of any grievance, unfair labor practice claim, charge of discrimination, or other material employee or labor dispute, (iv) to the Company’s Knowledge, 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 (v) leased any employees. The Company has satisfied any notice or bargaining obligation it may have under OHSA and any Law or collective bargaining agreement to any employee representative.
(d) Except as disclosed on Schedule 4.13(d), there are no appeals outstanding rights or obligations relating to workers compensation, unemployment compensation and/or other similar obligation to employees or independent contractors of any orders under OHSA currently outstandingthe Company other than to the extent required or provided by Law.
(je) Schedule 4.13(e) sets forth the name, title or position, citizenship and the annual cash compensation (including salary, hourly rate, bonuses and commissions) as of December 31, 2014 for each individual engaged by the Company as an employee or individual independent contractor whose annual cash compensation (including salary, hourly rate, bonus and commissions) from the Company exceeded $100,000 in 2014, on an annualized basis or whose annual salary is expected to exceed $100,000 in 2015.
(f) Since January 1, 2012, the Company has not taken any action which would constitute a “plant closing” or “mass layoff” within the meaning of WARN, or any similar state or local law, or issued any notification of a plant closing or mass layoff required by WARN, or any similar state or local law.
(g) Except as set forth on Schedule 4.13(g), since January 1, 2012, the Company has not received written notice of any claims with any Governmental Entity against the Company asserted by any present or former employee of the Company, including claims related to misclassification of employees or independent contractors or any violation of any statute, ordinance or regulation relating to minimum wages, maximum hours at work, occupational health and safety and/or employment discrimination or harassment or retaliation.
(h) The Company Company: (i) has taken reasonable steps to properly classify and treat all of its Subsidiaries are workers as independent contractors or employees, as appropriate; (ii) has taken reasonable steps to properly classify and treat all of its employees as “exempt” or “nonexempt” from overtime requirements, as appropriate, under applicable Laws; and (iii) is not delinquent in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conductedpayments to, or on behalf of, any current or former employee or independent contractor for amounts required to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit be reimbursed or Labour Market Impact Assessmentotherwise paid.
Appears in 1 contract
Samples: Securities Purchase Agreement (Diplomat Pharmacy, Inc.)
Employees. (a) Section 3.1(33)(a) 4.24 of the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as contains a list of the names and compensation rates and bonus commitments for all former Senior Management Employees to whom employees of the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value Sellers. All of such obligationsemployees are employed by Holdings and none of such employees is employed by Southern Saw. To the Knowledge of the Sellers, as of the date of this Agreement, no executive, key employee, or group of employees has any plans to terminate employment with the Sellers. The Sellers have not promised or represented to any employee or otherwise entered into an agreement with any employee (whether written, verbal or otherwise), to the effect that such employee’s benefits or compensation (base salary, bonus, or equity compensation) shall in any way increase subsequent to the Closing Date, except to the extent of the Buyer’s obligation for certain severance for employees it terminates (other than For Cause) after Closing as set forth in Section 6.1(d) of this Agreement. To the Knowledge of the Sellers, no executive or key employee of the Sellers is a party to, or is otherwise bound by, any agreement that in any way adversely affects or will affect the performance of his or her employment duties, his or her ability to assign to the Sellers any rights to any invention, improvement, discovery or information relating to the business of the Sellers or their ability to conduct their business.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result The consummation of the transactions contemplated by this Agreement will not (1) entitle any current or otherwiseformer employee, director, consultant or agent of the Sellers to severance pay, or (2) with the exception of the possible payment to Bxxxx under the Bxxxx Agreement, accelerate the time of payment or vesting, or increase the amount of any compensation due to, or in respect of, any current or former employee, director, consultant or agent of the Sellers, or either of them. Notwithstanding the foregoing, the Sellers will settle in cash at or prior to Closing all vacation that any of its employees may have accrued through the date of Closing.
(c) Neither Seller is a party to or bound by any collective bargaining agreement, nor, to the Knowledge of the Sellers, has either Seller experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes. To the Knowledge of the Sellers, the Sellers have not committed any material unfair labor practice, and the Sellers have complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) relating to employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining and plant closing. The Sellers have no Knowledge of any organizational effort currently being made or threatened by or on behalf of any labor union with respect to employees of the Sellers.
(d) The Company Sellers’ workers’ compensation, general liability, group life and its Subsidiaries health plans are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due fully funded and/or expensed for all salary, wages, bonuses, commissions, vacation with pay, sick days past and benefits under Employee Plans current experience and other similar accruals have either been paid or are accurately reflected occurrences through Closing. Sellers shall retain all such liabilities as Retained Liabilities and shall satisfy them in the books and records normal course of the Company or of the applicable Subsidiarybusiness.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Employees. (a) Section 3.1(33)(a3.1(25)(a) of the Company Disclosure Letter sets out (without names lists all Company Employees and independent contractors or employee numbers) a true and complete list of all Senior Management Employees, whether actively at consultants who are receiving remuneration for work or not, including their respective location, hire services provided to the Company or any Company Subsidiary as of the date of this Agreement and cumulative length of service, his or her position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full full-time or part-time), active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract agreement, length of service, location, base salary, bonus arrangements, commissions and consulting fees as well of April 1, 2017. Except as set out in Section 3.1(25)(a) of the Company Disclosure Letter, no Company Employee is on short term or long-term disability leave, a list statutory leave of absence, an unpaid leave of absence or receiving benefits pursuant to applicable workers’ compensation legislation. Written employment contracts of all former Senior Management Company Employees and current independent contractors and consultants have been made available to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationsPurchaser.
(b) Section 3.1(33)(b3.1(25)(b) of the Company Disclosure Letter contains a correct and complete list lists all Company Employees that have any agreement as to length of each independent contractor engaged notice or severance payment required to terminate his or her employment, other than such as results by Law from the Company employment of an employee without an agreement as to notice or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in severance.
(c) To the Data Room. Each independent contractor knowledge of the Company has been properly classified as an independent contractor and Company, neither the Company nor any Company Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or classification of its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwiseindependent contractors.
(d) The Company and its Subsidiaries are is in compliance in all material compliance respects, with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter and there are no outstanding claims, complaints, investigations investigations, grievances, arbitrations or orders under any such Law Laws related to Company Employees or former Company Employees and to the knowledge of the Company there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days with pay, termination and severance pay and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and and/or records of the Company or of the applicable Company Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there There are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Company Subsidiary has been reassessed in any material respect under such legislation during the past three years since October 1, 2015 and, to the knowledge of the Company, no audit of the Company or any Company Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or or, to the knowledge of the Company, potential claims pursuant to any workplace safety and insurance legislation which may are reasonably likely to materially adversely affect the accident cost experience in respect of the Company or any Company Subsidiary’s accident cost experience.
(ig) The Company has disclosed in To the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There knowledge of the Company, there are no charges pending with respect to the Company or any Company Subsidiary under OHSAOHSL. The Company has and each Company Subsidiary have complied in all material respects with the terms and conditions of OHSL, as well as any orders issued under OHSA OHSL and there are no appeals of any orders under OHSA OHSL currently outstanding.
(jh) The Except as expressly contemplated in this Agreement, neither the execution and delivery of this Agreement (alone or in connection with additional or subsequent events) or any termination of employment or service in connection therewith will (i) result in any payment, bonus, severance, fee, remuneration, benefit or other compensation to any Company Employee (other than salaries, wages, fees or bonuses paid or payable to Company Employees in the ordinary course of business in accordance with current compensation levels and its Subsidiaries are practices), (ii) result in compliance with all terms and conditions any forgiveness of indebtedness to any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conductedCompany Employee, or (iii) increase any payments or benefits otherwise payable or to the knowledge of be provided by the Company pending, in respect of or any foreign workers and no such prior audit has resulted in the revocation of any work permit Company Subsidiary to a Company Employee or Labour Market Impact Assessmentunder an Employee Plan.
Appears in 1 contract
Samples: Arrangement Agreement (Merus Labs International Inc.)
Employees. (a) Section 3.1(33)(aVECO has Provided to CH2M HILL a complete and accurate list of the following information for each Employee, officer and director of the Acquired Companies, including each Employee on leave of absence or layoff status: employer; name; job title; current compensation (in the case of the Joint Ventures, such information was limited to the names of the Employees). Part 3.21(a) of the Company Disclosure Letter also sets out (without names or employee numbers) forth a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they Employees who are subject employed pursuant to a written Contract of employment Contract as well as a list and who are entitled to notice of all former Senior Management Employees to whom termination of employment, or pay in lieu thereof, in excess of the Company or minimum statutory requirement under any of its Subsidiaries has or may have any outstanding obligationsLegal Requirement, indicating the nature and the value together with particulars of such obligationsentitlements.
(b) Section 3.1(33)(bTo VECO’s Knowledge, no Employee, officer or director of any Acquired Company is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, nondisclosure, non-competition, or proprietary rights agreement, between such Employee or director and any other Person (“Proprietary Rights Agreement”) that adversely affects or will affect (i) the performance of his duties as an Employee, officer or director of the Acquired Companies, (ii) the performance or observation of his fiduciary duties to the Acquired Companies, or (iii) the ability of any Acquired Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000to conduct its business, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement Proprietary Rights Agreement with the Company as a result of the transactions contemplated Acquired Companies by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due Employee, officer or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislationdirector. As of the date of this Agreement, there to VECO’s Knowledge, no director, officer, or other key Employee of any Acquired Company intends to terminate his employment with such Acquired Company.
(c) To the extent not otherwise provided in the Disclosure Letter at Part 3.14, Part 3.21(c) of the Disclosure Letter contains a complete and accurate list of the following information for each retired Employee, officer or director, or their dependents, receiving benefits or scheduled to receive benefits in the future for which the Acquired Companies are no claims responsible: name, pension benefit, pension option election, retiree medical insurance coverage, retiree life insurance coverage, and any other compensation or potential claims which may materially adversely affect benefits.
(d) Part 3.21(d) of the Disclosure Letter contains a list of individuals (other than VECO’s legal counsel, accountants, public relations and advertising, compliance program development and similar independent professional service firms) who, as of the date of this Agreement are currently performing services for any Acquired Company and are classified as “consultants” or “contractors.”
(e) No Acquired Company has ever been a party to or bound by any Contract that creates or grants to any Person or provides for the creation or grant of, any stock bonus, stock option, stock appreciation right, phantom stock right, stock purchase entitlement, performance stock award, or similar right or interest.
(f) No Employee has been granted the right to continued employment (other than as required by law) by any Acquired Company or to any Subsidiarycompensation following termination of employment with any Acquired Company, other than earned wages and any payments due and owing under the terms of the VECO Plans or VECO Other Benefit Obligations or other payments required by Legal Requirements.
(g) The employment of any Employee located in the United States is terminable by an Acquired Company at will. Acquired Companies have Provided to CH2M HILL accurate and complete copies of all employee manuals and handbooks and policy statements.
(h) Each Acquired Company does not believe that it has, is, or will have a need to utilize any inventions, trade secrets or proprietary information of any Employees, contractors or consultants of the Acquired Companies made prior to their employment or other engagement by the Acquired Companies. To VECO’s accident cost experienceKnowledge, no Employee, contractor or consultant who has performed services related to any Acquired Company’s business has (or upon Closing, will have) any right, title, or interest in any Intellectual Property Rights owned by or otherwise controlled by any Acquired Company or that are otherwise used in connection with an Acquired Company’s business.
(i) The Company has disclosed Each Employee, contractor or consultant of the Acquired Companies is, to VECO’s Knowledge, in the Data Room compliance with all orders applicable visa and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstandingwork permit requirements.
(j) The There are no Proceedings pending or, to VECO’s Knowledge, Threatened against the Acquired Companies involving any Employee, contractor or consultant or group thereof. There are no charges, investigations, administrative, professional or regulatory proceedings or formal complaints of discrimination (including discrimination based upon gender, sex, age, marital status, race, national origin, sexual orientation, disability or veteran status) Threatened or pending before any Governmental Body against any Acquired Company pertaining to any Employee and, to VECO’s Knowledge, there are no outstanding human rights complaints or occupational health and its Subsidiaries are safety complaints or investigations.
(k) VECO and each Included Subsidiary is, to VECO’s Knowledge, in compliance compliance, in all material respects, with all terms Legal Requirements in Canada, the United States, and conditions any other applicable foreign jurisdictions respecting employment, employment practices, labor law, wages, hours and occupational health and safety, leaves of absence, disability, equal opportunity, workers’ compensation, severance, employee handbooks or manuals, collective bargaining and the payment of social security and other Taxes. The Acquired Companies have no material liability under any work permits Legal Requirements related to employment and Labour Market Impact Assessments received in respect attributable to an event occurring or a state of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or facts existing prior to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessmentdate hereof.
Appears in 1 contract
Employees. (a) Section 3.1(33)(aExcept as set forth on Company Disclosure Schedule 5.15, (i) since November 25, 2003, each of the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list its Subsidiaries has complied in all material respects with all Applicable Laws relating to the employment of all Senior Management Employees, whether actively at work or notpersonnel and labor, including their respective locationprovisions thereof relating to wages and hours, hire date equal opportunity, collective bargaining, plant closing and cumulative length mass layoff, health and safety, immigration and the payment of servicesocial security and other taxes, positionand neither the Company nor any of its Subsidiaries is a party to any consent decree or has been issued any citation by any Governmental Entities relating to employees or employment practices, compensation and (including but not limited b) neither the Company nor any of its Subsidiaries has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or window program within the past three years, nor has any such action or program been planned or announced for the future.
(b) Except as set forth on Company Disclosure Schedule 5.15, (i) neither the Company nor any of its Subsidiaries has agreed to salaryrecognize any labor union, bonus and commissions)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, eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom nor is the Company or any of its Subsidiaries has a party to or may have bound by any outstanding obligationscollective bargaining agreement, indicating the nature and the value of such obligations.
(bii) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000since November 25, including their consulting fees2003, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or of its Subsidiaries that he has experienced any strike, slowdown, work stoppage, lockout, unfair labor practice complaint or she intends to resign, retire other material employee or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
labor dispute and (diii) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due organizational effort presently being made, or accrued due for all salaryto the Knowledge of the Company, wages, bonuses, commissions, vacation threatened by or on behalf of any labor union with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records respect to any employees of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Employees. 2.18.1 Schedule 2.18. to this Agreement contains a complete and accurate list of the following information for each Employee, including each Employee on leave of absence or layoff status: (ai) name; (ii) address; (iii) telephone number; (iv) social security number; (v) date of birth; (vi) job title; (vii) date of hire; (viii) hourly or weekly compensation rate in effect on June 30, 1998, and a comparison of such rate to that in effect on June 30, 1997; (ix) vacation accrued; and (x) service credited for purposes of vesting and eligibility to participate under any pension, retirement, profit-sharing, thrift-savings, deferred compensation, stock bonus, stock option, cash bonus, employee stock ownership (including investment credit or payroll stock ownership), severance pay, insurance, medical, welfare, or vacation plan, or any other employee benefit plan. To the best of each of VSI's and Seller's knowledge, during the past four years neither VSI nor Seller has, directly or indirectly, purchased, leased, acquired any property or obtained any services from, or sold, leased, disposed of any property or furnished any services to, or otherwise dealt with any Employee or any Person, firm or corporation which, directly or indirectly, alone or together with others, controls, is controlled by or is under common control with any Employee, except with respect to remuneration for services rendered as a director, officer or employee of VSI or Seller.
2.18.2 To the best of each of VSI's and Seller's knowledge, no part of the property or assets of any Employee or any Person, individual or organization directly or indirectly related to any Employee is used by VSI or Seller.
2.18.3 Neither VSI nor Seller has encountered any actual or threatened Employee strike, work stoppage, slowdown or lockout, or had any material change in its relations with Employees, agents, customers or suppliers for the three years prior to the date of this Agreement. No question concerning representation has been raised or is threatened with respect to the Employees.
2.18.4 No "leased employee", as that term is defined within the meaning of Section 3.1(33)(a414(n) of the Company Disclosure Letter sets out (without names Code, performs services for VSI or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited Seller other than temporary employees.
2.18.5 Except as disclosed in Schedule 2.18 to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-activethis Agreement, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result consummation of the transactions contemplated by this Agreement or otherwise.
will not (di) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under entitle any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash Employee or other current or former officer or director of VSI or Seller to severance pay, unemployment compensation or benefits upon any other payment, except as expressly provided in this Agreement; (ii) accelerate the consummation oftime or payment or vesting, or relating toincrease the amount of compensation due any such Employee, the Arrangement, including a change officer or director; or (iii) result in any prohibited transaction described in Section 406 of control ERISA or Section 4975 of the Company or of any of its SubsidiariesCode for which an exemption is not available.
(h) Except as disclosed in Section 3.1(33)(h) 2.18.6 Each of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety VSI and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary Seller is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed always been in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied compliance in all material respects with any orders issued under OHSA all applicable laws respecting employment and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all employment practices, terms and conditions of wages and hours, and is not engaged in any work permits and Labour Market Impact Assessments received unfair labor practice.
2.18.7 Neither VSI nor Seller (i) has taken any action which, alone or in respect conjunction with actions committed by VSI or Seller prior to the Closing Date to be taken in the future, would constitute a "plant closing" or "mass layoff" within the meaning of the engagement Worker Adjustment and Retraining Notification Act ("WARN") or applicable state law; or (ii) has issued any notification of foreign workers. No audit a "plant closing" or "mass layoff" required by any Governmental Authority is being conducted, WARN or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessmentby applicable state law.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hydrochem Industrial Services Inc)
Employees. (a) Section 3.1(33)(aSchedule 5.21(a) lists all of the directors, officers and employees of the Company Disclosure Letter sets out and its Subsidiaries with annual base compensation in excess of one hundred and fifty thousand dollars (without names $150,000) paid or employee numberspayable by the Company or its Subsidiaries (the “Covered Employees”). Since the date of the Latest Balance Sheet, there has not been any change in the compensation of any Covered Employee in excess of five percent (5%) a true and complete list of such Covered Employee’s base compensation as of the date of the Latest Balance Sheet.
(b) Schedule 5.21(b) lists all Senior Management Employeespersons who are employees, whether actively at work independent contractors or notconsultants of the Company as of the date hereof, including their respective locationany employee who is on a leave of absence of any nature, hire date paid or unpaid, and cumulative length of service, position, compensation sets forth for each such individual the following: (i) name; (ii) title or position (including but not limited to salary, bonus and commissions), eligibility to participate in shortwhether full-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time); (iii) hire date; (iv) current annual base compensation rate or contract fee; and (v) commission rate, active eligibility for discretionary bonus or nonother incentive-active based compensation arrangement. As of the date hereof, all compensation, including wages, commissions, bonuses and fees due and payable to all employees, independent contractors or consultants of the Company for services performed on or prior to the date hereof have been paid in full.
(c) Neither the Company nor any of its Subsidiaries is a party to, bound by, or negotiating any collective bargaining agreement or other Contract with any union, works council, or labor organization (collectively “Union”), and if non-activethere is not, and has not been since the reason Original Acquisition Date, any Union representing or purporting to represent any employee of the Company, and, no Union or group of employees is seeking or has sought to organize employees for leave)the purpose of collective bargaining.
(i) to the Company’s knowledge, there are and whether they are subject to a written employment Contract as well as a list since the Original Acquisition Date have been no union organizing activities involving employees of all former Senior Management Employees to whom the Company or any of its Subsidiaries Subsidiaries, (ii) there are no pending or, to the Company’s knowledge, overtly threatened strikes, slowdowns, work stoppages, walkouts, lockouts, concerted refusal to work overtime, or similar material labor disputes, and no such disputes have occurred since the Original Acquisition Date and (iii) since the Original Acquisition Date, there are no pending or, to the Company’s knowledge, overtly threatened, unfair labor practice charges or complaints against the Company or any of its Subsidiaries. The Company has no duty to bargain with any Union.
(d) To the Company’s knowledge, the Company is and, since the Original Acquisition Date, has been, in any material compliance with federal, state, and local employment laws, rules, and regulations, including Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or may benefits, immigration, wages, hours, overtime compensation, child labor, hiring, and termination of employees, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave and unemployment insurance. To the Company’s knowledge, all individuals characterized and treated by the Company as independent contractors or consultants are and, since the Original Acquisition Date, have been, properly treated as independent contractors under all applicable Laws. To the Company’s knowledge, all employees of the Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. To the Company’s knowledge, the Company is in compliance with and, since the Original Acquisition Date, has materially complied with all immigration laws, including Form I-9 requirements and any outstanding obligations, indicating the nature and the value of such applicable mandatory E-Verify obligations.
(be) Section 3.1(33)(b) Since the date of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000Latest Balance Sheet, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or of its Subsidiaries that he has (i) issued any notification of a plant closing or she intends to resignmass layoff required by WARN, retire or terminate his (ii) taken any action which would constitute a “plant closing” or her engagement with “mass layoff” within the Company as a result meaning of WARN, except for actions undertaken reasonably in response to, or in connection with, any COVID-19 Measures in which case the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are undertook such actions in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither Laws. Neither the Company nor any Subsidiary of its Subsidiaries has been reassessed in present intentions to undertake any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed action in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstandingfuture that would trigger WARN.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Employees. (a) Section 3.1(33)(aSchedule 4.11(a) of the Company Disclosure Letter sets out (without names lists each employee or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company STS or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As as of the date of this Agreement, there states the total number of employees or independent contractors and shows for each such employee or independent contractor, and in the aggregate, full-time, part-time and temporary status.
(b) Schedule 4.11(b) lists each employee or independent contractor of STS or any Subsidiary as of the date of this Agreement and shows for each such employee annual salary or hourly compensation (with historical annual compensation for the most recently completed fiscal year), accrued and unused vacation hours and any other compensation payable (including compensation payable pursuant to bonus, incentive, deferred compensation or commission arrangements), date of employment and position. To the Knowledge of the Selling Companies, no executive employee of STS and no group of employees of STS or any Subsidiary has any plans to terminate his, her or their employment. Neither STS nor any Subsidiary has any labor relations problem pending or, to the Knowledge of the Selling Companies, threatened, and its labor relations are no claims satisfactory.
(c) The employment of any terminated former employee of STS or potential claims which may materially adversely affect any Subsidiary has been terminated in accordance with any applicable contract terms and applicable Law, and neither STS nor any Subsidiary has any liability under any contract or applicable Law toward any such terminated employee. The transactions contemplated by this Agreement will not cause STS or any Subsidiary to incur or suffer any liability relating to, or obligation to pay, severance, termination or other payment to any Person.
(d) Neither STS nor any Subsidiary has made any loans (except advances for business travel, lodging or other expenses in the Company Ordinary Course of Business) to any employee of STS or any Subsidiary’s accident cost experience.
(ie) The Company has disclosed in the Data Room all orders No employee of STS or any Subsidiary is covered by any collective bargaining agreement, and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstandingcollective bargaining agreement is being negotiated.
(jf) The Company STS and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect each of the engagement Subsidiaries has paid in full to all employees all wages, salaries, bonuses and commissions due and payable to such employees and has fully reserved in its books of foreign workers. No audit account all amounts for wages, salaries, bonuses and commissions due but not yet payable to such employees.
(g) There has been no lay-off of employees or work reduction program undertaken by or on behalf of STS or any Governmental Authority is being conductedSubsidiary in the past two years, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit program has resulted in been adopted by STS or any Subsidiary or publicly announced, except for the revocation termination of any work permit or Labour Market Impact Assessmentemployment of all employees contemplated by Section 6.11(a) of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Iowa Telecommunications Services Inc)
Employees. (ai) Section 3.1(33)(aThe Vendor is not a party to or bound by any contract or commitment to pay any management fee pertaining to the Business except as disclosed in Schedule C.
(ii) The Vendor does not have any written employment contract or consulting contract relating to the Business with any person whomsoever except as disclosed in Schedule C.
(iii) Schedule C sets out:
A. the names of all employees or consultants of the Company Disclosure Letter sets out (without names Business;
B. their annual salary or employee numbers) a true and complete list remuneration;
C. their job title;
D. whether any such employees are on any approved or statutory leave of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plansabsence and, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-activeso, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationsabsence.
(biv) Section 3.1(33)(b) of The Vendor is not bound by or a party to any collective bargaining agreement relating to the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationBusiness.
(cv) All written Contracts in relation To the best of the knowledge of the Vendor, no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent:
A. holds bargaining rights with respect to Senior Management Employees any employees of the Business by way of certification, interim certification, voluntary recognition, designation or successor rights;
B. has applied to be certified as the bargaining agent of any employees of the Business; or
C. has applied to have the Vendor declared a related employer or successor employer pursuant to applicable labour legislation,
(vi) To the best of the knowledge of the Vendor, there are no actual, threatened or pending organizing activities of any trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent or any actual, threatened or pending unfair labour practice complaints, strikes, work stoppages, picketing, lock-outs, hand-bxxxxxxx, boycotts, slowdowns, arbitrations, grievances, complaints, charges or similar labour related disputes or proceedings pertaining to the Business, and there have not been any such activities or disputes or proceedings within the last year, except as disclosed in Schedule C.
(vii) To the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result best of the transactions contemplated by this Agreement or otherwiseknowledge of the Vendor, all material vacation pay for employees of the Business is properly reflected and accrued in the books and accounts of the Vendor.
(dviii) The Company and its Subsidiaries are Since July 22, 2004, there have been no changes in material compliance with all the terms and conditions of employment and all Law respecting employmentof any employees of the Business, including pay equitytheir salaries, wagesremuneration and any other payments to them, hours of workand there have been no changes in any remuneration payable or benefits provided to any officer, overtimedirector, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) consultant or independent or dependent contractor of the Company Disclosure Letter there are no outstanding claimsBusiness, complaints, investigations and the Vendor has not agreed or orders under otherwise become committed to change any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiaryforegoing since that date.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Employees. (a) Section 3.1(33)(a) To the Knowledge of any of the Company Sellers and the directors and officers of LTEL and its Subsidiaries, no executive, key employee, or significant group of employees plans to terminate employment with any of LTEL and its Subsidiaries during the next twelve (12) months. Section 4.23 of the Disclosure Letter Schedule sets out (without forth the names or employee numbers) a true and complete list of all Senior Management Employeesdirectors and officers of LTEL and its Subsidiaries, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to the total salary, bonus bonus, fringe benefits and commissions)perquisites each received from LTEL or its Subsidiaries in the period ended September 30, eligibility 2003, and there have been no changes to participate the foregoing which have occurred subsequent to September 30, 2003, other than changes in short-term and long-term incentive plans (and grants received under these plansthe Ordinary Course of Business consistent with past practice. Except as disclosed in Section 4.23 of the Disclosure Schedule, if any)there are no other forms of compensation paid to any such director or officer of LTEL or its Subsidiaries. Except as set forth in Section 4.23 of the Disclosure Schedule, benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or neither LTEL nor any of its Subsidiaries has become obligated, directly or may have indirectly, to any outstanding obligationsstockholder, indicating the nature and the value director or officer of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company LTEL or its Subsidiaries that he or she intends any person related to resignsuch person by blood or marriage, retire or terminate his or her engagement with except for current liability for such compensation. Except as set forth in Section 4.23 to the Company as a result Disclosure Schedule, to the Knowledge of the Sellers and the directors and officers of LTEL, no stockholder, director, officer, agent or employee of LTEL or its Subsidiaries or any person related to such person by blood or marriage holds any position or office with or has any material financial interest, direct or indirect, in any supplier, customer or account of, or other outside business which has material transactions contemplated by this Agreement with, LTEL or otherwise.
(d) The Company its Subsidiaries. None of LTEL and its Subsidiaries are in is a party to or bound by any collective bargaining agreement, nor has any of them experienced any strike or material compliance with all terms grievance, claim of unfair labor practices, or other collective bargaining dispute within the past three years. None of LTEL and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) its Subsidiaries has committed any material unfair labor practice. None of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law Sellers and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days the directors and benefits under Employee Plans officers of LTEL and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee its Subsidiaries has any agreement as Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or employees of any of LTEL and its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Samples: Exchange Agreement (Fonix Corp)
Employees. (a) Section 3.1(33)(a) To the Knowledge of any of the Company Sellers and the directors and officers of G-Soft and its Subsidiaries, no executive, key employee, or significant group of employees plans to terminate employment with any of G-Soft and its Subsidiaries during the next twelve (12) months. Section 4.23 of the Disclosure Letter Schedule sets out (without forth the names or employee numbers) a true and complete list of all Senior Management Employeesdirectors and officers of G-Soft and its Subsidiaries, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to the total salary, bonus bonus, fringe benefits and commissions)perquisites each received from G-Soft or its Subsidiaries in the period ended December 31, eligibility 2007, and there have been no changes to participate the foregoing which have occurred subsequent to December 31, 2007, other than changes in shortthe Ordinary Course of Business consistent with past practice. Except as disclosed in Section 4.23 of the Disclosure Schedule, there are no other forms of compensation paid to any such director or officer of G-term and longSoft or its Subsidiaries. Except as set forth in Section 4.23 of the Disclosure Schedule, neither G-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or Soft nor any of its Subsidiaries has become obligated, directly or may have indirectly, to any outstanding obligationsstockholder, indicating the nature and the value director or officer of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company G-Soft or its Subsidiaries that he or she intends any person related to resignsuch person by blood or marriage, retire or terminate his or her engagement with except for current liability for such compensation. Except as set forth in Section 4.23 to the Company as a result Disclosure Schedule, to the Knowledge of the Sellers and the directors and officers of G-Soft, no stockholder, director, officer, agent or employee of G-Soft or its Subsidiaries or any person related to such person by blood or marriage holds any position or office with or has any material financial interest, direct or indirect, in any supplier, customer or account of, or other outside business which has material transactions contemplated by this Agreement with, G-Soft or otherwise.
(d) The Company its Subsidiaries. None of G-Soft and its Subsidiaries are in is a party to or bound by any collective bargaining agreement, nor has any of them experienced any strike or material compliance with all terms grievance, claim of unfair labor practices, or other collective bargaining dispute within the past three years. None of G-Soft and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) its Subsidiaries has committed any material unfair labor practice. None of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law Sellers and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days the directors and benefits under Employee Plans officers of G-Soft and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee its Subsidiaries has any agreement as Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or employees of any of G-Soft and its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Samples: Exchange Agreement (Fonix Corp)
Employees. (a) Section 3.1(33)(a) 3.16 of the Company IVS Disclosure Letter Schedule sets out (without names or employee numbers) forth a true and complete list of all Senior Management Employeesthe names, whether actively at work titles, annual salaries (or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or wage rates for non-active (and if non-active, the reason for leave)salaried employees) and whether they are subject to a written employment Contract as well as a list other compensation of all former Senior Management Employees to whom the Company or any employees of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value IVS. None of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee employees has indicated to the Company IVS or its Subsidiaries any IVS Seller that he or she intends to resign, resign or retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwiseotherwise within two years after the Closing Date. No third party has asserted any claim or has any reasonable basis to assert any claim against IVS that either the continued employment by, or association with, IVS or of any of the present officers or employees of, or consultants to, IVS contravenes any agreements or laws applicable to unfair competition, trade secrets or proprietary information. Except as set forth on Section 3.16 of the IVS Disclosure Schedule, IVS has no employment contract, agreement regarding proprietary information, non-competition agreement, non-solicitation agreement, confidentiality agreement, or any other similar contract or restrictive covenant, relating to the right of any employee or consultant of the IVS Business.
(b) IVS has no collective bargaining arrangements or agreements covering any of their respective employees. There is no labor strike, dispute, slowdown, work stoppage or lockout that is pending or, to the knowledge of IVS or any IVS Seller, threatened against or otherwise affecting the IVS Business, and the IVS Business has not experienced the same. IVS has not closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement or separation program at any time, nor has IVS planned or announced any such action or program for the future with respect to which the IVS Business has any material liability. At the Closing, all salaries, wages, vacation pay, bonuses, commissions and other compensation due from IVS will have been paid.
(c) Except as set forth in Section 3.16 of the IVS Disclosure Schedule, IVS does not have, or contribute to, any pension, profit-sharing, option, other incentive plan, or any other type of Employee Benefit Plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended), or have any obligation to or customary arrangement with employees for bonuses, incentive compensation, vacations, severance pay, sick pay, sick leave, insurance, service award, relocation, disability, tuition refund, or other benefits, whether oral or written. Neither IVS nor any of its affiliates has incurred with respect to any Employee Benefit Plan any liability to the Pension Benefit Guaranty Corporation or other liability.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions No employee of employment and all Law respecting employmentIVS will become entitled to any retirement, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than severance or similar benefit or enhanced benefit solely as disclosed in Section 3.1(33)(d) a result of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claimtransactions contemplated hereby.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Samples: Acquisition Agreement (S&W Seed Co)
Employees. (a) Section 3.1(33)(a) The Company has previously delivered or made available to Buyer the following information with respect to each Active Employee and Active Consultant of the Company Disclosure Letter sets out Company: name, age, classification as an employee or independent contractor/consultant, date of commencement of employment or engagement, job title, reporting relationship, work location (without names city and state), current base salary or employee numbers) hourly rate of compensation or contract fee, part-time or full-time status, Fair Labor Standards Act classification (exempt/non-exempt), any change in compensation since October 31, 2020, current commission and incentive compensation participation and eligibility, bonus or incentive arrangements, immigration status if not a true and complete list of all Senior Management EmployeesU.S. citizen, whether actively at work or not, including their respective location, hire date and cumulative length on a leave of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (absence and if non-activeso, the reason for leavesuch leave and the expected return-to-work date, and sick and vacation leave and other paid time off that is accrued and unused.
(b) The Company is not, and never has 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 whether they are subject there is not, and to a written employment Contract as well as a list the Knowledge of all former Senior Management Employees the Company never has been, any Union representing or purporting to whom represent any employee of the Company, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There is not and has never been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Company or any of its Subsidiaries has or may have employees. The Company is under no obligation to bargain with any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationUnion.
(c) All written Contracts The Company has withheld all amounts required by Law or Contract to be withheld from the wages, salaries, and other payments to employees, and the Company 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 has paid in relation full to Senior Management Employees have been disclosed all employees and Consultants all wages, salaries, fees, commissions, bonuses, benefits and other compensation due to or on behalf of such employees and Consultants, as applicable. The Company is not liable for any payment to any trust or other fund or to any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the Data Roomnormal course of business and consistent with past practice). No such employee has indicated There are no pending or, to the Knowledge of the Company, threatened Proceedings against the Company under any workers’ compensation plan or its Subsidiaries that he policy or she intends for long term disability. The Company does not have any obligations under COBRA with respect to resignany former employees or qualifying beneficiaries thereunder. Except as set forth on Section 4.19(c) of the Disclosure Schedules, retire the Company is and at all times in the past has been in compliance with all applicable Laws respecting employment and employment practices and terms and conditions of employment, including any such Laws respecting labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or terminate his or her engagement benefits, immigration, wages, hours, overtime compensation, employee classification (exempt/nonexempt), independent contractor/consultant classification, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave and unemployment insurance. All Consultants are properly classified as independent contractors under all applicable Laws. All Active Employees classified as exempt under the Fair Labor Standards Act and similar state and local wage and hour laws are properly classified. The Company has complied with the Company as a result of WARN Act, and it has no plans to undertake any action in the transactions contemplated by this Agreement or otherwisefuture that would trigger the WARN Act.
(d) The Except as set forth on Section 4.19(d) of the Disclosure Schedules, there are and have been no claims, charges, complaints, grievances, investigations, disciplinary matters or controversies pending or, to the Knowledge of the Company, threatened, between the Company and its Subsidiaries are any of the Active Employees, Active Consultants, former employees of the Company or former Consultants, which claims, charges, complaints, grievances, investigations, disciplinary matters or controversies have resulted or could result in material compliance with all terms and conditions of employment and all Law respecting employmenta Proceeding, including pay equityany claims, charges, complaints, grievances, investigations, disciplinary matters or controversies relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours hours, overtime compensation, employee classification (exempt/non-exempt), independent contractor/consultant classification, child labor, hiring, promotion and termination of workemployees, overtimeworking conditions, vacationmeal and break periods, human rights and occupational privacy, health and safety, andworkers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders employment-related matter arising under any such Law and there is no basis for such claimapplicable Laws.
(e) All amounts due The Company is in compliance with and has complied with all immigration Laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. The Company maintains a Form I-9 for each employee for whom such a Form I-9 must be maintained, and the Company has delivered to Buyer complete and correct copies of valid Form I-9s for each such employee. No charge or accrued due for all salarycomplaint against the Company is pending or, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in to the books and records Knowledge of the Company or Company, threatened under the Immigration Reform and Control Act of the applicable Subsidiary1986, as amended.
(f) Except To Company’s Knowledge, no Active Employee or Active Consultant is a party to or bound by any agreement that (i) could adversely affect the performance of his or her duties as disclosed in Section 3.1(33)(fan employee or Consultant other than for the benefit of the Company, (ii) could adversely affect the ability of the Company Disclosure Letterto conduct its businesses, (iii) 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 (iv) requires him or her to transfer, assign or disclose information concerning his or her work to anyone other than the Company. To the Knowledge of the Company, no Company Active Employee or Active Consultant has any agreement as to length of notice or severance payment required plans to terminate his or her employmentemployment or engagement with the Company. Except as set forth in Section 4.19(f) of the Disclosure Schedules, other than such as results from Law from the employment of an employee without an agreement as each of the Active Employees is “at will” and the Company has no obligation to provide any particular form or period of notice or severanceprior to terminating the employment of any Active Employee.
(g) Except as disclosed in set forth on Section 3.1(33)(g4.19(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating toSchedules, the Arrangement, including a change of control Company does not have and has never had any employees located outside of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure LetterUnited States and does not have, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years andlast 12 months has not had, to any Consultants located outside the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSAUnited States. The Company has complied in provided Buyer with executed copies of all material respects with any orders issued under OHSA employment agreements, service provider agreements, consulting agreements, independent contractor agreements, and there are no appeals of any orders under OHSA currently outstanding.
(j) The other agreements between the Company and its Subsidiaries each Active Employee or Active Consultant and each former employee or former contractor to whom further payments are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or may become due or who have or may have performance obligations to the knowledge of the Company pendingCompany, in respect of any foreign workers including all agreements regarding competitive business activities, proprietary and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessmentconfidential information and intellectual property, and all offer letters pertaining to all Active Employees.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Benson Hill, Inc.)
Employees. (aSchedule 2.22(a)(i) Section 3.1(33)(a) hereto sets forth a complete and accurate list of all employees of the Company Disclosure Letter as of the date hereof: (i) showing for each as of that date the employee’s name, job title or description, hourly rate or salary level, including any bonus, commission, deferred compensation or other remuneration arrangements paid or accrued as of the date hereof, indicating whether such employee is on disability or job-protected leave or other approved leave of absence, whether paid or unpaid, (indicating the reasons for the leave of absence and the expected return date), and (ii) also showing any bonus, commission or other remuneration other than salary paid during the Company’s fiscal year ended December 31, 2018 or paid or accrued during 2019, the date and amount of such employee’s most recent compensation increase, the date of employment of such employee, and the accrued vacation time and sick leave or other paid time off of such employee. Schedule 2.22(a)(i) also sets out (without names or employee numbers) a true and complete list forth the aggregate amount of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited bonuses paid to salary, bonus and commissionsemployees by the Company in 2019 to date. Except as set forth on Schedule 2.22(a)(ii), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject none of such employees is a party to a written employment Contract with the Company (other than form offer letters entered into by employees in the Ordinary Course of Business which have been provided to the Buyer and are listed on Schedule 2.14(a))and each is employed “at will.” Except as well set forth in Schedule 2.22(a)(iii), the Company has paid in full to all employees all wages, salaries, commissions, bonuses and other compensation due to such employees as a list of all former Senior Management Employees the date hereof, and there are no severance payments which are or could become payable by the Company to whom any such employees under the terms of any agreement or commitment or any Law. Except as set forth in Schedule 2.22(a)(iv), each such employee has entered into the Company’s standard form of employee non-disclosure, inventions and restrictive covenants agreement with the Company. To the Company’s Knowledge, there are no agreements between any employees and any other Person which would restrict, in any manner, such employee’s ability to perform services for the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value right of such obligations.
(b) Section 3.1(33)(b) of employee to compete with any Person or sell to or purchase from any Person. To the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company Company’s Knowledge, no officer or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor employee of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required current intention to terminate his or her employment, other than such as results from Law from employment with the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) Company. All current and former employees of the Company Disclosure Letterclassified as exempt under the Fair Labor Standards Act of 1938, there are no change of control paymentsas amended, golden parachutesand state and local wage and hour Laws are, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three last four (4) years andhave been, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experienceproperly classified.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Samples: Merger Agreement (Cubic Corp /De/)
Employees. (a) Section 3.1(33)(aFull particulars of all the directors, officers, employees and consultants of the Company (each, an “Employee”), including their present compensation packages, are disclosed in Part 2.15(a) of the Company Disclosure Letter sets out (Schedule, which particulars show all benefits including, without names or employee numbers) a true and complete list of all Senior Management Employeeslimitation, whether actively at work or notsalaries, including their respective locationdirectors’ fees, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), social benefits, vacation entitlement bonuses, commissions, profit shares, automobile, reimbursement of expenses and benefits in days, current status kind (full time “Benefits”) payable or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom which the Company is bound to provide (whether now or any in the future) to each director, officer, employee and consultant of its Subsidiaries has or may have any outstanding obligationsthe Company, indicating the nature and the value of such obligationsare true, accurate and complete.
(b) Section 3.1(33)(bExcept as disclosed in Part 2.15(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company Schedule, no employee or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor consultant of the Company has been properly classified as an independent contractor and neither dismissed in the Company nor any Subsidiary last six months or has received any given notice from any Governmental Entity disputing such classificationof termination of his employment.
(c) All written Contracts Part 2.15(c) of the Company Disclosure Schedule includes the form of contracts under which all of the Company’s employees and consultants, at the date hereof, are engaged.
(d) Subject to the provisions of any applicable law and except as set forth in relation to Senior Management Employees have been disclosed in Part 2.15(d) of the Data Room. No such employee has indicated to Company Disclosure Schedule, there are no agreements or arrangements (whether legally enforceable or not) for the payment of any pensions, allowances, lump sums, or other like benefits on retirement or on death or termination or during periods of sickness or disablement for the benefit of any employee, director or officer of the Company or for any former employee, director or officer of the Company or for the benefit of the dependents of any such individual in operation at the date hereof.
(e) All the Benefits to which any employee, officer or director of the Company or any former officer, director or employee of the Company is or may be entitled including, inter alia, leave and health, have been paid or adequately provided for in the Company Financial Statements. The Company has made full provision for and has made all necessary payments in connection with severance pay that may be owed to any employee, officer or director of the Company.
(f) A complete list of all of the outstanding shares and options granted to or purchased by employees, directors, officers or consultants of the Company, and their respective vesting schedules, is set forth in Part 2.15(f) of the Company Disclosure Schedule. Except as set forth therein, the Company does not maintain any share incentive scheme, share option scheme or profit sharing scheme for the benefit of any of its Subsidiaries that he directors, officers, employees or she intends consultants.
(g) Neither the execution, delivery or performance of this Agreement, nor the consummation of any of the other transactions contemplated by this Agreement, will result in any payment (including any bonus, golden parachute or severance payment) to resignany current or former employee, retire officer or terminate his director of the Company (whether or her engagement with not under any incentive plan), or materially increase the benefits payable under any incentive plan, or result in any acceleration of the time of payment or vesting of any such benefits.
(h) Part 2.15(a) of the Company Disclosure Schedule contains a list of all salaried employees and consultants of the Company as of the date of this Agreement, and correctly reflects, in all material respects, their salaries, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation or commission arrangements), their dates of employment and their positions. The Company is not a result party to any collective bargaining contract or other Contract with a labor union involving any of its employees. All of the Company’s employees are “at will” employees and may be dismissed by providing up to forty five (45) days notice.
(i) There are no employees who are not fully available to perform work because of disability or other leave and sets forth the basis of such leave and the anticipated date of return to full service.
(j) The Company is in compliance with all applicable Legal Requirements and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters.
(k) The Company is not aware of any organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Company; nor is the Company aware of any controversies, strikes, slowdowns or work stoppages pending or threatened between the Company and any of its employees. The consummation of any of the transactions contemplated by this Agreement or otherwise.
(d) The Company will not have a Material Adverse Effect on the Company’s labor relations, and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) none of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of Company’s employees has notified the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required intention to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Samples: Asset and Share Purchase Agreement (Elbit Vision Systems LTD)
Employees. (ai. Schedule 7(p) Section 3.1(33)(a) lists the following information for each employee, officer and manager of the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims including each employee on leave of absence or potential claims which may materially adversely affect layoff status: (1) name; (2) job title; (3) current annual base salary or annualized wages; (4) bonus compensation earned during Company’s last fiscal year; (5) vacation accrued and unused; (6) service credited for purposes of vesting and eligibility to participate under Company Plans; (7) entitlements to any bonus, wage increase, severance or overtime pay; (8) term of current employment agreement or designation as an employee at will; and (9) the Company Membership Interests beneficially owned by each such employee. Schedule 7(p) also lists the following information for each consultant, independent contractor, or any Subsidiaryother advisor of Company, as of the date of this Agreement: (x) name; (y) services performed during Company’s accident cost experiencelast fiscal year; and (z) compensation received from Company with respect to services performed during Company’s last fiscal year.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”ii. Except as otherwise set forth on Schedule 7(p). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or as contemplated by this Agreement, to the knowledge of the Company, (i) neither any executive employee of Company pendingnor any other of Company’s employees has any plan to terminate his, in respect her or its employment; (ii) Company has no material labor relations problem pending and its labor relations are satisfactory; (iii) there are no workers’ compensation claims pending against Company nor is Company aware of any foreign workers and facts that would give rise to such a claim; (iv) no such prior audit has resulted in the revocation employee of Company is subject to any secrecy or noncompetition agreement or any other agreement or restriction of any work permit 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 of Company; and (v) no employee or Labour Market Impact Assessmentformer employee of Company has any claim with respect to any intellectual property rights of Company set forth on Schedule 7(p)ii).
Appears in 1 contract
Employees. (a) Section 3.1(33)(a) of the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as Schedule 4.17 contains a list of all former Senior Management Employees employment, confidentiality, non-competition or non-solicitation agreements to whom which the Company or and any of its Subsidiaries has or may have any outstanding obligations, indicating the nature employee are a party (and the value of such obligations.
(b) Section 3.1(33)(b) copies of the Company Disclosure Letter contains same have been delivered to Acquiror) and a correct complete and complete accurate list of the following information for each current employee of the Company, including part-time employee and each employee on leave of absence or layoff status (each an “Employee”): name of entity for which services are provided; name of Employee; job title; date of hire; and current compensation, including salary, wages, bonus, accrued vacation and other remuneration. Except as set forth on Schedule 4.17, none of the persons engaged in the business is an independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified treated as an independent contractor and neither by the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during within the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
five (i5) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSAyears. The Company has complied in all material respects with any orders issued under OHSA all Tax withholding, Tax reporting, and there are no appeals of any orders under OHSA currently outstandingother similar obligations with respect to each person engaged in the business by the Company.
(jb) No Employee is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non-competition agreement, between such Employee and any other Person that in any way adversely affects or will affect: (i) the performance of its duties as an Employee of the Company; or (ii) the ability of the Company to conduct its business. To the Company’s and Selling Shareholders’ Knowledge, no officer or key Employee of the Company intends to terminate his or her employment with the Company.
(c) None of the Employees are represented by a union or other labor organization, and neither the Company is a party to any collective bargaining or other labor agreement with respect to any Employee or the business conducted by the Company. To the Knowledge of the Company and Selling Shareholders, no union or labor organization is seeking to organize or represent any of the Employees. None of the Employees is under investigation or the subject of any claim or litigation asserting that such Employee has engaged in improper conduct in the course of such person’s employment by the Company or with respect to the Company’s business, including without limitation any investigation, claim or litigation relating to sexual harassment, employment discrimination or unlawful conduct.
(d) The Company and its Subsidiaries are has complied in compliance all respects with all terms legal requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and conditions similar Taxes and occupational safety and health. The Company is not liable for the payment of any work permits and Labour Market Impact Assessments received in respect compensation, damages, Taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessmentforegoing legal requirements.
Appears in 1 contract
Samples: Merger Agreement (Solar Power, Inc.)
Employees. (ai) Section 3.1(33)(aSchedule 4(s)(i) of the Company Disclosure Letter sets out (without names or employee numbers) contains a true and complete list of all Senior Management Employees, whether actively at work or noteach Applicable Business Employee, including their respective his or her name, job title, location, hire status as exempt or non-exempt, and current hourly rate, annual base salary or fees and annual target bonus opportunity, to the extent applicable, paid or payable, bonuses, commissions and incentives paid during the last twelve (12) months and accrued but unpaid paid time off, and current leave status (if applicable).
(ii) All compensation, including wages, commissions, and bonuses, vacation and other paid time off, and other direct compensation for any service performed payable to any former or current employee or independent contractor performing work for the Business for services performed on or prior to the date hereof have been paid in full (or accrued in full). There are no outstanding agreements, understandings or commitments of Target or, with respect to the Business, Seller, regarding any current or former employee who has performed work for the Business with respect to any compensation, commissions, vacation and cumulative length other paid time off, or bonuses except as set forth on Schedule 4(s)(ii).
(iii) Neither Target, nor, with respect to the Business, Seller have in the past three (3) years had any contract or leased workers who performed work on their behalf. Neither Target, nor, with respect to the Business, Seller have any employees who hold temporary (non-immigrant) visas that are working for the Business. During the past three (3) years neither Target, nor, with respect to the Business, Seller have entered into any contractual obligations with any employee or prospective employee to assist in obtaining permanent residence on behalf of servicethe employee.
(iv) Neither Target nor, positionwith respect to the Business, compensation Seller, have experienced any strikes, labor grievances or arbitrations, other collective bargaining disputes, and have not committed or experienced any unfair labor practice charge. To the Knowledge of Target and Seller, no labor union, organization, or other collective bargaining unit represents or claims to represent Target’s employees and to the Knowledge of Target and Seller, no organizational effort has been made within the past three (3) years or is being made or threatened by or on behalf of any labor union with respect to employees of Target or, with respect to the Business, Seller. No labor union, labor organization, or group of employees who work for the Target or the Business of Seller has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. Neither Target nor, with respect to the Business, the Seller is a party to any collective bargaining agreement, project labor agreement, or other contract or agreement, commitment or arrangement with any labor organization or other representative of any of Target’s employees, nor is any such agreement, contract, commitment or arrangement presently being negotiated.
(v) No action, complaint, charge, inquiry, proceeding or investigation by or on behalf of any employee, prospective employee, former employee, labor organization or other representative of Target’s employees or (with respect to the Business) Seller’s employees is pending or, to the Knowledge of Target, threatened. None of Target’s or Seller’s (with respect to the Business) employment policies or practices relating to the Business are currently being audited or investigated by any Governmental Entity. Neither Target nor Seller (with respect to the Business), has received since January 1, 2014: (i) written notice of any unfair labor practice charge or complaint pending or threatened before the National Labor Relations Board or any other Governmental Entity, (ii) written notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures, (iii) written notice of any charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, (iv) written notice of the intent of any Governmental Entity 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 or relating to them or notice that such investigation is in progress, or (v) written notice of any complaint, lawsuit or other proceeding pending or threatened in any forum by or on behalf of any present or former employee, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortuous conduct in connection with the employment relationship. Seller (with respect to the Business) and Target are not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices.
(vi) Seller (with respect to the Business) and Target are and have been in compliance with during the last three (3) years all applicable Laws, agreements, contracts, policies, plans, and programs relating to employment, employment practices, compensation, benefits, hours, terms and conditions of employment, and the termination of employment, including but not limited to salary, bonus any obligations pursuant to the Worker Adjustment and commissionsRetraining Notification Act of 1988 and similar state and local laws (collectively “WARN Act”), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active the proper classification of employees as exempt or non-active (and if non-activeexempt from overtime pay requirements, the reason for leave)) provision of required meal and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligationsrest breaks, indicating the nature and the value proper classification of such obligationsindividuals as contractors or employees, equal opportunity, hiring, collective bargaining, the payment of social security and other Taxes, health and safety, child labor, immigration, providing of leave and sick pay, and the termination of employment, use of background checks and reports, use of selection procedures and tests, affirmative action, workers’ compensation, labor relations, and unemployment insurance.
(bvii) Section 3.1(33)(bExcept as set forth on Schedule 4(s)(vii), Seller (with respect to the Business) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or will not have to make any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor payments and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
Seller (c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated with respect to the Company Business) nor Target will have any liability under any benefit or its Subsidiaries that he severance policy, practice, agreement, plan, or she intends to resign, retire program which exists or terminate his or her engagement with the Company arises under any applicable Law as a result of or in connection with the transactions contemplated by this Agreement or otherwisehereunder.
(dviii) The Company In connection with the operation of the Business, during the last three (3) years, (i) Seller has properly classified all current and its Subsidiaries are in material compliance with former employees, directors, individual consultants, temporary employees, leased employees, or any agents under all terms and conditions of employment and all Law respecting employmentapplicable Laws, including pay equityfor Tax purposes and for participation in any benefit plans, and (ii) Seller has, within the time and in the manner prescribed by law, withheld and paid over to the proper Tax authority all amounts required to be so withheld and paid over under applicable Laws and is not liable for any arrears of wages, hours of worktaxes, overtimepenalties, vacation, human rights and occupational health and safety, and, or other than as disclosed in Section 3.1(33)(d) sums for failure to comply with any of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claimforegoing.
(eix) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days The execution of this Agreement and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records consummation of the Company or of the applicable Subsidiary.
(f) Except as disclosed Transactions will not result in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts breach or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or violation of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Lettercollective bargaining agreement, there are no material outstanding assessmentsemployment agreement, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company consulting agreement or any Subsidiary other labor-related agreement to which Target or Seller is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experiencea party.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Healthstream Inc)
Employees. (a) Section 3.1(33)(aSchedule 4.18(a) lists each Business Employee and each independent contractor of any Company and its respective Subsidiaries (the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions“Independent Contractors”), eligibility and includes the following information with respect to participate in short-term each such individual, as applicable: indication as to whether a Business Employee or Independent Contractor, and long-term incentive plans (and grants received under these plansif a Business Employee, if any), benefits, vacation entitlement in days, current status (indication as to whether a Foreign Employee; title or position; location; whether full time or part-part time, active ; classification as exempt or non-active exempt; original hire or engagement date; employing entity; annualized salary or rate of pay (for Business Employees) or year to date compensation (for Independent Contractors); and if non-active, the reason for leaveleave status (including duration of leave and expected return to work date)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the No Company or Subsidiary thereof is currently negotiating any subsidiary employment, severance, retention, change of control or similar Contract with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.Person;
(c) All written Contracts in relation to Senior Management To Sellers’ Knowledge, no executive Business Employee or material Independent Contractor of any Company or Subsidiary thereof and no group of Business Employees have been disclosed in the Data Room. No such employee or material Independent Contractors of any Company or their respective Subsidiaries has indicated communicated to the Company or its their respective Subsidiaries that he any plans to terminate his, her or she intends to resign, retire their employment or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwiseengagement.
(d) The Company and its Neither the Companies nor any of their respective Subsidiaries are party to or bound by the terms of any collective bargaining agreement or any other Contract with any labor union or representative of employees, and no such agreements are currently being negotiated. Since January 1, 2016, there have been no labor disputes existing or, to Sellers’ Knowledge, threatened in writing involving organizing activity, strikes, work stoppages, slowdowns, picketing or any other material compliance interference with all terms and conditions work or production, or any other concerted action by employees of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the any Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claimSubsidiary thereof.
(e) All amounts due or accrued due for Business Employees and Independent Contractors (and former employees and independent contractors of each Company and Subsidiary thereof) have been paid in full all salary, wages, bonusessalaries, commissions, vacation with pay, sick days and benefits under Employee Plans bonuses and other similar accruals have either been paid or are accurately reflected in the books compensation due and records payable to such employees and contractors as of the Company or of the applicable SubsidiaryClosing.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice The Companies and their respective Subsidiaries have filed all necessary immigration or severance payment other documentation required to terminate his or her employment, other than such as results from Law from the comply with applicable Laws relating to labor and employment for each Business Employee and Independent Contractor of an employee without an agreement as to notice or severanceeach Company and Subsidiary thereof.
(g) Except as disclosed With respect to any Business Employee, Independent Contractor, employee representative (or former employees and independent contractors of each Company and Subsidiary thereof) or other Person (A) the Companies and their Subsidiaries are, and have been since January 1, 2016, in Section 3.1(33)(gcompliance in all material respects with all federal, state, local and foreign Laws regarding employment or labor practices and policies, including but not limited to all Laws relating to discrimination or harassment in employment, terms and conditions of employment, termination of employment, wages, disability rights or benefits, occupational safety and health, the Fair Labor Standards Act of 1938, and applicable state and local wage and hour Laws, employee whistle-blowing, immigration, workers' compensation, employee leave issues, affirmative action, unemployment insurance, plant closures and layoffs, employment practices and classification (collectively, the “Labor and Employment Laws”), and (B) of the Company Disclosure Letter, there are no change of control paymentspending or, golden parachutesto the Sellers’ Knowledge, severance paymentsthreatened, retention paymentsmaterial outstanding orders, Contracts settlements, consent decrees, or other conciliation agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation ofOffice of Federal Contract Compliance Programs, the Equal Employment Opportunity Commission, or any other Governmental Entity against the Companies or any of their Subsidiaries relating to, the Arrangement, including to claims alleging a change of control of the Company or violation of any of its Subsidiariesapplicable Labor and Employment Law.
(h) Except as disclosed in Section 3.1(33)(h) Neither the Companies nor any of the Company Disclosure Letter, there their Subsidiaries are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant subject to any workplace safety and insurance legislation and neither liabilities or obligations under the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years andWARN Act that remain unsatisfied, to the knowledge of the Company, no audit of the extent applicable to such Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Employees. (a) Section 3.1(33)(aPart 3.23(a) contains a complete and accurate list of the Company Disclosure Letter sets out (without names or employee numbers) a true following information for each Active Employee: employer; name; job title; date of commencement of employment; current salary level for salaried employees; and complete list hourly wage rates for hourly employees; and to Sellers Knowledge, any change in compensation since January 1, 2006; sick and vacation leave that is accrued but unused; other accrued and unpaid compensation and benefits as at the date of all Senior Management Employees, whether actively at work or not, including their respective location, hire date the Balance Sheet; and cumulative length service credited for purposes of service, position, compensation (including but not limited to salary, bonus vesting and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if anyany Xxxxxxx Employee Plan. Except as disclosed on Part 3.23(a), benefits, vacation entitlement the Active Employees generally received an annual compensation increase in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationsAugust 2005.
(b) Section 3.1(33)(bPart 3.23(b) of the Company Disclosure Letter contains a correct complete and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000accurate list, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims of each employee on family medical leave, military leave, temporary disability or potential claims which may materially adversely affect sick leave, other temporary leave of absence or long-term disability leave, in each case providing the Company or any Subsidiary’s accident cost experiencename and leave status of such employee.
(c) Part 3.23(c) states the number of employees connected with the Xxxxxxx Business terminated by each Seller from January 1, 2006 through the date of this Agreement, and contains a complete and accurate list of the following information for each employee connected with the Xxxxxxx Business who has been terminated or laid off, or whose hours of work have been reduced by more than fifty percent (50%): (i) The Company has disclosed the date of such termination, layoff or reduction in hours; and (ii) the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstandinglocation to which the employee was assigned.
(jd) The Company Except as set forth on Part 3.23(d), Sellers have not violated the Worker Adjustment and its Subsidiaries are Retraining Notification Act (the “WARN Act”) or any similar state or local Legal Requirement in compliance with all terms and conditions any manner that would reasonably be expected to affect the Xxxxxxx Business.
(e) To the Knowledge of the Sellers, no officer, director, agent, employee, consultant, or contractor of any work permits and Labour Market Impact Assessments received in respect of Seller connected with the engagement of foreign workers. No audit Xxxxxxx Business is bound by any Governmental Authority is being conductedContract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor (i) to engage in or continue or perform any conduct, activity, duties or practice substantially relating to the knowledge of Xxxxxxx Business or (ii) to assign to any Seller or to any other Person any rights to any invention, improvement, or discovery with respect to the Company pendingXxxxxxx Business. To Sellers’ Knowledge, in respect no current employee of any foreign workers and no such prior audit has resulted Seller connected with the Xxxxxxx Business is a party to, or is otherwise bound by, any Contract that in any way adversely affected, affects, or will affect in any material respect the revocation ability of any work permit Sellers or Labour Market Impact AssessmentBuyer to conduct the Xxxxxxx Business as heretofore carried on by Sellers.
Appears in 1 contract
Employees. (a) Section 3.1(33)(a) 11.1 The parties acknowledge and agree that the sale and purchase pursuant to this Agreement will constitute a relevant transfer for the purposes of the Company Disclosure Letter sets out (without names or employee numbers) a true Transfer Regulations and complete list that it will not operate so as to terminate any of the contracts of employment of the Employees and such contracts shall be transferred to the Purchaser pursuant to the Transfer Regulations with effect from the date of Completion.
11.2 The Vendor undertakes to the Purchaser to fully indemnify and keep indemnified the Purchaser against all Senior Management Employeeslosses, whether actively at work or notdamages, including their respective locationreasonable costs, hire date and cumulative length of serviceactions, positionawards, compensation penalties, fines, proceedings, claims, demand, liabilities (including but not limited without limitation any liability to salary, bonus and commissionstaxation), eligibility and reasonable expenses (including, without limitation, legal and other professional fees and expenses) which the Purchaser may suffer, sustain, incur, pay or be put to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time by reason or part-time, active on account of or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of arising from:
11.2.1 any claim or other legal recourse by all former Senior Management Employees to whom the Company or any of its Subsidiaries has the Employees in respect of any fact or may have matter concerning or arising from employment with the Vendor prior to the date of Completion;
11.2.2 any outstanding obligations, indicating claim or other legal recourse by any trade union or staff association recognised by the nature and the value Vendor or employee representatives in respect of such obligations.
(b) Section 3.1(33)(b) all or any of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged Employees arising from or connected with the failure by the Company Vendor to comply with its legal obligations to such trade union or staff association or employee representatives;
11.2.3 the employment or termination of employment prior to completion of any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation agent or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor or employee of the Company has been properly classified as an independent contractor and neither Vendor (other than the Company nor Employees) whose employment is transferred to the Purchaser by the Transfer Regulations; and
11.2.4 any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts act or omission done or omitted to be done by the Vendor prior to completion in relation to Senior Management the Employees have been or any other employee of the Vendor which by virtue of the Transfer Regulations is deemed to be an act or omission of the Purchaser.
11.3 If any contract of employment not disclosed to the Purchaser in the Data Room. No such Disclosure Letter or in this Agreement shall have effect as if originally made between the Purchaser and any employee has indicated in relation to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company Business as a result of the transactions contemplated provisions of the Transfer Regulations:
11.3.1 the Purchaser may, upon becoming aware of the application of the Transfer Regulations to any such contract of employment terminate such contract or agreement forthwith; and
11.3.2 the Vendor shall indemnify and shall keep indemnified the Purchaser against all losses, damages, reasonable costs, actions, proceedings, claims, demands, liabilities (including, without limitations, any liability to taxation), and reasonable expenses (including, without limitation, legal and other professional fees and expenses) which the Purchaser may suffer, incur, sustain, pay or be put to by this Agreement reason or otherwiseon account of or arising out of such termination or arising from such contracts of employment before and after Completion if such is not terminated by the Purchaser.
(d) 11.4 The Company Purchaser undertakes to the Vendor to fully indemnify and its Subsidiaries are in material compliance with keep indemnified the Vendor against all terms and conditions of employment and all Law respecting employmentlosses, including pay equitydamages, wagesreasonable costs, hours of workactions, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessmentsawards, penalties, fines, liensproceedings, chargesclaims, surchargesdemand, liabilities (including without limitation any liability to taxation), and reasonable expenses (including, without limitation, legal and other professional fees and expenses) which the Vendor may suffer, sustain, incur, pay or be put to by reason or on account of or arising from any claim or other amounts due legal recourse by all or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, Employees in respect of any foreign workers and no fact or matter concerning or arising from anything done or omitted to be done by the Purchaser after the date of Completion.
11.5 Without prejudice to the other provisions of this Clause, the Vendor shall, at its own expense, give the Purchaser such prior audit has resulted assistance as the Purchaser may reasonably require to contest any claim by any person employed in the revocation of any work permit Business at or Labour Market Impact Assessmentprior to Completion resulting from or in connection with this Agreement.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Part of the Business (Maginet Corp)
Employees. (a) Section 3.1(33)(aSeller has provided Buyer with accurate and complete information as to rates of compensation (whether in the form of salaries, bonuses, commissions or other supplemental compensation now or hereafter payable) for all current employees of Seller. With the exception of those employees identified on Schedule 6.7(a), who are covered by the labor agreements between Seller and Local Union No. 300, Seller has no employment contracts with any such employees. Seller has not, and as of the Company Disclosure Letter sets out Closing Date shall not have incurred any liability or obligation under WARN.
(without names b) Seller acknowledges that Buyer has no obligation to employ or employee numbersoffer to employ any Employees and that Seller shall be responsible for satisfying in full all amounts owed to such Employees, including wages, salaries, severance pay, sick pay, accrued vacation, any employment, incentive, workers’ compensation, compensation or bonus agreements or other benefits or payments whether or not pursuant to any employment plan or compensation arrangement through the termination of employment with Seller. Effective prior to the Closing Date, Seller shall terminate the employment of all Employees; provided, that Seller shall terminate the Employees listed on Schedule 6.7(b) no earlier than the day prior to the Closing.
(c) Schedule 6.7(c) hereto is a true and complete list of all Senior Management Employeesthe benefit plans maintained by Seller in which employees of the Business participate, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salaryall pension plans, bonus profit- sharing plans or other employee pension benefit plans and commissions)all bonus, eligibility to participate in short-term and long-term incentive incentive, insurance, medical, dental, disability or other employee benefit plans (and grants received under these plansincluding, if any)without limitation, benefits, vacation entitlement in days, current status (full time any such plan within the meaning of Section 3(2) or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b3(3) of the Company Disclosure Letter contains a correct Employee Retirement Income Security Act of 1974 (AERISA@), as amended and complete list any successor and amended law and regulations), in which any employee of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwiseSeller participates.
(d) The Company Seller will provide its employees with Forms W-2 disclosing all wages and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis compensation paid for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of calendar year through the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experiencetheir termination by Seller.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Samples: Asset Purchase Agreement
Employees. (a) Section 3.1(33)(aSchedule 4.21 (a) lists each employee of the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect states the Company or any Subsidiary’s accident cost experiencetotal number of employees and indicates for each such employee, and in the aggregate, full-time, part-time and temporary status.
(ib) The Schedule 4.21(b) lists each salaried employee of the Company as of the date of this Agreement and shows for each such employee annual salary, any other compensation payable (including compensation payable pursuant to bonus, incentive, deferred compensation or commission arrangements), date of employment and position. To the Knowledge of Seller, no executive employee of the Company and no group of employees of the Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSAany plans to terminate his, her or their employment. The Company has complied in all material respects at all times with any orders issued all applicable Laws relating to employment and employment practices and those relating to the calculation and payment of wages (including overtime pay, maximum hours of work and child labor restrictions), equal employment opportunity (including Laws prohibiting discrimination and/or harassment or requiring accommodation on the basis of race, color, national origin, religion, gender, disability, age, sexual orientation or otherwise), affirmative action and other hiring practices, occupational safety and health, workers’ compensation, unemployment compensation, the payment of social security and other Taxes, and unfair labor practices under OHSA and there the National Labor Relations Act or applicable state law. To the Knowledge of Seller, its labor relations are satisfactory. There are no appeals workers’ compensation claims pending against the Company, or, to the Knowledge of Seller, any undisclosed workplace injuries that would give rise to such a claim. To the Knowledge of Seller, no employee of the Company is subject to any secrecy or noncompetition agreement or any other agreement or restriction of any orders under OHSA currently outstandingkind 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 of the Company.
(jc) Schedule 4.21(c), Part 1, lists each employee of the Company as of the date of this Agreement who holds a temporary work authorization, including X-0X, X-0, X-0 or J-1 visas or work authorizations (the “Work Permits”), and shows for each such employee the type of Work Permit and the length of time remaining on such Work Permit. With respect to each Work Permit, all of the information that the Company provided to the Department of Labor and the Immigration and Naturalization Service or the Department of Homeland Security (collectively, the “Department”) in the application for such Work Permit was, to the Knowledge of Seller, true and complete at the time of filing. The Company received the appropriate notice of approval from the Department with respect to each such Work Permit. The Company has not received any notice from the Department that any Work Permit has been revoked. There is no action pending or, to the Knowledge of Seller, threatened, to revoke or adversely modify the terms of any Work Permit. Except as set disclosed in Schedule 4.21(c), Part 2, to the Knowledge of Seller, no employee of the Company is (a) a non-immigrant employee whose status would terminate or otherwise be affected by the transactions contemplated by this Agreement, or (b) an alien who is authorized to work in the United States in non-immigrant status. For each employee of the Company hired after November 6, 1986, the Company has retained an Immigration and Naturalization Service Form I-9, completed in accordance with applicable Law.
(d) The employment of any terminated former employee of the Company has been terminated in accordance with any applicable Contract terms and applicable Law, except as would not have a Material Adverse Effect, and the Company does not have any liability under any Contract or applicable Law toward any such terminated employee. The transactions contemplated by this Agreement will not cause the Company to incur or suffer any liability relating to, or obligation to pay, severance, termination or other payment to any Person.
(e) Since October 31, 2005, the Company has not made any loans (except advances for business travel, lodging or other expenses in the Ordinary Course of Business) to any employee of the Company and all such loans made prior to October 31, 2005 have been repaid in full.
(f) Within the last five years, the Company has not experienced any strike, work stoppage, slowdown, lockout, picketing, leafleting, boycott, other labor dispute, union organization attempt, demand for recognition from a labor organization or petition for representation under the National Labor Relations Act or applicable state law. No grievance, demand for arbitration or arbitration proceeding arising out of or under any collective bargaining agreement is pending or, to the Knowledge of Seller, threatened. No Litigation is pending respecting or involving any applicant for employment, any current employee or any former employee, or any class of the foregoing, including:
(i) the Equal Employment Opportunity Commission or any other corresponding state or local fair employment practices agency relating to any claim or charge of discrimination or harassment in employment;
(ii) the United States Department of Labor or any other corresponding state or local agency relating to any claim or charge concerning hours of work, wages or employment practices;
(iii) the Occupational Safety and Health Administration or any other corresponding state or local agency relating to any claim or charge concerning employee safety or health;
(iv) the Office of Federal Contract Compliance or any corresponding state agency; and
(v) the National Labor Relations Board or any corresponding state agency, whether relating to any unfair labor practice or any question concerning representation, and to the Knowledge of Seller, there is no reasonable basis for any such Litigation.
(g) No employee of the Company is covered by any collective bargaining agreement, and no collective bargaining agreement is being negotiated.
(h) The Company has paid in full to all employees all wages, salaries, bonuses and commissions due and payable to such employees and has fully reserved in its Subsidiaries are in compliance with books of account all terms amounts for wages, salaries, bonuses and conditions commissions due but not yet payable to such employees.
(i) There has been no lay-off of any employees or work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit reduction program undertaken by any Governmental Authority is being conducted, or to the knowledge on behalf of the Company pendingin the past two years, in respect of any foreign workers and no such prior audit program has resulted in been adopted by the revocation of any work permit Company or Labour Market Impact Assessmentpublicly announced.
Appears in 1 contract
Employees. (a) Section 3.1(33)(a) 4.13 of the Company Disclosure Letter sets out (without names or employee numbers) Schedule is a true and complete list as of all Senior Management September 1, 2001 of the name of each individual who is employed or retained or compensated as an employee, independent contractor or consultant (either directly or indirectly) by the Seller (the “Employees, whether actively at work ”) on the date hereof along with his or not, including their respective location, hire date and cumulative length of service, positionher current job title, compensation (including but and any employee benefits enjoyed by such Employee which are not limited generally available to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, employees of the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationsSeller.
(b) Except as set forth on Section 3.1(33)(b) 4.13 of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000Schedule, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company as of September 2, 2001, the Seller has disclosed in paid or made provision for the Data Room payment of all orders salaries, commissions and material inspection reports under applicable occupational health and safety legislation accrued wages of the Employees up to the Closing; (“OHSA”). There are no charges pending under OHSA. The Company ii) the Seller has complied in all material respects with any orders issued under OHSA all applicable laws, rules and there are no appeals regulations relating to the employment of any orders under OHSA currently outstanding.
labor, including those relating to wages, hours, unemployment insurance, collective bargaining and the payment and withholding of taxes for all Employees; (jiii) The Company and its Subsidiaries are in compliance with the Seller has withheld all terms and conditions of any work permits and Labour Market Impact Assessments received in respect amounts required by law or agreement to be withheld from the wages or salaries of the engagement Employees; and (iv) the Seller is not liable for any arrears of foreign workerswages or other taxes or penalties for failure to comply with any of the foregoing to the extent they are applicable to the Employees or any former employees of the Business. No audit by any Governmental Authority There is being conductednot pending or, or to the knowledge of the Company pendingSeller, threatened, any labor dispute, strike, work stoppage or union organizing effort involving the Business.
(c) Except as set forth in respect Section 4.13 of the Disclosure Schedule, Seller has not during the past ninety days taken any action which would require any compliance under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), including the termination or laying off of any foreign workers and no such prior audit has resulted in employees, or any other action that could constitute a “plant closing” or “mass layoff,” as those terms are defined by the revocation WARN Act.
(d) The Seller is not a party to any agreement with a labor union or other labor representative of any work permit or Labour Market Impact AssessmentEmployee.
Appears in 1 contract
Samples: Asset Purchase Agreement (Alliance Data Systems Corp)
Employees. (a) Section 3.1(33)(aSchedule 3.17 sets forth, with respect to each employee of Seller who is employed in the Business (including any such employee of Seller who is on a leave of absence or on layoff status subject to recall) (i) the name of such employee and the date as of which such employee was originally hired by Seller, and whether the employee is on an active or inactive status; (ii) such employee's title; (iii) such employee's annualized compensation as of the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list date of all Senior Management Employees, whether actively at work or notthis Agreement, including their respective locationbase salary, hire date vacation and/or paid time off accrual amounts, bonus and/or commission potential, equity vesting schedule, severance pay potential, and cumulative length of service, position, any other compensation forms; (iv) each current benefit plan in which such employee participates or is eligible to participate; and (v) any governmental authorization (including but not limited to salary, bonus without limitation visa) that is held by such employee and commissionsthat is used in connection with the Business. Except as disclosed in Schedule 3.17(a), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom each of the Company or any employees of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationsBusiness is terminable by Seller at will.
(b) Section 3.1(33)(bSchedule 3.17(b) lists all Persons who are currently performing services for the Business who are classified as "consultants" or "independent contractors," the compensation of each such Person and whether Seller is party to an agreement with such Person (whether or not in writing). Any such agreements are listed on Schedule 3.13 and have been delivered (or, in the case of agreements that are not in writing, a summary thereof has been delivered) to Buyer. All Persons engaged by Seller for the benefit of the Company Disclosure Letter contains Business as independent contractors, rather than employees, have been properly classified as such and have been engaged in accordance with all applicable foreign, federal, state and/or local laws.
(c) Seller is not and has never been a correct and complete list of each independent contractor engaged party to or bound by the Company any union contract, collective bargaining agreement or similar contract. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any subsidiary with an aggregate annual compensation in excess similar activity or dispute, affecting Seller or any of $100,000their employees.
(d) Schedule 3.17(d) lists all current employee manuals and handbooks, including their consulting feesemployment policy statements, any employment agreements, and other forms materials relating to the employment of compensation or benefits the current employees of the Business. Seller has delivered to which they are entitled and whether they are subject to a written Contract. Current and Buyer complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationdocuments.
(ce) All written Contracts in relation to Senior Management Employees have been Except as disclosed in Schedule 3.17(e), (i) none of the Data Room. No such employee employees of the Business has notified or otherwise indicated to the Company or its Subsidiaries Seller that he or she intends to resign, retire or terminate his or her engagement employment with Seller, or not to accept employment with Buyer; (ii) Seller does not have a present intention to terminate the Company employment of any employee of the Business; (iii) to Seller's Knowledge, no employee of the Business has since January 1, 2005, received an offer of an employment from any other Person; (iv) all employees of the Business have executed Seller's form of Employee Agreement in the form provided to Buyer or its counsel; (v) no employee of the Business is a party to or is bound by any employment contract, patent disclosure agreement, noncompetition agreement or other restrictive covenant or other contract with any third party that would be likely to affect in any way (A) the performance by such employee of any of his or her duties or responsibilities as a result employee, or (B) the business or operations of the transactions contemplated by this Agreement or otherwise.
Business; (dvi) The Company and its Subsidiaries are in material compliance with all terms and conditions to the Knowledge of employment and all Law respecting employmentSeller, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) no employee of the Company Disclosure Letter there are no outstanding claimsBusiness is in violation of any term of any employment contract, complaintspatent disclosure agreement, investigations noncompetition agreement, or orders under any other restrictive covenant with any third party relating to the right of any such Law employee to be employed by Seller; and there (vii) Seller is no basis for such claim.
(e) All amounts due not and never has been engaged in any dispute or accrued due for all salary, wages, bonuses, commissions, vacation litigation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records an employee of the Company Business or former employee of the applicable SubsidiaryBusiness regarding Intellectual Property matters.
(f) Except as disclosed in Section 3.1(33)(fSchedule 3.17(f), (i) Seller does not have an established severance pay practice or policy; (ii) no employee of the Company Disclosure LetterBusiness is entitled to any severance pay, no Company Employee has bonus compensation, acceleration of payment or vesting of any agreement as to length of notice equity interest, or severance other payment required to terminate his from Seller or her employment, Buyer (other than such accrued salary, vacation, or other paid time off in accordance with the policies of Seller) as results from Law from a result of or in connection with the employment transactions contemplated by this Agreement or any Ancillary Agreement or as a result of an employee without an agreement as any termination by the Business on or after the Closing of any Person employed by Seller on or prior to notice or severancethe Closing Date.
(g) Except as disclosed Seller and each of its officers and employees is in Section 3.1(33)(g) of the Company Disclosure Lettercompliance with, and there are is no change of control payments, golden parachutes, severance payments, retention payments, Contracts claim pending against Seller or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiariesofficers or employees or any basis therefore with respect to, all currently applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation all applicable laws, rules and regulations relating to employment discrimination, harassment, unfair labor practices or wrongful discharge.
(h) Except as disclosed in Section 3.1(33)(h) Seller, and each employee of the Company Disclosure LetterBusiness, there are is in compliance with all applicable visa and work permit requirements, and no material outstanding assessments, penalties, fines, liens, charges, surcharges, visa or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither work permit held by an employee of the Company nor any Subsidiary has been reassessed in any material respect under such legislation Business will expire during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of six month period following the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Employees. (a) Section 3.1(33)(a) Parent has provided Buyer with respect to each employee of the Company Disclosure Letter sets out Business (without names including any such employee of Parent or employee numbersa Subsidiary who is on a leave of absence or on layoff status subject to recall) a true list detailing (i) the name of such employee, and complete list whether the employee is on an active or inactive status; (ii) such employee’s title; (iii) such employee’s annual compensation rate as of all Senior Management Employees, whether actively at work or notthe date of this Agreement, including their respective locationbase salary or hourly wage as applicable, hire date and cumulative length of service, position, compensation (including but not limited to salaryvacation and/or paid time off accrual amounts, bonus and/or commission potential severance pay, and commissionsany other compensation amounts; (iv) each current benefit plan in which such employee participates; and (v) any governmental authorization that is held by such employee and that is used in connection with the Business. Except as disclosed in Schedule 3.17(a), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time the employment of Sellers’ employees is terminable by Parent or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationsSubsidiary at will.
(b) Section 3.1(33)(bSchedule 3.17(b) lists all Persons who are currently performing services to the Business for a Seller who are classified as “consultants” or “independent contractors,” the compensation of each such Person and whether any Seller is party to an agreement with such Person (whether or not in writing). Any such agreements are listed on Schedule 3.13 and have been delivered (or, in the case of agreements that are not in writing, a summary thereof has been delivered) to Buyer.
(c) Sellers are not and have not been during the past 5 years a party to or bound by any union contract, collective bargaining agreement or other contractual relationship with a labor organization. There has never been during the past 5 years any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any Seller or any of their employees.
(d) Schedule 3.17(d) lists all current employee manuals and handbooks, employment agreements, and other materials relating to the employment of the Company Disclosure Letter contains a correct and complete list current employees of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits Business. Parent has delivered to which they are entitled and whether they are subject to a written Contract. Current and Buyer complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationdocuments.
(ce) All written Contracts in relation to Senior Management Employees have been Except as disclosed in Schedule 3.17(e), (i) none of the Data Room. No such employee has employees of the Business have notified or otherwise indicated to the Company or its Subsidiaries any Seller that he or she intends to resign, retire or terminate his or her engagement employment with any Seller, or not to accept employment with Buyer; (ii) no Seller has a present intention to terminate the employment of any of their employees except as contemplated herein; (iii) to Sellers’ Knowledge, none of their employees has since March 31, 2005 received an offer of employment from any other Person (other than Buyer in connection with the Company transaction contemplated hereby); (iv) all employees of the Business have executed Parent’s form of inventions assignment, and nondisclosure agreement; (v) to Sellers’ Knowledge, no employee of the Business is a party to or is bound by any employment contract, patent disclosure agreement, noncompetition agreement or other restrictive covenant or other contract with any third party that would be likely to affect in any way (A) the performance by such employee of any of his or her duties or responsibilities as a result employee, or (B) the Business or operations of the transactions contemplated Business; (vi) to the Knowledge of Sellers, none of their employees is in violation of any term of any employment contract, patent disclosure agreement, noncompetition agreement, or any other restrictive covenant with any third party relating to the right of any such employee to be employed by this Agreement Parent or otherwise.
any Subsidiary; and (dvii) The Company Sellers are not and its Subsidiaries are never have been engaged in material compliance any dispute or litigation with any of their employees or former employee regarding Business Intellectual Property matters. Parent has delivered to Buyer complete copies of all terms nondisclosure and conditions of employment developments agreements executed by current and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights former employees and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) consultants of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable SubsidiaryBusiness.
(f) Except as disclosed in Section 3.1(33)(fSchedule 3.17(f), (i) no Seller has an established severance pay practice or policy; and (ii) no employee of the Company Disclosure Letterany Seller is entitled to any severance pay, no Company Employee has bonus compensation, acceleration of payment or vesting of any agreement as to length of notice equity interest, or severance other payment required to terminate his from Sellers or her employment, Buyer (other than such accrued salary, vacation, or other paid time off in accordance with the policies of Sellers) as results from Law from a result of or in connection with the employment transactions contemplated by this Agreement or any Ancillary Agreement or as a result of an employee without an agreement as any termination by any Seller on or after the Closing of any Person employed by Sellers on or prior to notice or severancethe Closing Date.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, To Sellers’ Knowledge there are no change of control paymentspending claims, golden parachutescomplaints, severance paymentsdiscrimination charges, retention paymentsunfair labor practice charges, Contracts civil or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation ofcriminal proceedings, or investigations or audits by any federal or state administrative agencies under any laws or regulations relating toto employment and labor, including laws and regulations regulating wages, salaries, commissions, bonuses, benefits, hours, vacation, overtime, notice, pay in lieu of notice, compensation for services, reimbursement of expenses, termination and severance pay obligations, human rights, occupational health and safety, equal opportunity, collective bargaining, the Arrangementpayment of social security and other Taxes, including a change the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act of control of the Company or of any of its Subsidiaries1986, and visa and work permit requirements.
(h) Except as disclosed in Section 3.1(33)(hSchedule 3.17(h) lists all visas and work permits held by employees of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation Business that will expire during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of six month period following the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Employees. (a) Except as set forth in Section 3.1(33)(a3.15(a) of the Company Disclosure Letter sets out Schedules, (without names or employee numbersi) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received is a party to a collective bargaining agreement having provisions covering its employees or is currently negotiating such an agreement and (ii) no material complaint against the Company or any notice from any Governmental Entity disputing such classificationSubsidiary is currently pending or, to the Company’s Knowledge, threatened before the National Labor Relations Board.
(cb) All The Company has made available to the Buyer true and correct copies of all material written Contracts in relation to Senior Management Employees have been disclosed in personnel policies of the Data RoomCompany and its Subsidiaries. No Section 3.15(b) of the Disclosure Schedules lists, as of the end of the month preceding the Agreement Date, (i) all employees of the Company and its Subsidiaries, including those employees on approved leave of absence or vacation (the “Employees”), and (ii) the position, annual base salary or rate of pay and employment commencement date of each such employee Employee. To the Company’s Knowledge, no Employee at the level of Vice President or higher within the Company has indicated to notified the Company or its Subsidiaries any Subsidiary that he or she such Employee intends to resign, resign or retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwiseAgreement.
(dc) The Except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect, (i) to the Company’s Knowledge, the Company and its Subsidiaries are is in material compliance with all terms and conditions of applicable Laws pertaining to employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) employment practices with respect to each current Employee of the Company Disclosure Letter there are no outstanding claims(including Laws regarding equal employment opportunity, complaintsnondiscrimination, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salaryimmigration, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating tolayoffs, the Arrangementpayment of wages (including minimum wage and overtime compensation), including a change meal and rest breaks, leaves of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letterabsence, there are no material outstanding assessmentsbenefits, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace and occupational safety and insurance legislation health) and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of (ii) the Company’s workforce is, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreementat all times since January 1, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company 2019, has disclosed been, appropriately and correctly classified in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms Laws governing the classification of employees, including the Fair Labor Standards Act, the Code and conditions any other Law governing the payment of any work permits wages or the withholding and Labour Market Impact Assessments received in respect payment of the engagement of foreign workers. No audit Taxes withheld from wages as required by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessmentapplicable Law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Stewart Information Services Corp)
Employees. (a) Section 3.1(33)(aSchedule 3.23(a) of the Company Disclosure Letter sets out (without names or employee numbers) contains a true true, correct and complete list of all Senior Management Employees, whether actively at work individuals who are employees or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list independent contractors of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified Acquired Entity as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, 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) if an employee, the employing entity, (iii) whether such individual is an employee or independent contractor, (iv) if an employee, such employee’s title or position (including whether full time or part time), (v) location, (vi) hire or retention date, (vii) current annual base compensation rate or hourly rate, (viii) commission, bonus or other incentive-based compensation, (ix) if an employee, exempt or non-exempt status and (x) and any payments owing or arising at or prior to the Closing from or as a result of the consummation of the Transactions, including any payments for stock appreciation or similar rights, any severance or bonus plan payment, or any similar payment, including the amount of each such payment.
(b) Except as set forth on Schedule 3.23(a), (i) there are no claims or potential claims which may materially adversely affect the Company leased employees, temporary workers, contingent workers, or any Subsidiaryother Persons performing, and no such Person has performed, services for any Acquired Entity who are not classified as an employee or former employee performing services for an Acquired Entity and (ii) all compensation, including wages, commissions and bonuses, payable to employees or independent contractors of each Acquired Entity for services performed on or prior to the date hereof, with the exception of base salary or hourly wages for employees for the current pay period that are payable on an Acquired Entity’s accident cost experiencenext regular payroll date, have been paid in full, and there are no outstanding agreements, understandings or commitments of any Acquired Entity or any of their Affiliates with respect to any compensation, commissions, or bonuses.
(ic) The Company has disclosed Each officer of any Acquired Entity and, to the Knowledge of the Acquired Entities, each employee of any Acquired Entity with annual compensation in excess of $50,000 is currently devoting all of his or her business time to the Data Room all orders conduct of the business of the Acquired Entities, as applicable, and is not devoting any business time to the conduct of any other business. To the Knowledge of the Acquired Entities, no officer or employee of any Acquired Entity is currently working for or currently plans to work for a competitive enterprise, whether or not such officer or employee is or will be compensated by such enterprise. To the Knowledge of the Acquired Entities, no employee of any Acquired Entity is in material inspection reports under applicable occupational health and safety legislation (“OHSA”)violation of any term of any employment contract, patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by any Acquired Entity because of the nature of the business conducted or presently proposed to be conducted by the Acquired Entity or to the use of Trade Secrets or proprietary information of others. There are no charges pending under OHSAClaims or, to the Knowledge of the Acquired Entities, investigations pending, or, to the Knowledge of the Acquired Entities, threatened, with respect to any Contract referred to in the preceding sentence. The Company has complied No Acquired Entity is delinquent in all material respects with payments to any orders issued under OHSA and there are no appeals of its employees or independent contractors for any orders under OHSA currently outstandingwages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees or independent contractors.
(jd) The Company and its Subsidiaries are Except as set forth on Schedule 3.23(d), except for payments that will be listed on the Closing Payment Certificate, no Acquired Entity has or will have made any binding commitments (whether written or verbal) to any officers, employees or former employees or independent contractors with respect to compensation, benefits, promotion, retention, termination, severance, policies, change in compliance with all control, other terms and conditions of any work permits and Labour Market Impact Assessments received employment or similar matters in respect connection with the Transactions.
(e) There has been no “mass layoff” or “plant closing” within the meaning of the engagement of foreign workers. No audit by any Governmental Authority is being conductedWARN Act, or any similar state, local or foreign “mass layoff” or “plant closing” Law with respect to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact AssessmentAcquired Entity.
Appears in 1 contract
Samples: Equity Purchase Agreement (Innovex International, Inc.)
Employees. (a) Section 3.1(33)(a) of the Company Disclosure Letter sets out (without names or employee numbers) Schedule 3.12 is a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date of Seller's employees by name and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(bExcept as set forth on Schedule 3.12, Seller is not party to or bound by any written (i) collective bargaining agreement, (ii) employment agreement that will not be terminated on the Closing Date, (iii) covenant not to compete for the benefit of any employee or former employee, (iv) severance plan or program or other severance arrangement for its employees that will be satisfied in full on the Company Disclosure Letter contains a correct Closing Date. The execution, delivery and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result consummation of the transactions contemplated by this Agreement will not result in any severance liability to any employee of Seller hired by the Buyer in accordance with this Agreement. At or otherwisebefore the Closing, Seller will release Xxxxxx Xxxxxxxxxxxxx and Xxxx XxXxxxx from their covenants not to compete and other restrictive covenants to Seller to the extent necessary for such persons to provide services to Buyer, subject to a release by such persons of any and all claims they may have against Seller and its affiliates .
(dc) The Company Seller is and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied compliance in all material respects with any orders issued under OHSA all applicable laws and there are no appeals regulations respecting employment, termination of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are employment, discrimination in compliance with all employment, terms and conditions of any work permits employment, wages, hours, and Labour Market Impact Assessments received in respect of the engagement of foreign workersoccupational safety and health and employment practices. No audit by any Governmental Authority is being conductedSeller has not engaged, or to the knowledge of the Company pendingSeller, alleged to have engaged, in respect of any foreign workers and no such prior audit has resulted unfair labor practice, unlawful employment practice or unlawful discriminatory practice in the revocation conduct of its business for which Buyer could become liable. There is no unfair labor practice charge or complaint against the Seller pending before the National Labor Relations Board or any work permit comparable state agency. The relations of the Seller with its employees are satisfactory and Seller is not a party to or Labour Market Impact Assessmentaffected by or, to the knowledge of the Seller, threatened overtly with any dispute or controversy with a union or with respect to unionization or collective bargaining.
(d) Seller has not made any written or, to the knowledge of the Seller, oral agreement with or promise to any employee, officer or consultant regarding continued employment by Buyer after the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Four Rivers Bioenergy Inc.)
Employees. (a) Section 3.1(33)(aSchedule 3.14(a) of sets forth the Company Disclosure Letter sets out (without names name, job title, employment commencement date, annual salary or employee numbers) a true and complete list of all Senior Management Employeeshourly wage, whether actively at work or notas applicable, including their respective location, hire date and cumulative length of service, position, total compensation (including but not limited to salary, bonus and commissionsbonus), eligibility to participate benefit entitlements and date of most recent salary or wage increase for each employee of the Company. The particulars of Schedule 3.14(a) are true and accurate in short-term all respects and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company has provided the Buyer with all contracts of employment which exist for any such employees or, where such written contracts of employment are not available, details of terms and conditions of the relevant employees’ employment and no notice of termination has been given to, or by any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationsemployees listed thereto.
(b) Section 3.1(33)(b) of Except as provided for in the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by retention agreements disclosed above at Schedule 3.09(a)(viii), there are no amounts owing to any present or former director or employee of, or person supplying services to, the Company or any subsidiary with an aggregate annual compensation in excess of $100,000Company, including their consulting whether for salary, fees, any benefits, pensions or otherwise, other forms than remuneration accrued for not more than one month or for reimbursement of compensation or benefits business expenses in relation to which they are entitled the Business, and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationmade no conditional promises, written or implied, of future compensation or bonuses.
(c) All written Contracts The Company has no outstanding liability to PAYE or PRSI which should have been paid and which has not been paid arising in connection with the employment, engagement or remuneration of its employees, directors or suppliers of services in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwiseBusiness.
(d) The Except as provided for in the retention agreements disclosed at Schedule 3.09(a)(viii) and except as disclosed in Schedule 3.14(d), no judgment, recommendation, determination, decision or award has been made by a third party against the Company in the three year period prior to the Closing Date for breach of any contract of service or for services, redundancy payments, compensation for wrongful or unfair dismissal, unlawful discrimination or breach of any employment related statute, or health and safety provision or for failure to comply with any order for the reinstatement or re-engagement of any Employee, former employee, director or independent contractor nor is the Company aware that any such judgment, recommendation, determination, decision or award has been made by a third party against the Company; and no gratuitous payment has been made or promised by the Company in connection with the actual or proposed termination or suspension of employment or variation of any contract of employment or for the supply of services of any current or former director, employee or supplier of services.
(e) Schedule 3.14(e) sets forth all claims instituted or, to the Company’s Knowledge, threatened against the Company or directors in the three year period prior to the Closing Date (i) by any of its Subsidiaries are Employees or former employees or independent contractors in material compliance with all respect of an accident or injury or grievance or dispute, (ii) by an Employee or former employee or director of, or supplier of services to, the Company in relation to its terms and conditions of employment or appointment, or any termination thereof, or the terms and all Law respecting conditions on which it supplies services, or (iii) under or by virtue of the terms of any Irish statutory provisions affecting or concerning the rights of employees in their employment, including pay equityincluding, wageswithout limitation, hours the Redundancy Payments Acts, 1967 to 2003, the Minimum Notice and Terms of workEmployment Acts, overtime1973 to 1991, vacationthe Organisation of Working Time Axx, human rights 0000, the Protection of Young Persons (Employment) Act, 1976; the Protection of Employment Act, 1977 to 1993, the Unfair Dismissals Acts, 1977-2001, the Maternity Protection Act, 1994 and occupational health 2004, the Industrial Relations Axx, 0000, the Employment Equality Acts, and safety1998 and 2004, andthe Protection of Employees (Part-Time Work) Axx, other than as disclosed 0000, the Protection of Employees (Fixed-Term Work) Act, 2003; the Safety, Health and Welfare at Work Axx, 0000, the European Communities (Protection of Workers) Exposure to Noise Regulations, 1990; the Adoptive Leave Act, 1995 and 2005; the Carers Leave Act, 2001, the Parental Leave Act, 1998, the Payment of Wages Act, 1991; the National Minimum Wage Act, 2000 and the Terms of Employment (Information) Act, 1994-2001, or any regulations made thereunder relating in Section 3.1(33)(d) of any way to the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable SubsidiaryBusiness.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA all legal obligations (including without limitation those imposed by Irish Employment Law), codes of practice of the Company (within the meaning of the Industrial Relations Axx, 0000, Employment Equality Acts, 1998 and there are no appeals of any orders under OHSA currently outstanding2004 and Safety, Health and Welfare Work Act, 2005), collective agreements relevant to employees, employees’ representatives and/or trade unions, and has maintained such current, adequate and suitable records regarding employees as is required to ensure compliance in all material respects with all relevant employment laws.
(jg) The Within a period of one year preceding the date of this Agreement the Company and its Subsidiaries are in compliance with all terms and conditions has not given or has not been required by law to give notice of any work permits redundancies to the Minister for Enterprise, Trade and Labour Market Impact Assessments received in respect Employment, or started or been required to start consultations with any employees’ representatives, under Part 2 of the engagement Protection of foreign workers. No audit by any Governmental Authority is being conductedEmployment Act, 1977 or (except in relation to the knowledge this Agreement) of the Company pendingEuropean Communities (Protection of Employees on the Transfer of Undertakings) Regulations 2003.
(h) To the Company’s Knowledge, no Employee intends to establish himself or herself as an undertaking within the meaning of the Competition Act, in respect a manner which would be a breach of any foreign workers the terms included in his or her contract of employment (regardless of whether such terms are valid and no such prior audit has resulted in the revocation of any work permit binding or Labour Market Impact Assessmentnot).
Appears in 1 contract
Employees. (ai) Section 3.1(33)(aSchedule 3.1(r) sets forth, as of the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employeesdate hereof, whether actively at work or notthe name, including their respective locationjob title, hire date and cumulative length of servicedate, position, compensation (including but not limited to salaryannual salary or hourly wages, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any)or commission terms, benefits, vacation entitlement in dayscost allocation by work performed for each of the AH Parties, current status (full time and any other material terms of employment of all employees of, or part-time, active or non-active (and if non-activeleased employees providing services to, the reason for leave)) AH Parties and whether they their Affiliates who are subject now or who are expected to a written employment Contract be employees of, or leased employees providing services to, the Advisor or the Property Manager as well of the Closing (each such employee or leased employee, together with any new or replacement employees or leased employees who will be employees of, or leased employees providing services to, the Advisor or the Property Manager as of the Closing, being referred to herein as a list “Business Employee”). To the Knowledge of all former Senior Management Employees to whom the Company AH LLC, since January 1, 2012, no Business Employee has threatened or otherwise indicated in writing any intent, and neither AH LLC nor any of its Subsidiaries has their Affiliates intends, to cancel or may have otherwise terminate the employment relationship of any outstanding obligations, indicating Business Employee (except in connection with any Business Employee becoming an employee of the nature and Advisor or the value of such obligations.Property Manager);
(bii) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000Except as set forth on Schedule 3.1(r), including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result execution and delivery of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employmentthe Transaction Documents, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) nor the performance of the Company Disclosure Letter there are no outstanding claimsTransactions, complaintswill (either alone or in conjunction with any other event, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment termination of an employee without an agreement as to notice or severance.
employment) (gi) Except as disclosed result in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, any payment (including severance payments, retention payments, Contracts or payments under any other agreements with current or former Company Employees providing for cash or other unemployment compensation or benefits upon payments) becoming due from the consummation of, or relating toCompany, the Arrangement, including a change of control of Advisor or the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant Property Manager to any workplace safety and insurance legislation and neither the Company nor Business Employee or any Subsidiary has been reassessed in other Person, under any material respect Plan or otherwise; (ii) materially increase any benefits otherwise payable under such legislation during the past three years and, to the knowledge any Plan operated or maintained by or on behalf of the Company, no audit the Advisor or the Property Manager; or (iii) result in any acceleration of the Company time of payment or vesting of any Subsidiary is currently being performed pursuant benefits payable by AH LLC, the Company, the Advisor or the Property Manager to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experienceBusiness Employee.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Employees. 3.10.1 The Disclosed Information contains accurate details of:
(ai) Section 3.1(33)(aemployer's name; place(s) of the Company Disclosure Letter sets out work; employment commencement date; job title and/or grade; salary and other remuneration and benefits, including entitlement to pension and holidays for each Key Employee;
(without names or employee numbersii) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) copy of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and of each Key Employee;
(iii) a copy of all Law respecting employmentcollective bargaining agreements to which a Group Company is party; and
(iv) a list of any agreements under which a representative body is recognized, including pay equitylocal industry agreement, wagesworks council recognition agreement, hours of workor other labor union contract, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) each case to which a Material Employer is party.
3.10.2 As of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure LetterSigning Date, no Company notice of termination of employment by any Key Employee has been given or received by any agreement as to length of notice or severance payment required Group Company, and no Key Employee has the intention to terminate his or her employment.
3.10.3 Except as Fairly Disclosed in the Disclosed Information and except for any increase in compensation following from annual adjustments of compensation in the ordinary course of business of that Group Company consistent with past practice, other than such as results from Law from no Group Company has made any commitment or agreement to materially increase the compensation of any Key Employee above the terms Fairly Disclosed in the Disclosed Information or to modify the benefits, conditions or terms of employment of an employee without an agreement as to notice or severanceany Key Employee.
(g) 3.10.4 Except as disclosed in Section 3.1(33)(g) of for the Company Disclosure LetterEnsenada Bonus Scheme, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts arrangements or other agreements with current any employee of any Group Company which would entitle such employee to a bonus, benefit or former Company Employees providing for cash or other compensation or benefits salary increase upon the consummation ofTransaction taking place or to treat themselves as redundant or otherwise dismissed or released from any obligation.
3.10.5 Each Group Company complies, in all material respects, with all material collective bargaining agreements by which it is bound.
3.10.6 There have been no communications made within the period of 12 months prior to the Signing Date to any of the employees of any Group Company, or relating toany representative body, or any Governmental Body, regarding any proposal to make 10 or more employees of any Group Company redundant and there is no on-going individual or collective consultation.
3.10.7 No Group Company has, from 31 December 2019 to the ArrangementSigning Date, including engaged in any plant closing or employee mass layoff activities involving 10 or more employees at a change of control time.
3.10.8 None of the Company Group Companies has received any formal request by or in respect of any of its Subsidiariestheir employees for the recognition by the relevant Group Company of any trade union for collective bargaining purposes or for the establishment of any local or European works council or other workers' representative body and is not aware of circumstances which would make it likely for such a request to be made in the future.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during 3.10.9 For the past three years andbefore the Signing Date there have not been, to the knowledge of the Companyand there are not presently pending, no audit of the Company any material labour disputes such as work stoppages, labour strikes, lockouts or any Subsidiary is currently being performed pursuant similar events in relation to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Group Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals circumstances likely to give rise to any such action against any Group Company.
3.10.10 There are no agreements or arrangements in place in writing or mandatory Law that require any Group Company, prior to the Signing Date, to carry out any information and/or consultation process with any employees, employee representative body, trade union or any other organisation in respect of employees of any orders under OHSA currently outstandingGroup Company and in relation to entering into the SPA.
(j) The 3.10.11 No Group Company and its Subsidiaries are has any obligation to make a payment on redundancy/entrenchment in compliance excess of the statutory severance, in accordance with all terms and conditions of any standard employment agreements or as Fairly Disclosed in the Disclosed Information.
3.10.12 Each Group Company is operating in accordance with applicable rules on work permits and Labour Market Impact Assessments received in respect other legal requirements of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or its employees to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted work in the revocation of any work permit or Labour Market Impact Assessmentapplicable jurisdiction.
Appears in 1 contract
Employees. (a) Section 3.1(33)(aSchedule 4.28(a) contains a complete and accurate list of the Company Disclosure Letter sets out (without names following information for each current executive, administration, office or operational management employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or notthe Corporations, including their respective locationeach employee on leave of absence or layoff status: name; job title; date of hire; and current compensation paid or payable and any change in compensation since December 31, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations2004.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum The Corporations have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified no retired employees except as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationset forth on Schedule 4.28(b).
(c) All written Contracts in relation to Senior Management Employees Schedule 4.28(c) contains a complete and accurate list of the following information for each such employee of either Corporation who has been terminated or laid off, or whose hours of work have been disclosed reduced by more than fifty percent (50%) by either Corporation, in the Data Room. No such employee has indicated three months prior to the Company date of this Agreement: (i) the date of such termination, layoff or its Subsidiaries that he reduction in hours; (ii) a statement of whether it was a termination for cause, layoff or she intends reduction in hours; and (iii) the location to resign, retire or terminate his or her engagement with which the Company as a result of the transactions contemplated by this Agreement or otherwiseemployee was assigned.
(d) The Company Corporations have not violated the Worker Adjustment and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(dRetraining Notification Act (the “WARN Act”) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claimsimilar state or local Legal Requirement.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in To the books and records Knowledge of the Company Sellers, no officer, director, employee or contractor of the applicable SubsidiaryCorporations is bound by any Contract that purports to limit the ability of such officer, director, employee, or contractor to engage in or continue or perform any conduct, activity, duties or practice. To the Sellers’ Knowledge, no executive or managerial employee of the Corporations is a party to, or is otherwise bound by, any Contract that in any way adversely affected, affects, or will affect the ability of the Corporations or the Buyer to conduct the business as heretofore carried on by the Corporations.
(f) Except as disclosed in Section 3.1(33)(f) Schedule 4.28(f), the Corporations have not, since December 31, 2004, directly or indirectly, made any increase in the compensation or other benefits payable or to become payable to their employees or any of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employmentthem, other than such as results from Law from general salary increases in the employment Ordinary Course of an Business, consistent with past practice, or any increase in the compensation or other benefits payable or to become payable to any officer or director or any increase in the benefits provided under any of its pension plans or other employee without an agreement as to notice or severancebenefit plans.
(g) Except as disclosed set out in Schedule 4.28(g) or as otherwise described in any manner in Section 3.1(33)(g4.15, the Corporations are not a party to and are not bound by any:
(i) of contract or collective agreement with or commitment to any labour union or employee association and the Company Disclosure Letter, Corporations have not conducted negotiations with respect to any future such contracts or commitments and there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash threatened attempts to organize or other compensation establish any labour union or benefits upon employee association with respect to the consummation ofCorporations, and no trade union, council of trade unions, employee bargaining agency or relating to, the Arrangement, including a change of control affiliated bargaining agent:
(A) holds bargaining rights with respect to any of the Company employees of the Corporations by way of certification, interim certification, voluntary recognition, designation or successor rights;
(B) has applied to be certified as the bargaining agent of any of its Subsidiariesthe employees of the Corporations; or
(C) has applied to have either Corporation declared a related employer pursuant to the Labour Relations Code (Alberta);
(ii) bonus, pension, profit sharing, deferred compensation, retirement, hospitalization, disability, insurance or similar plan or practice, formal or informal, or policy with respect to any of their employees or others, other than the Canada Pension Plan, the Alberta Health Care Insurance Plan and other similar health plans established and administered by any other jurisdiction (foreign or domestic) and workers’ compensation insurance provided pursuant to statute.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there There are no material outstanding assessmentsproceedings with respect to either Corporation under the Labour Relations Code (Alberta) or any other similar legislation in other jurisdiction (foreign or domestic), penaltiesnor are there any labour disputes, finesgrievances, liensstrikes or lockouts, chargescurrent, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years andpending or, to the knowledge Knowledge of the CompanyCorporations or the Sellers, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experiencethreatened.
(i) The Company has disclosed in To the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and Knowledge of the Corporations or the Sellers, there are no appeals allegations with respect to either Corporation of unfair labour practices or complaints under the Employment Standards Code, the Human Rights, Citizenship and Multiculturalism Act, (Alberta) the Workers’ Compensation Act (Alberta) or the Labour Relations Code (Alberta) or any orders under OHSA currently outstandingother similar legislation in any other jurisdiction (foreign or domestic).
(j) The Company Except as disclosed in Schedule 4.28(j), no employee of either Corporation is on lay off, leave of absence, maternity or disability leave. Schedule 4.28(j) sets forth the terms of such lay off, leave of absence, maternity or disability leave.
(k) Except as disclosed in Schedule 4.28(k), the Corporations do not owe any obligations to former directors, officers or employees.
(l) Except as disclosed in Schedule 4.28(l), there are no independent contractors engaged by either Corporation.
(m) All plans and its Subsidiaries policies listed in Schedule 4.28(g) have been duly registered where required by, and are in compliance with good standing under, all terms applicable legislation (foreign or domestic), including, without limiting the generality of the foregoing, the Tax Act and conditions the Employment Pension Plans Act (Alberta) or any other similar legislation in any other jurisdiction and all required employer contributions under any such plans or policies have been made and no past service funding liabilities exist thereunder.
(n) Except as otherwise described in Section 4.15, the amount of salaries, pensions, bonuses, and other remuneration and fringe benefits of any work permits nature, including vacation pay, severance pay and Labour Market Impact Assessments received in respect unpaid earned wages of the engagement directors, officers and employees of the Corporations as of the Closing Date have been paid in full or accrued and there is no outstanding overdue assessment, Order, certificate, lien or judgment under the Employment Standards Code (Alberta), Human Rights, Citizenship and Multiculturalism Act, (Alberta), Labour Relations Code (Alberta), Workers’ Compensation Act (Alberta) and any other statute regarding employment of any jurisdiction (foreign workers. No audit or domestic) in which either Corporation carries on business or have employees.
(o) All employer obligations of the Corporations with respect to the directors, officers and employees of either Corporation for withholding tax, and for Canada Pension Plan, Employment Insurance, Workers’ Compensation Board premiums, contributions or remittances of any kind in all material respects which are then due, have been paid in full or accrued as of the Closing Date.
(p) There are no written warnings or disciplinary action currently outstanding against any employee of the Corporations.
(q) Except for remuneration paid to employees in Ordinary Course of Business and made at current rates of remuneration no payments have been made or authorized since the date of the Interim Consolidated Balance Sheet by any Governmental Authority is being conducted, the Corporation or to the knowledge officers, directors or employees of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact AssessmentCorporation.
Appears in 1 contract
Employees. (a) Section 3.1(33)(aThe Seller Disclosure Schedule sets forth the following: (i) of the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom employees of the Company or Business (including name, title and position); (ii) each such employee's length of service; and (iii) the compensation (including terms of payment, bonuses, commissions and deferred compensation, as well as any benefits) of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of each such obligationsemployee.
(b) Section 3.1(33)(bWith respect to the Business, (i) of there have not been in the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company past five years and, to Seller's knowledge, there are not pending, any labor disputes, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or any subsidiary with an aggregate annual compensation in excess actions or arbitrations which involve the labor or employment relations of $100,000, including their consulting fees, any other forms of compensation or benefits to which they Seller; (ii) there are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor no unresolved violations of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from Regulations of any Governmental Entity disputing such classification.
respecting the employment or benefits of any employees; (ciii) All written Contracts in relation there is no unfair labor practice, charge or complaint pending, unresolved or, to Senior Management Employees have been disclosed the knowledge of Seller, threatened before the National Labor Relations Board; (iv) the employees of Seller are not covered by any collective bargaining agreement; (v) Seller is not a party to any agreement which restricts Seller from relocating, closing or terminating any of its operations or facilities or any portion thereof; (vi) Seller has provided or will timely provide prior to Closing all notices required by law to be given prior to Closing to all local, state, federal or national labor, wage-payment, equal employment opportunity, unemployment insurance and related agencies; (vii) Seller has paid or properly accrued in the Data Room. No such employee has indicated ordinary course of business all wages and compensation due to the Company employees, including all vacations or its Subsidiaries that he vacation pay, holidays or she intends to resignholiday pay, retire sick days or terminate his or her engagement with the Company as a result of sick pay, and bonuses; (viii) the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders will not create liability under any such Law Regulations of any Governmental Entity respecting reductions in force or the impact on employees on plant closing or sales of businesses; and there is no basis for such claim.
(eix) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or employees of Seller are accurately reflected legally able to work in the books and records of the Company or of the applicable SubsidiaryUnited States.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Employees. (a) Section 3.1(33)(aSchedule 5.12(a)(i) of the Company Disclosure Letter sets out (without names or employee numbers) Schedules contains a true and complete correct list of all Senior Management Employees, whether actively at work or notof the current employees, including their respective locationtitles, hire date “exempt”/“nonexempt” classification, employment dates, base compensation, bonus, commission and cumulative length other incentive compensation arrangements with respect to each Centerre Company. The Company has made available to or provided Parent a true and correct copy of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these planseach such employee’s employment contract, if any), benefitsand all such employment agreements, vacation entitlement in daysif any, current status are listed on Schedule 5.12(a)(ii) of the Disclosure Schedules. To the extent permitted by applicable Law, Schedule 5.12(a)(i) of the Disclosure Schedules also identifies each employee of the Centerre Companies who is out of work on a leave of absence, including due to disability and sets forth the basis of such leave and the anticipated date of return to work. None of the Centerre Companies has received services from (full time or part-time, active or non-active (and if non-active, the reason for leave)i) and whether they are subject to a written employment Contract as well any individual whom such Centerre Company did not treat as a list common-law employee, including any individual treated as an independent contractor, but who should have been treated as a common-law employee, or (ii) any individual who constituted a leased employee of all former Senior Management Employees to whom such Centerre Company under Section 414(n) of the Code. Each Centerre Company or has provided Parent with a copy of each agreement between such Centerre Company and any of its Subsidiaries employees and independent contractors, and a description of all benefits, including, without limitation, salaries, directors’ fees, bonuses, commissions, profit shares, automobile, reimbursement of expenses and benefits in kind (the “Benefits”) payable or which such Centerre Company provides to each employee, contractor and director. None of the Centerre Companies has adopted any policy or may have custom with respect to any outstanding obligations, indicating Benefit that would change the nature and the value terms of such obligationsBenefit to which an employee, contractor or director is entitled, under an employment or retention agreement or applicable Law.
(b) Each Centerre Company (i) is and, at all times since December 31, 2010, has been in compliance in all material respects with all applicable Laws, agreements and contracts relating to their respective former, current, and prospective employees, workplace practices, and terms and conditions of employment with or retention by the applicable Centerre Company, including all such Laws, agreements and contracts relating to wages, hours, collective bargaining, employment discrimination, immigration, disability, civil rights, fair labor standards, occupational safety and health, workers’ compensation, pay equity and wrongful discharge, (ii) is and, at all times since December 31, 2010, has been in all material respects in compliance with all applicable Laws, agreements and contracts relating to independent contractors, temporary agency employees and “leased” employees (within the meaning of Section 3.1(33)(b414(n) of the Company Disclosure Letter contains a correct Code), and complete list of each independent contractor engaged (iii) has timely obtained or prepared and, if applicable, filed all appropriate forms (including United States Citizenship and Immigration Services Form I-9) required by the Company any applicable Law or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written ContractGovernmental Authority. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor None of the Company has been properly classified as an independent contractor and neither the Company nor Target Entities is engaged in any Subsidiary has received any notice from any Governmental Entity disputing such classificationunfair labor practice.
(c) All written Contracts No collective bargaining agreement with respect to the business of the Target Entities (including the Target Entity Operations) is currently in relation to Senior Management Employees have been disclosed in the Data Roomeffect or being negotiated between such Target Entity and its employees. No such employee Target Entity has indicated any obligation to negotiate any collective bargaining agreement, nor does the Company have any Knowledge of any attempts to organize or its Subsidiaries that he establish any labor union or she intends employee association with respect to resign, retire or terminate his or her engagement with the Company as a result any employees of any of the transactions contemplated by this Agreement or otherwiseTarget Entities.
(d) The Company and its Subsidiaries are in material compliance No strike, slowdown or work stoppage is occurring or has occurred with all terms and conditions of employment and all Law respecting employmentrespect to the Target Entities at any time since December 31, including pay equity2010, wagesnor, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) to the Knowledge of the Company Disclosure Letter there are no outstanding claimsCompany, complaintsis threatened or has been threatened within the last year, investigations or orders under with respect to the employees of any such Law and there is no basis for such claimTarget Entity.
(e) All amounts due There is no representation claim or accrued due for all salarypetition pending before the U.S. National Labor Relations Board or any similar foreign, wages, bonuses, commissions, vacation state or local labor agency with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records respect to any employees of the Centerre Companies of which the Company or has Knowledge, and no question concerning representation has been raised or, to the Knowledge of the applicable SubsidiaryCompany, threatened respecting the employees of any Centerre Company.
(f) Except as disclosed in Section 3.1(33)(fset forth on Schedule 5.12(f) of the Company Disclosure LetterSchedules, since December 31, 2010, no written notice has been received by any Centerre Company, of any complaint or proceeding filed against such Centerre Company Employee claiming that such Centerre Company has violated any agreement applicable employment standards, labor legislation or employment Laws, or of any complaints or proceedings of any kind involving any Centerre Company or, to the Knowledge of the Company, against any of the employees of any Centerre Company or threatened to be filed against any Centerre Company before any federal, state, county, local or foreign court, tribunal, arbitrator, commission, agency or labor relations board, including, but not limited to, the National Labor Relations Board, the Equal Employment Opportunity Commission, the United States Department of Labor, and any applicable similar state agencies or boards.
(g) There are no outstanding Orders or charges against any Centerre Company under any occupational health or safety legislation, and, to the Knowledge of the Company, none have been threatened. Except as set forth on Schedule 5.12(g) of the Disclosure Schedules, to length the Knowledge of the Company, there are no pending worker compensation claims against the Centerre Companies.
(h) Schedule 5.12(h) of the Disclosure Schedules sets forth a complete and correct list of all management, consulting and other agreements with any Persons retained by any Centerre Company as “leased employees” (within the meaning of Section 414(n) of the Code), complete and correct copies of which have been made available to Parent.
(i) Schedule 5.12(i) of the Disclosure Schedules sets forth all severance or continuing payment Contractual Obligations of any Centerre Company, as well as all unpaid severance or continuing payments of any kind (other than pursuant to a plan or program described in Section 5.13 hereof) which are due or claimed to be due from such Centerre Company to any Person whose employment with such Centerre Company has been terminated or who has given or received notice of termination of such employment. No executive management personnel of any Centerre Company has notified any Centerre Company that he or severance payment required she intends to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.such
Appears in 1 contract
Samples: Agreement and Plan of Merger
Employees. (a) Section 3.1(33)(aSchedule 3.24(a) of the Company Disclosure Letter sets out (without names or employee numbers) forth a true and complete list of (i) the names, titles, annual salaries (or, for non-salaried employees, wage rates) and other compensation of all Senior Management current employees and independent contractors of the Business (the “Current Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions”), eligibility to participate in short-term and long-term incentive plans (ii) the names, titles and grants received under these plans, if anygeneral duties of any former employee of Seller whose employment was terminated (whether voluntarily by such employee or otherwise) at any time since the date of the Balance Sheet. To Seller’s Knowledge and except as set forth on Schedule 3.24(a), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) none of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries Seller that he or she intends to resignnot accept employment with Buyer or, retire upon accepting employment with Buyer, to discontinue such employment within the one year period beginning on Closing Date.
(b) Except as set forth on Schedule 3.24(b), Seller is not party to or terminate his bound by any employment agreements, consulting agreements or her engagement with the Company as a result termination, severance, retention or continuation of benefits agreements in respect of any current or former employee, consultant or independent contractor of the transactions contemplated Business and Seller has provided or made available to Buyer true, correct and complete copies of any such agreements. Except as set forth on Schedule 3.24(b), all employees of the business are “employees at will” and employed by this Agreement Seller.
(c) Except as set forth on Schedule 3.24(c), Seller is not a party to any Contracts with respect to Current Employees that would restrict restructuring or otherwiseoutsourcing or require any severance payment to which Buyer, after the Closing Date, would be bound.
(d) The Company Neither Xx. Xxxxxx and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years andXx. Xxxxxxxxxxx nor, to the knowledge Knowledge of Seller, any other officer, director, Current Employee, agent, consultant, or contractor of Seller are bound by any contract that purports to limit the Companyability of such officer, director, agent, Current Employee, consultant, or contractor to engage in or continue or perform any conduct, activity, duties or practice relating to the Business. To the Knowledge of Seller, no audit of the Company Current Employee is a party to, or is otherwise bound by, any Subsidiary is currently being performed pursuant to Contract that in any applicable workplace safety and insurance legislation. As of the date of this Agreementway adversely affected, there are no claims affects, or potential claims which may materially adversely will affect the Company or any Subsidiary’s accident cost experienceability of Buyer to conduct the Business as heretofore carried on by Seller.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Samples: Asset Purchase Agreement (Fox Factory Holding Corp)
Employees. (a) Section 3.1(33)(a) Except as set forth in Exhibit 5.27(a), there are no understandings for the employment of any officer or employee of the Company Disclosure Letter sets out (which are not 49 terminable by the Company without names liability on not more than 30 days' notice. Except as set forth in Exhibit 5.27(a), the Company is not a party to an oral or written consultant agreement not terminable upon 60 days or less notice or involving the payment of more than $10,000 per annum. Except as set forth in Exhibit 5.27(a), there are no material controversies pending or threatened between the Company and any of its employees. Except as disclosed in the Company Financial Statements or in Exhibit 5.27(a), all material sums due for employee compensation and benefits have been duly and adequately paid or provided for, and all deferred compensation obligations are fully funded. The Company is not a party to any collective bargaining agreement with respect to any of its employees or any labor organization to which its employees or any of them belong. Except as set forth in Exhibit 5.27(a), no director, officer or employee numbers) of the Company is entitled to receive any payment of any amount under any Employment Agreement, severance plan or other benefit plan as a true result of the consummation of any transaction contemplated by this Agreement. The Bank has been provided with a complete and complete list accurate listing of the names and current annual salary rates of all Senior Management Employeespersons employed by the Company, whether actively at work showing for each such person the amounts paid or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to payable as salary, bonus payments and commissions)any indirect compensation through September 30, eligibility to participate in short-term 1998, the current pay rate as of September 30, 1998, the names of all of the directors and long-term incentive plans (officers of the Company, and grants received under these plansthe names of all persons, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (holding tax and if non-active, other powers of attorney for the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationsCompany.
(b) Section 3.1(33)(bExcept as disclosed in Exhibit 5.27(b), (i) of the Company Disclosure Letter contains a correct is and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and all Law wages and hours, including, without limitation, any such laws respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights employment discrimination and occupational safety and health requirements, and safety, and, other than as disclosed in Section 3.1(33)(dany unfair labor practice; (ii) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of material unfair labor practice complaint against the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years andpending or, to the knowledge of the Company, threatened before the National Labor Relations Board; (iii) there is no audit of the Company labor dispute, strike, slowdown or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreementstoppage actually pending or, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company, threatened against or directly affecting the Company; and (iv) the Company pendinghas not experienced any material work stoppage or other material labor difficulty during the past five years, except in respect each case which would not result in a Material Adverse Change.
(c) Except as disclosed in Exhibit 5.27(c), the Company does not maintain, contribute to or participate in or have any material liability under any employee benefit plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any foreign workers and no such prior audit nonqualified employee benefit plans or deferred compensation, bonus, stock or incentive plans, or other employee benefit or fringe benefit programs for the benefit of former or current employees of the Company (the "Employee Plans"). No present or former employee of the Company has resulted been charged with breaching nor has breached a fiduciary duty under any of the Employee Plans. The Company does not participate in, nor has it in the revocation past five years participated in, nor has it any present or future obligation or liability under, any multiemployer plan (as defined at Section 3(37) of ERISA). Except as may be separately disclosed in Exhibit 5.27(c), the Company does not maintain, contribute to, or participate in, any work permit plan that provides health, major medical, disability or Labour Market Impact Assessmentlife insurance benefits to former employees of the Company.
(d) Exhibit 5.27(d) sets forth and describes all employee benefit plans in which the Company participates, or by which it is bound, including, without limitation; (i) any profit sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, welfare or incentive plan or agreement whether legally binding or not; (ii) any plan providing for "fringe benefits" to its employees, including but not limited to vacation, sick leave, medical, hospitalization, life insurance and other insurance plans, and related benefits; (iii) any written employment agreement and any other employment agreement not terminable at will; or (iv) any other "employee benefit plan" (within the meaning of Section 3(3) of ERISA) (collectively, the "Company Employee Plans"). Except as set forth in Exhibit 5.27(d), there are no negotiations, demands or proposals that are pending or threatened that concern matters now covered, or that would be covered, by any employment agreements or employee benefit plans other than amendments to plans qualified under Section 401 of the Code that are required by the Tax Reform Act of 1986 and later legislation; (ii) the Company is in compliance with the material reporting and disclosure requirements of Part 1 of Subtitle IB of ERISA and the corresponding provisions of the Code to the extent applicable to all such Employee Plans; (iii) the Company has substantially performed all of its obligations under all such employee benefit plans and employment agreements required to be performed heretofore; and (iv) there are no actions, suits or claims (other than routine claims for benefits) pending or, to the best knowledge of the Company, threatened against any such employee benefit plans and employment agreements or the assets of such plans, and to the best knowledge of the Company, no facts exist which could give rise to any actions, suits or claims (other than routine claims for benefits) against such plans or the assets of such plans.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pacific Community Banking Group)
Employees. (a) Section 3.1(33)(a) 11.1 The list included in Exhibit 3, is the complete list of the employees of the Company Disclosure Letter sets out on the date of execution of the Deed of Contribution (without names or employee numbersthe “Employees”) a true and gives for each Employee the true, accurate and complete list description of all Senior Management Employeesjob level job duties, whether actively at work or notyears of service with the Seller and the Company, date of expiration of the employment agreement if any, salary, social security cost and retirement cost, including their respective location, hire date and cumulative length of service, position, compensation severance payments (including but not limited to salary, bonus and commissionsTFR), eligibility the pension, health and insurance plans to participate in short-term which he or she participates and long-term incentive plans (any bonus or benefit he or she is entitled to under his or her employment agreement with the Company and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-activewhere an Employee has been continuously absent from work for more than one month, the reason for leave)) and whether they the absence.
11.2 There are subject no other rights, qualifications or benefits that any of the Employees can claim in addition, or different, from those described in Exhibit 3. There are no other individuals that may claim for any reason to a written employment Contract be re-classified as well as a list Employees of all former Senior Management Employees to whom the Company or obtain similar rights in addition to those listed in Exhibit 3.
11.3 None of the Employees hired on the fixed term basis has any right to be recognised as being hired for an indefinite period of time and no other Person has any right to be employed by the Company.
11.4 There is not in existence any employment contract between the Company and any person in suspension or which has been terminated but which is capable of being revived or enforced or in respect of which the Company has any continuing obligation.
11.5 There is not in existence any employment contract with any employee of the Company which cannot be terminated by three months’ notice or less or the minimum notice period prescribed by the applicable laws and regulations without giving rise to any claim for damages or compensation, save for the contracts listed in Exhibit 3.
11.6 The basis of the remuneration payable to the directors, statutory managers and employees of the Company is the same as that in force as at 30 November 2008. Except as provided in Exhibit 3, the Company is not obliged to increase nor has it made any provision to increase, other than in accordance with the provisions of a national collective agreement or indexation, the total annual remuneration payable to the directors, statutory managers or employees by more than five per cent or to increase the rates of remuneration of any of the directors, statutory managers or employees entitled to remuneration in excess of Euro 50,000 a year.
11.7 There are no amounts owing to any present or former director, statutory manager or employee of the Company other than remuneration accrued but not due or for reimbursement of business expenses and the Company has not incurred any liabilities arising from the termination of any employment contract or consultancy agreement.
11.8 The Company, and the Seller in respect of the Business, in relation to each of the Employees, has complied with all employment agreements, laws, relevant statutes, regulations, codes of conduct, collective bargaining agreements, orders and awards relevant to their working conditions or to the relations between it and its Employees or any relevant trade union or employees’ representatives.
11.9 Neither the Company nor the Seller in respect of the Business has agreed or promised to give to any of its Subsidiaries Employees different employment terms or conditions (e.g. benefit plans, increase in remuneration, extra-legal termination entitlements etc.) other than what has been set out in Exhibit 3 and all benefits and premiums in relation to any applicable state and supplementary pension, health and insurance plan(s) and other benefit plans have been timely, properly and validly paid.
11.10 Neither the Company nor the Seller in respect of the Business has under the terms of a collective agreement made or may have agreed to make a payment or provide or agreed to provide a benefit to a present or former director, statutory manager or employee or any outstanding obligationsdependant of a present or former director, indicating statutory manager or employee in connection with the nature actual or proposed termination or suspension of employment or variation of an employment contract.
11.11 The Company is not a party to a collective employment agreement or required to comply with a collective employment agreement other than in accordance with the applicable laws.
11.12 The Company has not a works or supervisory council or other body representing employees which has a right to be represented or attend at or participate in any board or council meeting or a right to be informed, consulted or make representations in relation to the business of the Company.
11.13 The Company and the value Seller in respect of such obligationsthe Business has timely complied with all applicable law and regulations with respect to social security in all material respects, including any applicable supplementary pension, health and/or insurance funds. All sums and amounts accrued (also in relation to TFR) up to the Completion Date will have been duly and timely paid before Completion and are duly and correctly reflected in Exhibit 3; any amounts eventually accrued and still payable at Completion (social contributions) will be duly and correctly accounted for in the accounting books and taken into account for the purposes of clause 2.5.
(b) Section 3.1(33)(b) 11.14 The Company and the Seller in respect of the Company Disclosure Letter contains a correct Business has complied with any applicable health, hygiene and complete list of each independent contractor engaged by safety at work place law and there are no pending or written threatened claims, proceedings or investigation against the Company in relation thereto, nor any events, facts or any subsidiary with an aggregate annual compensation in excess of $100,000, circumstances likely to lead anyone (including their consulting fees, any other forms of compensation past or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor present employees of the Company) to file or validly commence, and/or succeed in, such claims, proceedings or investigation in relation thereto.
11.15 The Company and the Seller in respect of the Business has been properly classified maintained current, adequate and suitable records relating to each of its present and past employees in accordance with the applicable law.
11.16 Save as an independent contractor and provided in disclosure schedule 11.16, neither the Company nor the Seller in respect of the Business is involved in any Subsidiary has received dispute regarding a claim of material importance with (i) Employees or former employees, any notice from trade union, association of trade unions, works council, staff association or other body representing employees or (ii) any Governmental Entity disputing such classification.
legal entity (c) All written Contracts in relation to Senior Management Employees have been disclosed in including the Data Room. No such employee has indicated cooperative), its employees or its associates providing services to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under circumstances likely to give rise to any such Law and there is no basis for such claimdispute or (iii) inspectors of Ministry of Labour.
(e) All amounts due or accrued due for all salary11.17 Save as provided in this Agreement, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in within the books and records period of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of one year ending on the date of this Agreement, there are no claims or potential claims which may materially adversely affect neither the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in nor the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received Seller in respect of the engagement Business has been a party to any transfer of foreign workers. No audit a business or undertaking that has required or will require notification to or consultation with any trade union, works council, staff association or other body representing employees.
11.18 The Company is not required by any Governmental Authority is being conductedapplicable law or contract to pay any tax, levy or to the knowledge of the Company pending, contribution in respect of any foreign workers and training scheme, arrangement or proposal.
11.19 There are no such prior audit has resulted in rights that any of the revocation Employees can claim regarding title, transfer, validity, enforceability, entitlement of any work permit Intellectual Property Right of the Company, including any remuneration, indemnity, compensation or Labour Market Impact Assessmentother payment in relation to the creation of any Intellectual Property Right of the Company.
Appears in 1 contract
Samples: Sale and Purchase Agreement (AGA Medical Holdings, Inc.)
Employees. (a) Section 3.1(33)(a) There is not pending or, to the knowledge of Sellers, threatened any labor dispute, strike or work stoppage against the Sellers which may interfere with the continued operation of the Company Disclosure Letter sets out (without names Business. Neither the Sellers nor any representative or employee numbers) a true of the Sellers has committed any unfair labor practices in connection with the operation of the Business, and complete list of all Senior Management Employees, whether actively at work there is not pending or threatened any charge or complaint against the Sellers by the National Labor Relations Board or any comparable agency. The Sellers are not, including their respective locationand, hire to the knowledge of the Sellers, will not become, liable for any retroactive workers' compensation insurance premiums or retroactive unemployment compensation experience ratings or charges in connection with the operation of the Business relating to the period of time prior to the date and cumulative length of servicethis Agreement. To the knowledge of Sellers, position, compensation (including but not limited no employee or consultant to salary, bonus and commissions), eligibility any Seller is subject to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active any secrecy or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company competition agreement or any other agreement or restriction of its Subsidiaries has or may have any outstanding obligations, indicating kind that would impede in any way the nature and the value ability of such obligations.
(b) Section 3.1(33)(b) employee or consultant to carry out fully all of their activities in furtherance of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written ContractBusiness. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed Except as described in the Data Room. Each independent contractor of Disclosure Schedule or the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts other schedules in relation to Senior Management Employees have been disclosed this Agreement, no employee employed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee 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 from Law by law from the employment of an employee without an agreement as to notice or severance.
. Sellers have previously provided Buyer with a current list of each employee or consultant to and contractor for Sellers and to the extent permitted by applicable privacy laws, the name, position, title, remuneration, bonus plan, (gincluding 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) Except as disclosed in Section 3.1(33)(g) vacation pay, and if absent from work, the reason for such absence and return to work date, if known, and country of the Company Disclosure Letterresidence. Each present employee, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation consultant and contractor of, to or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surchargesfor Sellers has, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, prior to the knowledge Closing will have, executed and delivered to Sellers a proprietary information agreement, true and correct copies of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant which have been delivered to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or Buyer prior to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact AssessmentClosing.
Appears in 1 contract
Employees. (a) Section 3.1(33)(a) Schedule 4.21 sets forth for all employees of the Company Disclosure Letter sets out Companies: the (without names i) name, (ii) job title, (iii) date of hiring or employee numbersengagement, (iv) a true date of commencement of employment or engagement, (v) current compensation paid or payable and complete list any change in compensation since the formation of all Senior Management Employeesthe Companies, whether actively at work or not(vi) sick and vacation leave that is accrued but unused, including their respective location, hire date (vii) service credited for purposes of vesting and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plansany Employee Benefit Plan, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any other employee benefit plan and (viii) details of its Subsidiaries has or may have any outstanding obligations, indicating disciplinary problems within the nature and the value of such obligations.
past two (b2) Section 3.1(33)(b) years. No retired employees of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company Companies, or any subsidiary with an aggregate annual compensation in excess of $100,000their dependents, including their consulting fees, any other forms of compensation are receiving benefits or are scheduled to receive benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Roomfuture from the Companies. Each No officer, director, agent, member, manager, employee, consultant, or independent contractor of the Company has been properly classified as an Companies is bound by any Contract that purports to limit the ability of such officer, director, member, manager, agent, employee, consultant, or independent contractor (a) to engage in or continue or perform any conduct, activity, duties or practice relating to the Business of the Companies or (b) to assign to the Companies or to any other Person any rights to any invention, improvement, or discovery. No former or current officer, director, member, manager, agent, employee, consultant, or independent contractor of the Companies is a party to, or is otherwise bound by, any Contract that in any way adversely affected, affects, or will affect the ability of the Companies to conduct the Business as heretofore carried on by the Companies. All salaries, wages and neither other compensation and benefits payable to each officer, director, agent, member, manager, employee, consultant, or independent contractor of the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees Companies have been disclosed in accrued and paid by the Data RoomCompanies when due for all periods through the Closing Date and will have been paid by the Companies when due for all periods through the Closing Date. No such The employment of each employee has indicated to who is employed by the Company Companies can be terminated by the Companies upon not more than fourteen (14) days’ notice without severance, penalty or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, andpremium, other than as disclosed in Section 3.1(33)(d) payment of the Company Disclosure Letter there are no outstanding claimsaccrued salaries, complaints, investigations or orders under any such Law wages and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) benefits. Except as disclosed in Section 3.1(33)(f) of set forth on Schedule 4.21, the Company Disclosure LetterCompanies do not own or maintain any Employee Benefit Plan pursuant to which any employee or former employee is entitled to benefits that the Companies maintain, no Company Employee to which the Companies contributes or has any agreement as obligation to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation ofcontribute, or relating to, with respect to which the Arrangement, including a change of control of Companies has any Liability or potential Liability Neither Seller nor the Company or of any of its Subsidiaries.
Companies has violated the Worker Adjustment and Retraining Notification Act (hthe “WARN Act”) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims similar state or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experiencelocal Legal Requirement.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Meridian Waste Solutions, Inc.)
Employees. (a) Section 3.1(33)(a) In this section 4 the expression "employee" shall include any director, secretary or other officer of the Company Company.
4.1 The documents attached to the Disclosure Letter sets out (without names or employee numbers) a true contain full and complete list accurate details of all Senior Management Employeesthe name, whether actively at work or notage, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus service and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment (including any arrangements or expectation, whether or not having the force of law, as to future variations in such terms and conditions) including, without limitation, rates of remuneration, benefits in kind, bonuses and commissions, notice periods, pensions, health insurance and life assurance of each employee of the Company.
4.2 The documents attached to the Disclosure Letter contain copies of the standard terms of employment of the employees of the Company, all contracts of employment with employees who are not employed solely on those standard terms and all Law respecting employmenthandbooks, including pay equitymanuals, wagesbenefit plans, hours disciplinary and grievance procedures, personnel policies, codes of work, overtime, vacation, human rights conduct and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) collective agreements applicable to employees of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claimCompany.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either 4.3 Since the Accounting Date there has been paid or are accurately reflected no change made in the books and records rate of remuneration, benefits or other terms of employment of any of the Company or senior employees of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) Company. For the purpose of the Company Disclosure Letterthis Schedule, no Company Employee has any agreement as a "senior employee" is an employee entitled to length of three months or more notice or severance payment required to terminate his or her employment, .
4.4 There is no employment contract between the Company and any of its employees which cannot be terminated by three months' notice or less without giving rise to a claim for damages or compensation (other than a statutory redundancy payment or statutory compensation for unfair dismissal).
4.5 None of the current senior employees of the Company has given or received notice terminating his employment.
4.6 None of the employees of the Company will be entitled to give notice terminating his employment as a result of the provisions of this Agreement and, so far as the Vendor is aware, none of the senior employees of the Company intends to resign or is likely to resign as a result of entry into of this Agreement or the transactions contemplated by this Agreement.
4.7 No amount is owed by the Company to any employee or former employee of the Company (or his dependants) other than for accrued remuneration or reimbursement of business expenses and no amount is owed to the Company by any such as results from Law from person.
4.8 The Company has maintained records which are up-to-date and accurate in all material respects records regarding the employment of each of its employees and former employees.
4.9 Since the Accounting Date, the Company has not:
(a) incurred a liability (actual or contingent) for breach or termination of an employment contract or for failure to comply with an order for the reinstatement or re-engagement of an employee; or
(b) made or agreed to make a payment or provided or agreed to provide a benefit to an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) former employee of the Company or to any of his or her dependants in connection with the termination of his or her employment beyond the minimum required by law.
4.10 Save in respect of the Xxxxxxx Xxxx Litigation (a brief summary of which is given within the Disclosure Letter) there is no dispute between the Company and any employee or former employee of the Company, any employee representative, trade union, staff association or works council representative and, so far as the Vendor is aware, there are no change circumstances likely to give rise to any such dispute.
4.11 There is no agreement or arrangement between the Company and any trade union, staff association or works council.
4.12 The Company, in relation to each of control paymentsits employees and former employees, golden parachuteshas complied with:
(a) all obligations imposed on it under contract, severance paymentsat common law, retention paymentsby statute and under codes of conduct and practice including, Contracts or other agreements without limitation, any obligation under any health and safety legislation;
(b) all customs and practices for the time being dealing with current or former relations between the Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control and employees of the Company or the terms of employment of the employees of the Company; and
(c) all relevant recommendations, orders, declarations and awards made under any relevant statute, regulation or code of conduct and practice.
4.13 There is no person employed or previously employed by the Company who has a right to return to work (including for reasons connected with maternity leave or absence by reason of illness or incapacity) or a right to be reinstated or re-engaged by the Company or to any compensation in lieu of any such right.
4.14 The Company does not have and is not proposing to introduce a share incentive, share option, profit sharing, bonus or other incentive scheme for any of its Subsidiariesemployees or former employees.
(h) Except as disclosed 4.15 There is and has been no training scheme, arrangement or proposal in Section 3.1(33)(h) of relation to the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of which a levy may become payable by the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact AssessmentCompany.
Appears in 1 contract
Samples: Share Purchase Agreement (4front Software International Inc/Co/)
Employees. 9.1 Neither of the Alclin Companies is party to any contract with any employee or director in terms of which:
(a) Section 3.1(33)(a) either of the Company Disclosure Letter sets out (without names Alclin Companies is obliged to give the employee or employee numbers) a true and complete list director more than 6 months’ notice of all Senior Management Employees, whether actively at work termination so as to avoid any claim for compensation or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time damages or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.employee; or
(b) Section 3.1(33)(b) each of the Company Disclosure Letter contains Alclin Companies is obliged to pay the employee or director a correct and complete list certain amount for loss of each independent contractor engaged employment or office,
9.2 save as provided for by operation of any Employment Law.
9.3 Neither of the Company Alclin Companies is party to any contract with any employee or any subsidiary with an aggregate annual compensation director in excess terms of $100,000, including their consulting fees, any other forms of compensation which the employee or benefits director is entitled to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed participate in the Data Room. Each independent contractor profits of either of the Company has been properly classified as an independent contractor and neither the Company nor Alclin Companies in any Subsidiary has received any notice from any Governmental Entity disputing such classificationmanner whatsoever including by way of a commission based on profits.
(c) All written Contracts in relation to Senior Management Employees 9.4 Each of the Alclin Companies and Xxxxxxx have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with Subscriber in writing the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment or engagement and the total remuneration of each employee and director of each of the Alclin Companies as at the Signature Date. Neither of the Alclin Companies will have, as at the Closing Date, amended any such terms and conditions or any such remuneration or taken any steps to terminate the employment or engagement of any such employee or director.
9.5 No employee, trade union or other body representing employees has made any demand for the amendment of any terms or conditions of any employee’s contract with either of the Alclin Companies or the increase of any employee’s remuneration.
9.6 Neither of the Alclin Companies has any liability to any former or current employee or director for any amount, whether in respect of arrear salaries, bonuses, profit share, accumulated leave, payment in lieu of leave, severance pay, compensation for loss of employment, pension, annuity, gratuity or otherwise.
9.7 Neither of the Alclin Companies is party to any recognition agreement or other agreement or arrangement with any trade union or other body representing employees.
9.8 Each of the Alclin Companies has complied with all Employment Laws and all Law respecting employmentwage determinations, including pay equitycollective agreements, wagesindustrial conciliation agreements, hours of workawards, overtime, vacation, human rights determinations and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) grievance procedures binding on either of the Company Disclosure Letter there Alclin Companies.
9.9 There are no outstanding claimsproceedings threatened, complaintspending or in process against either of the Alclin Companies in relation to any current or former employee of either of the Alclin Companies in terms of any Employment Law in relation to employees or in terms of or in respect to any wage determinations, investigations collective agreements, industrial conciliation agreements, awards, determinations and grievance procedures binding on either of the Alclin Companies, nor is either of the Alclin Companies or orders Xxxxxxx aware of any fact or circumstance which could give rise to such proceedings.
9.10 Neither of the Alclin Companies is party to any dispute with any employee, trade union or other body representing employees in terms of any Employment Law in relation to employees or in terms of or in respect to any wage determinations, collective agreements, industrial conciliation agreements, awards, determinations and grievance procedures binding on either of the Alclin Companies, nor is either of the Alclin Companies or Xxxxxxx aware of any fact or circumstance which could give rise to such dispute.
9.11 Neither of the Alclin Companies is under any such Law obligation to reinstate any employee who has been or will be dismissed.
9.12 To the best of each of the Alclin Companies’ and Xxxxxxx’s knowledge and belief, there is no basis for such claim.
(e) All amounts due fact, circumstance or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid event in existence or are accurately reflected which has occurred or which will exist or occur which could result in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other employee claiming compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control from either of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, Alclin Companies in respect of any foreign workers and occupational injury or accident which is not covered by insurance.
9.13 There is no such prior audit has resulted unfunded deficit in the revocation respect of any work permit pension fund or Labour Market Impact Assessmentretirement fund of which the employees of either of the Alclin Companies are members, regardless of whether either of the Alclin Companies has any liability in respect of that deficit.
Appears in 1 contract
Samples: Transaction Agreement
Employees. (a) Section 3.1(33)(a) The Employees Schedule lists all persons who are employees, independent contractors or consultants of the Company Disclosure Letter or its Subsidiaries, and sets out forth for each such individual the following: (without names i) name; (ii) title or employee numbersposition (including whether full or part time; (iii) a true hire date; (iv) current annual base compensation rate; and complete list (v) commission, bonus, or other incentive based compensation. As of the Closing Date, except as set forth on the Employees Schedule, all Senior Management Employees, whether actively at work or notcompensation, including their respective locationwages, hire date commissions and cumulative length bonuses, payable to employees, independent contractors or consultants of service, position, compensation the Company or its Subsidiaries for services performed on or prior to the Closing Date have been paid in full (including but not limited to salary, bonus and commissions), eligibility to participate or accrued in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement full in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)accordance with GAAP) and whether they there are subject no outstanding agreements, understandings or commitments of the Company or its Subsidiaries with respect to any compensation, commissions or bonuses.
(b) 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 ordinary course of business). Since the date of the Latest Balance Sheet, neither the Company nor any of its Subsidiaries has taken any action which would constitute a written employment Contract “plant closing” or “mass layoff” within the meaning of WARN or issued any notification of a plant closing or mass layoff required by WARN.
(c) Except as well set forth on the Contracts Schedule, neither the Company nor any of its Subsidiaries is party to or bound by any collective bargaining agreement or similar agreement with any labor organization. Except as a list set forth on the Employees Schedule: (i) to the Company’s knowledge, there are and within the past three (3) years have been no union organizing activities involving employees of all former Senior Management Employees to whom the Company or any of its Subsidiaries has Subsidiaries; (ii) there are no pending or, to the Company’s knowledge, overtly threatened strikes, work stoppages, walkouts, lockouts, or may similar material labor disputes and no such disputes have any outstanding obligationsoccurred within the past three (3) years; and (iii) within the past six (6) months, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary of the Subsidiaries has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation committed a material unfair labor practice, and there are no pending or, to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to Company’s knowledge, overtly threatened, unfair labor practice charges or complaints against the Company or any of its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwiseSubsidiaries.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of applicable laws pertaining to employment and all Law respecting employmentemployment practices, including pay equityall laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours hours, overtime compensation, commissions and commission agreements, child labor, hiring, promotion and termination of workemployees, overtimeworking conditions, vacationmeal and break periods, human rights and occupational privacy, health and safety, andworkers’ compensation, other than as disclosed in Section 3.1(33)(d) leaves of absence and unemployment insurance. All individuals characterized and treated by the Company Disclosure Letter there and its Subsidiaries as independent contractors or consultants are properly treated as independent contractors under all applicable laws. All employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. There are no outstanding claims, complaints, investigations actions or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of proceedings against the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surchargesSubsidiaries pending, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit threatened to be brought or filed, by or with any governmental authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant or independent contractor of the Company or any Subsidiary is currently being performed pursuant of its Subsidiaries, including, without limitation, any claim relating to any applicable workplace safety unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company hours or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports other employment related matter arising under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstandinglaws.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Samples: Merger Agreement (Sparton Corp)
Employees. (a) Section 3.1(33)(aTo the Company’s Knowledge, no Key Employee or independent contractor and no group of employees and/or independent contractors of any Acquired Company has presented any Acquired Company with written or verbal plans or intentions to terminate or modify his or her status as an employee or independent contractor of such Acquired Company, including upon or in connection with the consummation of the transactions contemplated hereby.
(b) Other than as set forth on Schedule 3.14(b), there are no Proceedings pending or, to the Knowledge of the Company, threatened against any Acquired Company with respect to or by any employee or independent contractor or former employee or independent contractor of such Acquired Company. In the past five years, no Acquired Company (i) experienced any strikes, work stoppages or slowdowns, labor grievances, claims of unfair labor practices or other material labor disputes or (ii) engaged in any unfair labor practices. To the Company’s Knowledge, there are no ongoing or threatened union organizing activities with respect to employees of such Acquired Company and no such activities have occurred in the past five years.
(c) Schedule 3.14(c) contains a true, complete and accurate list of each employee of each Acquired Company and (as applicable) such employee’s date(s) of the Company Disclosure Letter sets out hire by such Acquired Company, position and title (without names or employee numbers) a true and complete list if any), location of all Senior Management Employeesemployment, whether actively at work or not, including their respective location, hire date and cumulative length current rate of service, position, compensation (including but not limited to salary, bonus bonuses, commissions, other benefits, and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these planscompensation, if any), benefitswhether such employee is hourly or salaried, vacation entitlement in days, current status (full time or part-time, active whether such employee is exempt or non-exempt, the number of such employee’s accrued sick days and vacation days, whether such employee is absent from active (and employment and, if non-activeso, the date such person became inactive, the reason for leave)) and whether they are subject such inactive status the policy permitting such absence, and, if applicable, the anticipated date of return to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationsactive employment.
(bd) Section 3.1(33)(bSchedule 3.14(d) of the Company Disclosure Letter contains a correct true, complete and complete accurate list of each independent contractor engaged by the providing services to each Acquired Company or any subsidiary with an aggregate annual compensation in excess of $100,00010,000 per annum, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess contractor’s date(s) of $100,000 per annum have been disclosed in the Data Roomengagement by such Acquired Company, position and title (if any), and rate of compensation. Each Except as set forth on Schedule 3.14(d), none of such independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationcontractors are natural persons.
(ce) All written Contracts Each Acquired Company: (i) is and has been in relation to Senior Management Employees have been disclosed at all times in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resignpast five years, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in compliance in all material compliance respects with all applicable Laws respecting employment and social security including, but not limited to, data protection, internal labor regulations, employee-employer organizations, registration at the pertinent governmental entity(ies), payment of profit sharing, employment practices, classification of employment, equal employment opportunity, employee safety and health, terms and conditions of employment and wages and hours, in each case, with respect to current and former employees and independent contractors; (ii) has in all Law respecting employmentmaterial respects duly and correctly calculated, including pay equitywithheld and reported all Taxes and amounts required by Law, INFOTEP (Instituto Nacional de Formación Técnico Profesional) or by agreement to be withheld and reported with respect to wages, hours salaries, social security contributions, and other payments to current and former employees and independent contractors; (iii) is not liable for, and has not incurred any Liability with respect to, any arrears of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for, and has not incurred any Liability with respect to, any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for current and former employees and independent contractors. Each natural person who performs services for or on behalf of an Acquired Company Disclosure Letter there are no outstanding claims, complaints, investigations has been properly classified by such Acquired Company as either an employee or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation independent contractor in accordance with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable SubsidiaryLaw.
(f) Except as disclosed in Section 3.1(33)(f) of Within the Company Disclosure Letterpast five years, no Acquired Company Employee has implemented any agreement plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as to length of notice amended, or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severanceany similar Law.
(g) Except as disclosed could not result in Section 3.1(33)(g) material Liability to any Acquired Company, each of Parent, Seller and the Acquired Companies has correctly classified at all times and for all purposes, including Company Employee Benefit Plan eligibility and participation, those individuals performing services as common law employees, employees, leased, employees, independent contractors or agents of the Company Disclosure Letterapplicable Acquired Company, there are no change and have complied at all times with all Contracts regarding engagement and performance of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiariesservices.
(h) Except as disclosed All employees of J&S Audiovisual Mexico are and have been duly registered with the Mexican Institute of Social Security (Instituto Mexicano del Seguro Social), the Mexican National Fund of Housing Institute (Instituto del Fondo Nacional de la Vivienda para los Trabajadores), and the Mexican Savings for Retirement Fund System (Sistema de Ahorro para el Retiro), considering their real and actual salary and position. No Acquired Company has dismissed without cause any employee over the last two (2) years. With respect to each employee who has decided to voluntarily leave his or her employment with any Acquired Company, the corresponding Acquired Company obtained an executed letter of resignation from such employee in Section 3.1(33)(h) accordance with, and all of the Company Disclosure Letterterms of such letter were in full compliance with, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither all applicable Laws in effect at the Company nor any Subsidiary has been reassessed in any material respect under time of such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experienceresignation.
(i) The Company has disclosed in All employees of J&S Audiovisual Mexico are and have been duly registered with the Data Room Mexican National Fund for Workers’ Consumption (Instituto del Fondo Nacional para el Consumo de los Trabajadores) and all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstandingother Governmental Entities as required by Law.
(j) The Company J&S Audiovisual Mexico has only entered into an outsourcing services agreement with SIID for the provision of specialized services and its Subsidiaries personnel to J&S Audiovisual Mexico. No company other than SIID has directly provided personnel to J&S Audiovisual Mexico. SIID has entered into services agreements (the “Services Agreements”) with Xxxxxxx, X.X. de C.V. (“Xxxxxxx”) and Innova Quality, S.A. de C.V. (“Innova”) by means of which such companies, through SIID, provide J&S Audiovisual Mexico with specialized services and personnel.
(k) Each of TAV, CDI, and SIID are in full compliance with all terms applicable Laws, including without limitation, Laws relating to Taxes, employment, labor, and conditions social security. None of the employees of TAV, CDI and SIID (i) render personal and subordinated services to J&S Audiovisual Mexico and (ii) are or will be deemed to be employees of J&S Audiovisual Mexico, (iii) receive salary or any other compensation from J&S Audiovisual Mexico and (iv) are linked in any manner with J&S Audiovisual Mexico other than by the customer-service provider commercial relationship between J&S Audiovisual Mexico and TAV, CDI, and SIID, respectively.
(l) The execution of this Agreement and the consummation of the transactions contemplated hereby do not constitute a triggering event under any policy, arrangement, statement, commitment or agreement, which (either alone or upon the occurrence of any work permits and Labour Market Impact Assessments received additional or subsequent event) will or may result in respect any payment, severance, bonus, retirement or job security or similar-type benefit, or increase any benefits or accelerate the payment, vesting or funding of any benefits to any employee or former employee or director of any of the engagement Acquired Companies; and (ii) no payments, bonuses or severance are or will be due or required to be made as a result of foreign workers. No audit by or in connection with the Closing or otherwise as a result of any Governmental Authority is being conductedchange of control or other similar provisions, whether pursuant to contract, an incentive compensation plan, stock appreciation rights plan, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessmentotherwise.
Appears in 1 contract
Employees. (a) Section 3.1(33)(aSchedule 3.17(a) lists each employee of Sellers as of the date hereof and as of the date that is three (3) Business days prior to the Closing Date (provided that Sellers shall be permitted to deliver Schedule 3.17(a) as of three (3) Business Days prior to the Closing Date until the date that is two (2) Business Days prior to the Closing Date), along with his or her (i) base salary, (ii) title/position, (iii) Fair Labor Standards Act classification, (iv) leave status, (v) date of hire and (vi) accrued paid time-off.
(b) Neither the Company nor any of its Subsidiaries is party to any collective bargaining agreements or similar Contracts with any labor union applicable to any employees of the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list any of all Senior Management Employeesits Subsidiaries. Since January 1, whether actively at work or not2017, including their respective location, hire date and cumulative length no demand for recognition as the exclusive bargaining representative of service, position, compensation (including but not limited any employees has been made to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has by or may have on behalf of any outstanding obligationslabor union and, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000since January 1, including their consulting fees2017, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum there have been disclosed in the Data Roomno union organizing activities. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there There is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years andpending or, to the knowledge Knowledge of Sellers, threatened strike, lockout, slowdown, or work stoppage by or with respect to the Company, no audit employees of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety of its Subsidiaries and insurance legislationthere has been no such event since January 1, 2017. As Since January 1, 2017, each of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company its Subsidiaries has complied in all material respects with all applicable Laws respecting employment and employment practices, including Laws concerning terms and conditions of employment, wages and hours, immigration, classification and occupational safety and health. Each of the Company and its Subsidiaries is not, and since January 1, 2017 has not been, involved in any orders issued under OHSA material litigation, audit, governmental investigation, administrative agency proceeding, private dispute resolution procedure, or investigation of alleged employee misconduct, in each case with respect to employment or labor matters (including allegations of employment discrimination, retaliation, noncompliance with wage and there are no appeals hour Laws, the misclassification of any orders under OHSA currently outstanding.
(j) independent contractors, violation of restrictive covenants, sexual harassment, other unlawful harassment or unfair labor practices). The Company and its Subsidiaries are have not experienced a “plant closing” or “mass layoff” or similar group employment loss as defined in compliance the WARN Act with all terms and conditions respect to which there is any unsatisfied liability. During the 90-day period preceding the date hereof, no more than 10 employees at any “single site of any work permits and Labour Market Impact Assessments received employment” have suffered an “employment loss” as defined in the WARN Act with respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge Company and its Subsidiaries. Since January 1, 2017, there have been no sexual harassment allegations against any officer or other key employee of the Company pendingor its Subsidiaries.
(c) To the Knowledge of Sellers, in respect there are no facts that would reasonably be expected to give rise to a claim or claims of sexual harassment, other unlawful harassment or unlawful discrimination against or involving the Company or its Subsidiaries or any foreign workers and no such prior audit has resulted in employee, director or independent contractor of the revocation Company or its Subsidiaries.
(d) Sellers have taken actions reasonably designed to protect their employees from the effects of any work permit the “Coronavirus” or Labour Market Impact Assessment“COVID-19”, as described on Schedule 3.17(d).
Appears in 1 contract
Samples: Asset Purchase Agreement (Akorn Inc)
Employees. (a) Section 3.1(33)(aSchedule 3.17(a) contains a true, complete and correct list of each Employee, independent contractor and consultant who will perform work for a Company Group Member as of March 31, 2021, including each such Employee’s, independent contractor’s or consultant’s name, hire or retention date and job title, with respect to Employees, such Employee’s current employer, principal work location, current annual salary or base compensation, contract fee or hourly rate of pay (whichever is applicable), along with such Employee’s 2020 bonus and total commissions. Except as listed on Schedule 3.17(a), each Employee may be terminated at will by his or her employer without penalty or any continuing obligations, including severance, except for any accrued benefits under the Employee Plans or any statutory obligations to former employees. To the knowledge of the Companies, none of the Employees have committed a felony or other crime of the type that would prohibit any Company Disclosure Letter sets out Group Member from employing such Employee under Law. Each Company Group Member has on file (without names or employee numberswill have on file once hired) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason valid Form I-9 for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any each of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationsEmployees.
(b) Section 3.1(33)(bExcept as set forth on Schedule 3.17(b), no Company Group Member has experienced any strike, dispute, controversy, slowdown or stoppage, boycotts, pickets or grievance, claim of unfair labor practices, or other collective bargaining dispute within the past two (2) of years, and no such dispute is presently underway or, to the Companies’ knowledge, threatened. Except as set forth on Schedule 3.17(b), no Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary Group Member has received any notice from written notification of any grievances, complaints or charges that have been filed against any Company Group Member under any dispute resolution procedure (including, but not limited to, any proceedings under any dispute resolution procedure under any collective bargaining agreement) that have not been dismissed, and no Company Group Member is conducting or has conducted any internal investigations concerning employee misconduct, including, but not limited to alleged sexual harassment, other hostile environment or other alleged unlawful discrimination. Except as set forth on Schedule 3.17(b), no Company Group Member is subject to any charges or pending investigations with the US Equal Employment Opportunity Commission (EEOC) or the Illinois Department of Human Rights. Except as set forth on Schedule 3.17(b), to the Companies’ knowledge no Employee is subject to any threatened or pending investigation by any Governmental Entity disputing such classificationAuthority. No collective bargaining agreements are in effect or are currently being negotiated by any Company Group Member, and no Company Group Member is, or has ever been, a signatory to or otherwise bound by any collective bargaining agreement, union contract, memorandum or letter of understanding, project labor agreement or similar agreement with any trade union, labor organization or group. No Company Group Member has received written notice of pending or, to the Companies’ knowledge, threatened changes of employment status with respect to (including resignation of) the senior management of any Company Group Member.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letterset forth on Schedule 3.17(c), there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Actions pending against any Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conductedGroup Member, or to the knowledge of the Companies, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment or termination of any current or former applicant, Employee, consultant or independent contractor of any Company pendingGroup Member. To the Companies’ knowledge, all persons classified as non-employees, all persons classified as W-2 employees and all individuals classified as exempt from overtime requirements are and, for the past five (5) years, have been at all times properly classified as such.
(d) To the extent applicable, each Company Group Member is in compliance with its obligations pursuant to the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101 et seq. (as amended from time to time, “WARN” and, collectively with any similar state or local law, the “WARN Acts”) and all other notification obligations arising under any statute or otherwise, in respect each case to the extent affecting, in whole or in part, any site of employment, facility, operating unit or employee of the Company Group Member. No Company Group Member has ever been engaged in any transaction or engaged in layoffs, terminations or relocations sufficient in number to trigger any WARN Act obligation. No former Employees of any foreign workers and no such prior audit has resulted Company Group Member have suffered an “employment loss” (as defined in WARN) in the revocation ninety (90) days prior to the date of this Agreement.
(e) To the knowledge of the Companies (without any duty of inquiry),
(i) no allegations of sexual harassment have been made against (A) any officer, director or manager of any work permit Company Group Member or Labour Market Impact Assessment(B) any employee of any Company Group Member who, directly or indirectly, supervises at least eight (8) other employees of any Company Group Member, and (ii) no Company Group Member has entered into any settlement agreement related to allegations of sexual harassment or sexual misconduct by an employee, contractor, manager, officer or other Representative.
(f) As set forth on Schedule 3.17(f), the Companies have previously delivered to Purchaser true, correct and complete summaries of all: (i) workers’ compensation claims filed against any Company Group Member; and (ii) charges, grievances, complaints or notices of violation filed with, or otherwise made by, the Occupational Safety and Health Administration against any Company Group Member.
Appears in 1 contract
Samples: Purchase Agreement
Employees. (a) Neither the Company nor any of its Subsidiaries has experienced any strike, walkout, work stoppage or other material collective bargaining dispute since January 1, 2018. To the Knowledge of the Company, no organizational effort is presently being made or threatened by or on behalf of any labor union with respect to employees of either the Company or its Subsidiaries. Other than as provided in Section 3.1(33)(a2.17(a) of the Company Disclosure Letter sets out (without names Schedule, no collective bargaining agreements are in effect or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom currently being negotiated by the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationsSubsidiaries.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all Laws relating to employment or labor (including all such Laws relating to termination of employment, labor relations, equal employment, fair employment practices, severance pay, vacation or other paid time off, prohibited discrimination, immigration status, visas, unemployment, occupational safety and health standards, terms and conditions of employment and all Law respecting employmentwages and hours, including employee classification, employee leasing, labor relations, work status, pay equityequity and workers' compensation (collectively, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(dthe "Employment Matters") of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due , action, suit, audit, assessment, arbitration, inquiry, proceeding or accrued due for all salaryinvestigation pending, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years andor, to the knowledge Knowledge of the Company, no audit threatened against the Company or any of its Subsidiaries regarding any Employment Matters. No formal allegations of sexual harassment have been made against any current officer or director of the Company or any Subsidiary is currently being performed pursuant of its Subsidiaries, nor has the Company or any of its Subsidiaries, or any such officer or director entered into any settlement agreement related to any applicable workplace safety allegations of sexual harassment or misconduct.
(c) The Company has provided to CABO or its legal counsel by email on September 27, 2020 at approximately 12:02 p.m. Eastern Time, a list of all persons who are employees of the Company and insurance legislationits Subsidiaries 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 in all material respects: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate; (v) total compensation earned during calendar year 2020 and (vi) exempt or non-exempt status. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, due, owing, and payable to all employees, independent contractors or consultants of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are for services performed since January 1, 2018 have been paid in compliance with all terms material respects.
(d) Since January 1, 2018, neither the Company nor its Subsidiaries has effectuated (i) a "plant closing" (as defined in the Worker Adjustment and conditions 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 work permits and Labour Market Impact Assessments received site of employment or facility of Employer or (ii) a "mass layoff" (as defined in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conductedWARN Act, or to the knowledge any similar state, local or foreign law) affecting any site of employment or facility of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.its Subsidiaries
Appears in 1 contract
Employees. (a) Section 3.1(33)(a(a) of the Company Disclosure Letter Employees Schedule sets out (without names forth a description of the document provided or employee numbers) made available to the Purchaser that sets forth a true and complete list (the “Employee Census”) of all Senior Management Employeescurrent employees, whether actively at officers, directors, independent contractors, consultants and interns of the Company and its Subsidiaries as of the date hereof (collectively, the “Company Service Providers”), including, as applicable for each Company Service Provider: (i) corporate and functional title(s), (ii) date of hire, (iii) work or not, including their respective location, hire date and cumulative length (iv) employing entity, (v) whether such Person is on a leave of service, position, compensation absence (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plansand, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-activeso, the reason for leavesuch leave of absence), (vi) FLSA status (exempt or nonexempt), (vii) full‑/part‑time status, (viii) visa status (if applicable), (ix) current base compensation or wage rate, (x) commission, incentive and whether they are subject other bonus compensation paid for fiscal year 2016 and year- to-date accrual, (xi) commission, incentive or other bonus compensation attributable to a written employment Contract as well as a list 2016, but not yet paid and (xii) vacation or other paid time off accrual. No key employee or officer or group of all former Senior Management Employees to whom key employees or officers has notified the Company or any of its Subsidiaries has in writing or, to the Knowledge of the Company, orally of any plan or may intention to terminate his, her or their employment or service with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment or service of any outstanding obligations, indicating the nature and the value of such obligationskey employee or officer.
(b) Except as set forth on Section 3.1(33)(b(b) of the Employees Schedule, neither the Company Disclosure Letter contains a correct nor any of its Subsidiaries has experienced any strike, walk‑out, lock‑out, material grievance or unfair labor practice charge or complaint, or other material labor dispute within the past three years. Except as set forth on Section (b) of the Employees Schedule, to the Knowledge of the Company, no union organizing activities are underway or threatened with respect to employees of either the Company or any of its Subsidiaries and complete list no such activities have occurred within the past three years. Except as set forth on Section (b) of each independent contractor engaged the Employees Schedule, neither the Company nor any of its Subsidiaries is in receipt of any written notification or allegation of any material labor or employment dispute with respect to employees of either the Company or its Subsidiaries. Except as set forth on Section (b) of the Employees Schedule, no collective bargaining agreements are in effect or are currently being negotiated by the Company or any subsidiary of its Subsidiaries.
(c) The Company and each of its Subsidiaries are, and since January 1, 2013 have been, in compliance in all material respects with an aggregate annual compensation in excess all applicable Laws relating to the hiring and employment of $100,000labor, including their consulting feesall applicable Laws relating to wages, hours, overtime, collective bargaining, employment discrimination, harassment, retaliation, whistleblower statutes, immigration (including the employment of foreign citizens and requirements of Form I-9), civil rights, safety and health, workers’ compensation, pay equity, leaves of absence (including the federal Family and Medical Leave Act of 1993, as amended, and state and local family, medical and paid sick leave Laws), classification of employees, independent contractors and other service providers (including the FLSA), record retention, employment-related notices, pay statements, and the collection and payment of withholding and/or social security Taxes. Without limiting the generality of the foregoing, the Company and each of its Subsidiaries have maintained accurate and up-to-date records and personnel files for all Company Service Providers, which files include any executed offer letters, employment agreements, and any other forms of compensation guarantees to Company Service Providers. The Company will deliver true and correct originals or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide Company Service Provider records, notices and personnel files to the Purchaser. No Company Service Provider has, since January 1, 2013, brought or, to the Knowledge of the Company, threatened to bring a claim for base fees in excess unpaid compensation or employee benefits, including overtime amounts.
(d) Except as set forth on Section (d) of $100,000 per annum the Employees Schedule, within the past three years, neither the Company nor any of its Subsidiaries have been disclosed in implemented any employee layoffs requiring notice to affected employees under the Data Room. Each independent contractor federal Worker Adjustment and Retraining Notification Act or any similar Law (collectively, the “WARN Act”).
(e) Except as set forth on Section (e) of the Employees Schedule, neither the Company nor any of its Subsidiaries employs as an employee or engages as a consultant or other service provider any family member of any of the employees, officers, directors, managers or members of the Company has been properly classified or any of its Subsidiaries.
(f) Any individual who performs or performed services for the Company or any of its Subsidiaries and who is not treated as an independent contractor employee for federal income Tax purposes by the Company or any of its Subsidiaries is not an employee of the Company or any of its Subsidiaries under applicable Laws or for any purpose, including for Tax withholding purposes, or Plan purposes, and neither the Company nor any Subsidiary of its Subsidiaries has received any notice from liability (contingent or otherwise) by reason of any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to individual who performs or performed services for the Company or any of its Subsidiaries that he or she intends to resignSubsidiaries, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are an independent contractor, being improperly excluded from participating in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severancePlans.
(g) Except as disclosed in set forth on Section 3.1(33)(g(g) of the Company Disclosure LetterEmployees Schedule, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts internal complaints to management or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit human resources function of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims its Subsidiaries or potential claims which may materially adversely affect investigations within the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conductedpending or, or to the knowledge Company’s Knowledge, threatened relating to complaints of the discrimination, harassment, misclassification, workplace conditions, safety and health or wages and hours by or with respect to any current or former Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact AssessmentService Provider.
Appears in 1 contract
Employees. (a) Section 3.1(33)(aSchedule 4.23(a) of sets forth, for each Business Employee on the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employeesdate hereof, such employee’s name, employer, title, hire date, location, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and the expected return date), whether exempt or non-active (exempt, annual base salary or wage rate, accrued and if non-activeunused vacation days, the reason for leave)) most recent annual bonus received, current annual bonus opportunity, whether such Business Employee is a Key Employee and whether they are subject such Business Employee, if working in the United States, has or will require a “green card” or other work authorization under Applicable Law in order to be employed by any of the Buyer Parties or their respective Affiliates. Schedule 4.23(a) separately sets forth, for each Service Provider on the date hereof other than a written employment Contract as well as a list Business Employee, such Service Provider’s name, duties and rate of all former Senior Management Employees compensation. No Key Employee has indicated in writing to whom the Company Sellers or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries respective Affiliates that he or she intends to resign, resign or retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwiseotherwise within one year after the Closing Date.
(b) Sellers and their respective Affiliates are, and have been since January 1, 2009, with respect to current or former Service Providers, 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, civil rights, human rights, affirmative action, work authorization, immigration, work status, safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes. There are no pending Actions (other than audits or investigations) with respect to any of the Business Employees, to the Knowledge of Sellers, there are no pending Actions consisting of audits or investigations with respect to any of the Business Employees and, to the Knowledge of Sellers, there are no threatened Actions with respect to any of the Business Employees, including, in each case, any labor or employment disputes or controversies or unfair labor practice charges, health or safety related charges or other Actions, or complaints with respect to any of the Business Employees.
(c) None of Sellers or any of their respective Affiliates is or has been a party to or subject to, or is currently negotiating in connection with entering into, any Collective Bargaining Agreement or other labor agreement with any union or labor organization that covers any of the Business Employees, and to the Knowledge of Sellers there is not and there has not been any activity or proceeding of any labor organization or employee group (or representative thereof) to organize any such employees. There are not and, since January 1, 2009, there have not been any (i) labor strikes, slowdowns or stoppages or written threats of the same against any of the Sellers or any of their respective Affiliates with respect to or affecting the Business; (ii) representation claims or petitions pending before the National Labor Relations Board or any foreign equivalent with respect to any of the Business Employees; or (iii) grievances or arbitration proceedings against any of the Sellers or any of their respective Affiliates arising out of or under any Collective Bargaining Agreement. The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required for Sellers to enter into this Agreement or to consummate any of the transactions contemplated hereby.
(d) The Company Within the past three years, none of Sellers nor their respective Affiliates have implemented any plant closing or layoff of Business Employees that could implicate WARN and its Subsidiaries are in material compliance with all terms and conditions none of employment and all Law respecting employmentSellers or any of their respective Affiliates has taken any action that would reasonably be expected to cause Buyer Parties to have any liability or other obligation as of, including pay equityor immediately following, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders Closing Date under any such Law and there is no basis for such claimWARN.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in To the books and records Knowledge of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure LetterSellers, no Company Business Employee is a party to any noncompetition agreement, Contract with a third party or any other obligations of any kind (and the Seller and any of its Affiliates has not received any agreement as written notice alleging that any employee is such party or so subject) that (i) prohibits or otherwise limits in any way (or purports to length of notice prohibit or severance payment required to terminate limit in any way) any employee from performing his or her employmentduties with respect to the Business, (ii) restricts or limits in any way the scope or type of work in which he or she may be engaged other than such as results from Law from for the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) benefit of the Company Disclosure LetterBusiness or (iii) requires him or her to transfer, there are no change assign or disclose information concerning his or her work on behalf of control payments, golden parachutes, severance payments, retention payments, Contracts Sellers or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except their Affiliates, as disclosed in Section 3.1(33)(h) of the Company Disclosure Letterapplicable, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experiencethird party.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Employees. (a) Section 3.1(33)(a) Except as set forth on Schedule 4.25(a), each employee of the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissionsis employed on an at-will basis. Except as set forth on Schedule 4.25(a), eligibility the Company has not promised or represented or distributed any written material to participate in short-term and long-term incentive plans any of the directors, officers, employees, consultants, agents or representatives of the Company that any of such Persons will be employed or engaged by or receive any particular benefits from (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)i) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries Affiliates or (ii) the Purchaser or any of its Affiliates, in each case on or after the Closing Date. To the Knowledge of the Stockholders, no key employee and no group of employees of the Company has any plans to terminate or may have any outstanding obligations, indicating modify their status as an employee or employees of the nature and Company (including upon consummation of the value of such obligationstransactions contemplated hereby).
(b) Section 3.1(33)(bSchedule 4.25(b) sets forth a true, complete and correct list of all, independent contractors and consultants of the Company Disclosure Letter contains as of the Closing Date. Schedule 4.25(b) also set forth a true, complete and correct and complete list of each independent contractor engaged all outstanding loans to officers or employees. All income taxes, social security, unemployment and other taxes due and payable have been timely withheld by the Company or any subsidiary from its employees for all periods in compliance with an aggregate annual compensation in excess of $100,000Applicable Law. Federal, including their consulting feesstate, any other forms of compensation or benefits to which they are entitled local and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum foreign Tax Returns, as required by Applicable Law, have been disclosed in filed by the Data Room. Each independent contractor Company for all periods for which returns were due with respect to employee income tax withholding, social security and unemployment taxes, and the amounts shown thereon to be due and payable have been paid, together with any interest and penalties that are due as a result of the Company has been properly classified as an independent contractor Company’s failure to file such returns when due, and neither pay, when due, the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationamounts shown thereon to be due.
(c) All written Contracts in relation Except as set forth on Schedule 4.25(c), all obligations to Senior Management Employees individuals who are or have been disclosed in the Data Room. No such employee has indicated to directors, officers, employees, independent contractors, consultants, agents or representatives of the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, for wages, hours of workreimbursements, overtimefees, commissions, bonuses, retirement, severance, deferred compensation, incentive, stock option, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans unemployment and other similar accruals payments, distributions and benefits, and all contributions (voluntary or otherwise) to any payments under all employee benefit plans, have either been paid or are accurately reflected in the books and records Ordinary Course of Business through the Company or of the applicable SubsidiaryClosing Date.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Employees. (a) Section 3.1(33)(aSchedule 3.23(a) of the Company Disclosure Letter sets out (without names or employee numbers) contains a true true, correct and complete list of all Senior Management Employees, whether actively at work individuals who are employees or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list independent contractors of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified Acquired Entity as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, 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) if an employee, the employing entity, (iii) whether such individual is an employee or independent contractor, (iv) if an employee, such employee’s title or position (including whether full time or part time), (v) location, (vi) hire or retention date, (vii) current annual base compensation rate or hourly rate, (viii) commission, bonus or other incentive-based compensation, (ix) if an employee, exempt or non-exempt status and (x) and any payments owing or arising at or prior to the Closing from or as a result of the consummation of the Transactions, including any payments for stock appreciation or similar rights, any severance or bonus plan payment, or any similar payment, including the amount of each such payment.
(b) Except as set forth on Schedule 3.23(a), (i) there are no claims or potential claims which may materially adversely affect the Company leased employees, temporary workers, contingent workers, or any Subsidiaryother Persons performing, and no such Person has performed, services for any Acquired Entity who are not classified as an employee or former employee performing services for an Acquired Entity and (ii) all compensation, including wages, commissions and bonuses, payable to employees or independent contractors of each Acquired Entity for services performed on or prior to the date hereof, with the exception of base salary or hourly wages for employees for the current pay period that are payable on an Acquired Entity’s accident cost experiencenext regular payroll date, have been paid in full, and there are no outstanding agreements, understandings or commitments of any Acquired Entity or any of their Affiliates with respect to any compensation, commissions, or bonuses.
(ic) The Company has disclosed Each officer of any Acquired Entity and, to the Knowledge of the Acquired Entities, each employee of any Acquired Entity with annual compensation in excess of $50,000 is currently devoting all of his or her business time to the Data Room all orders conduct of the business of the Acquired Entities, as applicable, and is not devoting any business time to the conduct of any other business. To the Knowledge of the Acquired Entities, no officer or employee of any Acquired Entity is currently working for or currently plans to work for a competitive enterprise, whether or not such officer or employee is or will be compensated by such enterprise. To the Knowledge of the Acquired Entities, no employee of any Acquired Entity is in material inspection reports under applicable occupational health and safety legislation (“OHSA”)violation of any term of any employment contract, patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by any Acquired Entity because of the nature of the business conducted or presently proposed to be conducted by the Acquired Entity or to the use of Trade Secrets or proprietary information of others. There are no charges pending under OHSAClaims or, to the Knowledge of the Acquired Entities, investigations pending, or, to the Knowledge of the Acquired Entities, threatened, with respect to any Contract referred to in the preceding sentence. The Company has complied No Acquired Entity is delinquent in all material respects with payments to any orders issued under OHSA and there are no appeals of its employees or independent contractors for any orders under OHSA currently outstandingwages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees or independent contractors.
(jd) The Company and its Subsidiaries are Except as set forth on Schedule 3.23(d), except for payments that will be listed on the Closing Payment Certificate, no Acquired Entity has or will have made any binding commitments (whether written or verbal) to any officers, employees or former employees or independent contractors with respect to compensation, benefits, promotion, retention, termination, severance, policies, change in compliance with all control, other terms and conditions of any work permits and Labour Market Impact Assessments received employment or similar matters in respect connection with the Transactions.
(e) There has been no “mass layoff” or “plant closing” within the meaning of the engagement of foreign workers. No audit by any Governmental Authority is being conductedWARN Act, or any similar state, local or foreign “mass layoff” or “plant closing” Law with respect to the knowledge of the Company pendingany Acquired Entity since January 1, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment2019.
Appears in 1 contract
Samples: Equity Purchase Agreement (Innovex Downhole Solutions, Inc.)
Employees. (a) Section 3.1(33)(a) Schedule 3.18 sets forth, with respect to each employee of the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employeeseach Seller Entity, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation respectively (including but not limited any such employee of such Seller Entity who is on a leave of absence or on layoff status subject to salaryrecall) (i) the name of such employee and the date as of which such employee was originally hired by such Seller Entity, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, whether the employee is on an active or non-active inactive status; (and if non-active, the reason for leave)ii) and whether they are subject to a written employment Contract such employee's title; (iii) such employee's annualized compensation as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect including base salary, vacation and/or paid time off accrual amounts, bonus and/or commission potential, and (iv) any authorization of any Governmental Entity that is held by such employee and that is used in connection with the Company or any Subsidiary’s accident cost experienceBusiness. Except as disclosed on Schedule 3.18(a). the employment of each of the employees of the Business is terminable by the applicable Seller Entity at will.
(ib) The Company has disclosed in Schedule 3.18(b) lists all Persons who are currently performing services for the Data Room all orders Business who are classified other than as employees of the Seller Entities, such as "consultants," "independent contractors," or "temps" (collectively, "Contingent Workers") the compensation or fee arrangements of or for each such Contingent Worker and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects whether any Seller Entity is party to an agreement with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received or in respect of the engagement provision of foreign workers. No audit services by any Governmental Authority such Contingent Worker (whether or not in writing). Any such agreements are listed on Schedule 3.14 and have been delivered (or, in the case of agreements that are not in writing, a summary thereof has been delivered) to Buyer. All Persons engaged directly or through another entity by any Seller Party for the benefit of the Business as Contingent Workers rather than employees, have been properly classified as such and have been engaged in accordance with all applicable Laws and all Seller Entity Employee Plans.
(c) Neither Seller Entity is being conductedor has ever been a party to or bound by any union contract, collective bargaining agreement or similar contract. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting the Seller Entities or any of their respective employees or Contingent Workers.
(d) Schedule 3.18(d) lists all current employee manuals and handbooks, employment policy statements, employment agreements, and other materials relating to the knowledge employment of the Company pendingcurrent employees of the Business. The Seller Entities have delivered to Buyer complete copies of all such documents.
(e) None of the employees of the Business have notified or otherwise indicated to any Seller Party that he or she intends to terminate his or her employment with either Seller Entity, or, in respect the case of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.a Transferred Employee, not to accept employment with Buyer;
Appears in 1 contract
Samples: Asset Purchase Agreement (DealerTrack Holdings, Inc.)
Employees. (a) Section 3.1(33)(a) Schedule 3.20 hereto contains a complete and accurate schedule of all employment contracts and consulting agreements to which the Acquired Companies are a party or otherwise bound to and Part 3.20 of the Company Disclosure Letter sets out (without names or employee numbers) contains a true complete and complete accurate list of all Senior Management Employeesthe following information for each "corporate staff" employee (i.e., whether actively at work employees who are paid by the Acquired Companies as opposed to employees whose compensation is reimbursed by owners of properties managed by the Acquired Companies) or notdirector of the Acquired Companies, including their respective locationeach employee on leave of absence or layoff status: employer; name; job title; current compensation paid or payable and any change in compensation since January 1, hire date 1998; vacation accrued; and cumulative length service credited for purposes of service, position, compensation (including but not limited to salary, bonus vesting and commissions), eligibility to participate in shortunder any Acquired Company's pension, retirement, profit-term and longsharing, thrift-term incentive plans savings, deferred compensation, stock bonus, stock option, cash bonus, employee stock ownership (and grants received under these plans, if anyincluding investment credit or payroll stock ownership), benefitsseverance pay, insurance, medical, welfare, or vacation entitlement in daysplan, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationsother Employee Benefit Plan.
(b) Section 3.1(33)(bTo the Knowledge of Seller, no employee or director of any Acquired Company is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, non-competition, or proprietary rights agreement, between such employee or director and any other Person ("Proprietary Rights Agreement") that in any way adversely affects or will affect (i) the performance of his duties as an employee or director of the Acquired Companies, or (ii) the ability of any Acquired Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000to conduct its business, including their consulting feesany Proprietary Rights Agreement with Seller or the Acquired Companies by any such employee or director. To Seller's Knowledge, no director, officer, or other key employee of any other forms of compensation or benefits Acquired Company intends to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all terminate his employment with such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationAcquired Company.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in No employee or director of any Acquired Company will be a party to, or will otherwise be bound by, any agreement or arrangement with Seller or any Related Person of Seller immediately following the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwiseClosing.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) Part 3.20 of the Company Disclosure Letter there are no outstanding claimsalso contains a complete and accurate list of the following information for each retired employee or director of the Acquired Companies, complaintsor their dependents, investigations receiving benefits or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salaryscheduled to receive benefits in the future: name, wagespension benefit, bonusespension option election, commissionsretiree medical insurance coverage, vacation with payretiree life insurance coverage, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiarybenefits.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Employees. (a) Section 3.1(33)(a) of The Company has made available to Parent in the Company Disclosure Letter sets out (without names or employee numbers) Data Room a true true, correct and complete list schedule of all Senior Management Company Employees, whether actively at work including any Company Employee who is on a leave of absence of any type, paid or notunpaid, including their respective locationauthorized or unauthorized, hire date and cumulative length of service, that sets forth for each such individual the following: (i) name; (ii) job title or position, compensation ; (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or partiii) full-time, active part-time or non-active other related employment category; (iv) hire date; (v) current annual base compensation; (vi) commission, bonus or other incentive compensation; (vii) work location(s), both permanent and if non-active, temporary; and (viii) a description of fringe benefits currently provided as of the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationsdate hereof.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000All compensation, including their consulting feeswages, any commissions, bonuses, fees and other forms of compensation compensation, payable to Company Employees or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide Company Independent Contractors for base fees in excess of $100,000 per annum work or services performed have been disclosed paid in full or accrued on the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationClosing Balance Sheet.
(c) All written Contracts in relation Except as disclosed on Schedule 2.25(c)(i), there are no labor grievances or disputes (including any work slowdowns, lockouts, stoppages, picketing or strikes) pending, or to Senior Management Employees the Company’s Knowledge, threatened related to any Company Employee. Except as disclosed on Schedule 2.25(c)(ii), (i) no Company Employee is represented by a labor union, association or representative body, (ii) the Company is not a party to, or otherwise subject to, any collective bargaining agreement or Contractual Obligation with a works council, labor union, association or representative body, (iii) during the past five (5) years there have been disclosed in the Data Room. No such employee has indicated no strikes, slowdowns, work stoppages, disputes, lockouts, or to the Company’s Knowledge, threats thereof, by or with respect to any Company Employee, (iv) to the Company’s Knowledge, no petition has been filed or its Subsidiaries that he proceedings instituted by any Company Employee or she intends group of Company Employees with any labor relations board seeking recognition of a bargaining representative and (v) to resignthe Company’s Knowledge, retire there is no organizational effort currently being made or terminate his threatened by, or her engagement with the on behalf of, any labor union, association or representative body to organize any Company as a result Employees and no demand for recognition of the transactions contemplated by this Agreement Company Employees has been made by, or otherwiseon behalf of, any labor union, association or representative body.
(d) Except as disclosed on Schedule 2.25(d), the Company is and has been in compliance in all material respects with all applicable Laws pertaining to employment and employment practices to the extent they relate to Company Employees and Company Independent Contractors. All individuals characterized and treated by the Company as Company Independent Contractors are properly treated as independent contractors under all applicable Laws. All employees of the Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are properly classified in all material respects. The Company is in compliance in all material respects with and its Subsidiaries are has complied in all material compliance respects with all terms and conditions of employment and all Law respecting employmentimmigration Laws, including pay equityForm I-9 requirements and any applicable mandatory E-Verify obligations. There are no actions, investigations, judgments, decrees, or orders against the Company pending, or to the Company’s Knowledge, threatened to be initiated, brought or filed, by or with any court, Governmental Authority in connection with the application for employment or employment of any current or former applicant, employee, or independent contractor of the Company, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours hours, overtime compensation, employee classification, child labor, hiring, promotion and termination of workemployees, overtimeworking conditions, vacationmeal and break periods, human rights and occupational privacy, health and safety, andworkers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders employment related matter arising under any such Law and there is no basis for such claimapplicable Laws.
(e) All amounts due To the Company’s Knowledge, no employee, officer, director, contractor or accrued due for all salaryconsultant of the Company is obligated under any applicable Law or under any Contractual Obligation of any nature, wagesor is subject to any judgment, bonusesdecree or Governmental Order, commissionsthat would interfere with the use of such employee’s, vacation with payofficer’s, sick days and benefits under Employee Plans and other similar accruals have either been paid director’s, contractor’s or are accurately reflected in consultant’s best efforts to promote the books and records interests of the Company or that would conflict with the Business. To the Company’s Knowledge, the conduct of the applicable SubsidiaryBusiness has not and will not, and the consummation of the Contemplated Transactions will not, conflict with or 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 is obligated.
(f) Except as disclosed in Section 3.1(33)(fIn the last five (5) of years, the Company Disclosure Letterhas not implemented or announced a “plant closing,” “mass layoff,” or other similar action as defined in the Worker Adjustment and Retraining Notification Act, no Company Employee has 29 U.S.C. §§ 2101 et seq., (“WARN”) and any agreement as to length of notice similar applicable state law or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severancelocal law.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with all Laws regarding the 2019 novel coronavirus (COVID-19), including all applicable federal, state and local Governmental Orders (whether in the United States or any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(jother jurisdiction) The Company and its Subsidiaries are regarding shelters-in-place or similar Governmental Orders in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect effect as of the engagement date hereof. As of foreign workers. No audit by any Governmental Authority is being conductedthe date hereof, or to the knowledge all service providers of the Company pending, in respect of any foreign workers and no such prior audit has resulted in that are required to work remotely are reasonably able to provide their services to the revocation of any work permit or Labour Market Impact AssessmentCompany remotely.
Appears in 1 contract
Employees. Except as set forth in Schedule 3.6, with respect to the Acquired Business and employees of the Seller:
(a) Section 3.1(33)(a) of the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company Seller has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are is in material compliance with all Laws respecting employment and employment practices including any provisions thereof relating to health and safety, terms and conditions of employment and all Law respecting employment, including pay equity, wages, equity and wages and hours of work;
(b) the Seller has not and is not engaged in any unfair labour practice and no unfair labour practice complaint, overtimegrievance or arbitration proceeding is pending or, vacationto the knowledge of the Seller, human rights and occupational health and safetythreatened against the Seller;
(c) none of the operations of the Seller is subject to a collective bargaining agreement, none of the employees of the Seller is represented by a labour union or other labour organization, no collective bargaining agreement is currently being negotiated by the Seller and, other than as disclosed in Section 3.1(33)(d) of to the Company Disclosure Letter Seller's knowledge, there are no outstanding claims, complaints, investigations or orders under organizing activities pending with respect to any such Law and of the employees of the Seller;
(d) currently there is no basis for such claim.labour strike, dispute, work slowdown or stoppage pending or involving or, to the knowledge of the Seller, threatened against the Seller;
(e) All all amounts due or accrued accruing due for all salary, wages, bonuses, commissions, vacation with pay, sick days and pension benefits under Employee Plans and or other similar accruals have either been paid employee benefits or compensation are accurately reflected in the books Books and records of Records, in accordance with the Company or of the Seller's accounting practices and applicable Subsidiary.Law;
(f) Schedule 3.6 contains a correct and complete list of all employees of the Seller currently employed (the "Employees"), whether active at work or not, their salaries, bonus arrangements, special benefits, fringe benefits, positions, ages, status as full-time or part-time employees and length of service. Except as disclosed in Section 3.1(33)(fSchedule 1.3(b) or Schedule 3.6, all such Employees have received all remuneration and bonuses to which they were entitled to receive payments prior to the Closing Date in the course of their employment with the Seller. Schedule 3.6 also sets forth a true, correct and complete list of the Company Disclosure Letterfollowing:
(i) separately by location, no Company the names, dates of birth, dates of hire, job titles and current salary or wage rates of all Employees, including any Employee on leave or other absence who has any agreement as or may have a statutory, contractual or other right to length return to work or a right to be reinstated in a job with the Seller, together with a summary of notice all bonus, incentive compensation or severance payment required other additional compensation or similar benefits paid or payable to terminate his such Employees for the 2002 calendar year;
(ii) all arrangements, written or her employmentoral, other than such as results from Law from which compel the employment of an employee without an agreement as to notice any Employee by the Seller; and
(iii) separately by location, the names, job titles and current salary or severance.wage rates of all independent contractors, consultants, and dealers who principally perform services for the Seller;
(g) Except as disclosed in Section 3.1(33)(gset forth on Schedule 3.6, (i) to the knowledge of the Company Disclosure LetterSeller, there have been no union organizing efforts conducted within the last two (2) years; (ii) during the two (2) years prior to the date of this Agreement there has not been, any strike, work stoppage, work slowdown or other material labour dispute with respect to Employees or affecting the Assets; (iii) there is no charge or complaint of discrimination, which is pending with any Governmental Body or, to the Seller's knowledge, threatened against the Seller relating to any of the Employees and there are no change administrative charges or court complaints pending or, to the Seller's knowledge, threatened against the Seller under any applicable statute including Quebec's Labour Code or Act Respecting Labour Standards, or before the Commission des Normes du Travail or any provincial, municipal or federal court or agency or labour relations board or any other Governmental Body empowered to administer labour relations concerning alleged employment discrimination or any other matters relating to the employment of control paymentslabour; (iv) there is no commitment or agreement to increase wages or modify the terms and conditions of employment of any Employee; (v) the Seller is not currently engaged in any labour negotiation affecting any Employee; and (vi) the Seller is not a party to any application, golden parachutes, severance payments, retention payments, Contracts complaint or other agreements proceeding under any statute regarding collective bargaining with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of respect to any of its Subsidiaries.Employee;
(h) Except as disclosed in Section 3.1(33)(hSchedule 3.6, no Employee has given notice of his or her intent to terminate employment with the Seller;
(i) of the Company Disclosure LetterExcept as disclosed in Schedule 3.6, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, written employment contracts or oral employment contracts (other amounts due or owing pursuant to than contracts which can be terminated by the Seller for any workplace safety reason whatsoever upon prior notice of not greater than thirty (30) days) in place between the Seller and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years Employee; and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are Except as disclosed in compliance with all terms and conditions of Schedule 3.6, since January 1, 2002 the Seller has not paid or agreed to pay any work permits and Labour Market Impact Assessments received bonus, fee, distribution, remuneration or other compensation, nor provided or agreed to provide any other benefit to any Employee other than in respect the ordinary course of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to Business in accordance with the knowledge of the Company pending, Seller's compensation levels and practices in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessmenteffect on that date.
Appears in 1 contract
Employees. (a) Section 3.1(33)(a) The Company has provided a true and complete list of the names and total number of employees of the Company Disclosure Letter sets out and the Subsidiaries on the date of this Agreement which indicates (without i) the names or employee numbersand total number of employees of the Company and the Subsidiaries employed on the date of this Agreement on a regular, full-time basis; (ii) the names and total number of employees of the Company and the Subsidiaries employed on the date of this Agreement on a temporary basis; and (iii) the names and total number of employees of the Company and the Subsidiaries working on the date of this Agreement on a part-time basis.
(b) The Company has provided a true and complete list of all Senior Management Employeescurrent salaried employees of the Company and the Subsidiaries as of the date of this Agreement, whether actively at work or notwhich correctly reflects their salaries, including their respective location, hire date and cumulative length of service, position, any other compensation payable to them (including but not limited compensation payable pursuant to salarybonus, bonus and commissionsdeferred compensation or commission arrangements), eligibility to participate in short-term their dates of employment and long-term incentive plans (and grants received under these planstheir positions. To the knowledge of the Company, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list no executive employee of all former Senior Management Employees to whom the Company or any Subsidiary and no group of its Subsidiaries the Company’s or any Subsidiary’s employees has any plans to terminate his, her or may have any outstanding obligationstheir employment. The Company and each Subsidiary has complied in all material respects at all times with all laws relating to the employment of labor, indicating the nature including provisions thereof relating to wages, hours, equal opportunity, collective bargaining and the value payment of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct social security and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written ContractTaxes. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither Neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation material labor relations problem pending, or to Senior Management Employees have been disclosed in the Data Roomknowledge of the Company, threatened and its labor relations are satisfactory. No such employee has indicated to There are no workers’ compensation claims pending against the Company or its Subsidiaries that he or she intends to resignany Subsidiary, retire or terminate his or her engagement with nor is the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or aware of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant facts that would give rise to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years a claim. No executive officer and, to the knowledge of the Company, no audit employee of the Company or any Subsidiary is currently being performed pursuant subject to any applicable workplace safety and insurance legislation. As secrecy or noncompetition agreement or any other agreement or restriction of any kind that would impede in any way the ability of such officer or employee to carry out fully all activities of such employee in furtherance of the date business of this Agreementthe Company and each Subsidiary. The Company or the Subsidiaries own all Intellectual Property material to and utilized in or anticipated to be utilized in the business of the Company developed by their respective current and former employees, there are contractors and independent consultants during the period of their employment or within the scope of their contracting or consulting relationship, as the case may be, with the Company or the Subsidiaries. To the knowledge of the Company, no claims employee or potential claims which may materially adversely affect former employee of the Company or any Subsidiary has any claim with respect to any such Company Intellectual Property set forth in 3.14 of the Disclosure Schedule.
(c) The employment of any terminated employee of the Company or any Subsidiary has been terminated in accordance with any applicable contractual terms and applicable law, and the Company and the Subsidiaries do not have any material liability under any material contract or applicable law toward any such terminated employee. The consummation of the Merger or the other transactions contemplated hereby will not cause the Company or any Subsidiary to incur or suffer any liability relating to, or obligation to pay, severance, termination or other payments to any Person.
(d) Neither the Company nor any Subsidiary has made any loans (except advances against accrued salaries or for business travel, lodging or other expenses in the normal course of business) to any employee of the Company or any Subsidiary’s accident cost experience.
(e) Except as set forth in Section 3.17(e) of the Disclosure Schedule, (i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any strikes, slowdowns, work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conductedstoppages or other labor controversies pending or, or to the knowledge of the Company, threatened in writing against or otherwise affecting the employees or facilities of the Company pendingor any Subsidiary; (ii) neither the Company nor any Subsidiary has experienced any labor strike, slowdown, work stoppage exceeding 24 hours or other material labor controversy involving its employees within the past two years; (iii) no labor representatives hold bargaining rights with respect to any employees of the Company or any Subsidiary, and there are no current or, to the knowledge of the Company, threatened attempts to organize or establish any trade union or employee association with respect to the Company or any Subsidiary; (iv) the Company and each Subsidiary has paid in respect full to all employees all wages, salaries and commissions due and payable to such employees and has fully accrued for on such Company’s or such Subsidiary’s accounts all amounts for wages, salaries and commissions due but not yet payable to such employees; (v) the Company and each Subsidiary has paid in the ordinary course all social security, social welfare, payroll, national insurance or similar contributions or Taxes due, and other contributions or Taxes due on wages, salaries, commissions and all other amounts paid to past or present employees; and (vi) there have been no lay-offs of any foreign workers employees or senior employees or work reduction programs undertaken by or on behalf of the Company or the Subsidiaries in the past two years, and no such programs have been adopted by any of the Company’s or Subsidiaries’ boards of directors or publicly announced within the prior audit has resulted three years.
(f) Section 3.17(f) of the Disclosure Schedule sets forth a list of all employees of the Company who hold a temporary work authorization, including without limitation H-1B, F-1 or J-1 visas or work authorizations (the “Work Permits”), setting forth the name of the employees, the type of Work Permit and the length of time remaining on such Work Permit. With respect to each Work Permit, all of the information that the Company provided to the U.S. Department of Labor (the “DOL”) and the U.S. Citizenship and Immigration Services, a bureau of the Department of Homeland Security (the “USCIS”), in the revocation application for such Work Permit was, to the Company’s knowledge, true and complete at the time of filing and is, to the Company’s knowledge, true and complete as of the date hereof. The Company received the appropriate notice of approval from the USCIS with respect to each such Work Permit. The Company has not received any notice from the USCIS or any other Governmental Entity that any Work Permit has been revoked. There is no action pending or threatened in writing to revoke or adversely modify the terms of any work permit or Labour Market Impact Assessmentof the Work Permits.
Appears in 1 contract
Employees. (a) Section 3.1(33)(aSchedule 3.16(a) accurately sets forth, with respect to each employee of Seller whose services primarily relate to the Company Disclosure Letter sets out Fiber Business and who are employed by Seller as of October 4, 2014: (without names or i) the name, title and classification of each employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salaryexempt/nonexempt, bonus and commissions)salaried/unsalaried, eligibility to participate in shortfull-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or time/part-time, active etc.); (ii) each employee’s current annualized base compensation and bonus arrangements or non-active opportunities; (and if non-activeiii) the current number of hours of vacation or similar paid time off that each employee has accrued; (iv) whether the employee is receiving workers compensation or disability payments or is on leave or other inactive status, the reason for leave)therefor and the expected end date of such status; and (v) the identification of any equity or quasi-equity incentives, options, awards, grants or securities of Parent, Seller or their Affiliates held by each Business Employee (if any) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value treatment of such obligationsequity or quasi-equity incentives, options, awards, grants or securities upon the consummation of the transactions contemplated herein. No employee of Seller who is not a Business Employee is primarily involved in the Fiber Business. Seller has completed Form I-9 for each Business Employee for whom a completed I-9 is required under applicable Law.
(b) Section 3.1(33)(bExcept as set forth on Schedule 3.16(b), (i) to the Knowledge of Seller, none of the Company Disclosure Letter contains Business Employees is a correct and complete list party to any employment, confidentiality, non-competition, proprietary rights or other similar Contract that would materially impact the performance of each independent contractor engaged by such employee’s employment duties for Purchaser, or the Company ability of Purchaser to conduct the Fiber Business, (ii) neither Seller nor any of its Affiliates is now, nor in the past six years has Seller or any subsidiary of its Affiliates has been, a party to any collective bargaining agreement or similar labor Contract with an aggregate annual compensation in excess respect to the Fiber Business, (iii) no labor organization or group of $100,000Business Employees has, including their consulting feesat any time, filed or, to the Knowledge of Seller, threatened to file any other forms representation petition or made any written or oral demand, petition or application for recognition with respect to the Fiber Business, (iv) no union organizing or decertification efforts are or, to the Knowledge of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum Seller, have been disclosed underway or, to the Knowledge of Seller, threatened and no other question concerning representation exists, and (v) no labor strike, work stoppage, slowdown, or other material labor dispute has occurred in the Data Room. Each independent contractor past three years and none is underway or, to the Knowledge of Seller, threatened with respect to the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationFiber Business.
(ci) All written Contracts in relation to Senior Management Employees have There is not currently, nor has there been disclosed in the Data Room. No such employee has indicated past three years, an Action against Seller, any of its Affiliates or any of their respective employees relating to the Company Fiber Business alleging harassment, discrimination or other similar action or an internal investigation of an allegation, charge or complaint against Seller, any of its Subsidiaries that he Affiliates or she intends any of their respective employees alleging harassment, discrimination or other similar conduct; and (ii) there is no Action pending or, to resignthe Knowledge of Seller, retire threatened against or terminate his affecting Seller or her engagement with any of its Affiliates in the Company as Fiber Business relating to the alleged violation of a result of the transactions contemplated by this Agreement Law pertaining to labor relations or otherwiseemployment matters.
(d) The Company With respect to the Fiber Business and to the Knowledge of Seller, Seller has made all required payments to its Subsidiaries are in material compliance unemployment compensation reserve accounts with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) the appropriate Governmental Authorities of the Company Disclosure Letter there are no outstanding claims, complaints, investigations states or orders under any such Law and there other jurisdictions where it is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employmentmaintain such accounts, other than and each such as results from Law from the employment of an employee without an agreement as to notice or severanceaccount has a positive balance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Employees. A. Schedule 6.27.A. of the Seller Disclosure Schedule contains: (a) Section 3.1(33)(a) a complete and accurate list of the Company Disclosure Letter sets out (without names or employee numbers) a true following information for each employee, director, officer, independent contractor, consultant, and complete list agent of all Senior Management Employees, whether actively at work or notSeller, including their respective location, hire each employee on leave of absence or layoff status: employer; name; job title; date of hiring or engagement; date of commencement of employment or engagement; current compensation paid or payable; sick and cumulative length vacation leave that is accrued but unused; and service credited for purposes of service, position, compensation (including but not limited to salary, bonus vesting and commissions), eligibility to participate under any Employee Plan, or any other employee or director benefit plan; (b) a complete and accurate list of the following information for each retired employee, director, officer, independent contractor, consultant, and agent of Seller, or their dependents, receiving benefits or scheduled to receive benefits in short-term the future: name; pension benefits; pension option election; retiree medical insurance coverage; retiree life insurance coverage; and long-term incentive plans other benefits; and (c) a complete and grants received under these plansaccurate list of the number of employees terminated by Seller in the past five years and a complete and accurate list of the following information for each employee of Seller who has been terminated or laid off, if any)or whose hours of work have been reduced by more than 50.0% by Seller, benefitsin the six months prior to the Effective Date: (i) the date of such termination, vacation entitlement layoff, or reduction in days, current status hours; (full time or part-time, active or non-active (and if non-active, ii) the reason for leave)such termination, layoff, or reduction in hours; and (iii) the location to which the employee was assigned;
B. Seller has not violated the Worker Adjustment and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom Retraining Notification Act (the Company “WARN Act”) or any Legal Requirement.
C. To the Knowledge of its Subsidiaries has Seller and Xxxxxxx Principal, no member, manager, officer, director, agent, employee, consultant, or may have contractor of Seller is bound by any outstanding obligations, indicating Contract that purports to limit the nature and the value ability of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000member, including their consulting feesmanager, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resignofficer, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employmentdirector, including pay equityagent, wagesemployee, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation ofconsultant, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
contractor (i) The Company has disclosed to engage in or continue or perform any conduct, activity, duties, or practice relating to the Data Room all orders and material inspection reports under applicable occupational health and safety legislation Business, or (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with ii) to assign to Seller or to any orders issued under OHSA and there are no appeals of other Person any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of rights to any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workersinvention, improvement, or discovery. No audit by any Governmental Authority former or current employee or agent of Seller is being conducteda party to, or is otherwise bound by, any Contract that in any way adversely affected, affects, or will affect the ability of Seller or Buyer to conduct the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact AssessmentBusiness as heretofore carried on by Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement
Employees. The sole and exclusive representations and warranties of Seller Parent and Seller with respect to employment law matters are set forth in this Section 3.12.
(a) Section 3.1(33)(a3.12(a) of Seller’s Disclosure Statement sets forth the Company Disclosure Letter sets out following information (without names or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends extent applicable) with respect to resign, retire or terminate his or her engagement with the each employee of any Acquired Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there including each employee on leave of absence or layoff status: name, job title, date of hire, current annual base salary or current wage rate (as applicable), 2023 bonus eligibility and/or target, classification as exempt or non-exempt for wage and hour purposes, PTO or vacation leave that is accrued but unused, and services credited for purposes of vesting and eligibility under any Company Benefit Plan. Section 3.12(a) of Seller’s Disclosure Statement also sets forth the name, date of engagement and rate of pay of, and services rendered by, any independent contractors who render services on a regular basis to, or are no claims or potential claims which may materially adversely affect the Company or under contract with, any Subsidiary’s accident cost experienceAcquired Company.
(ib) The There is no collective bargaining agreement in effect between any Acquired Company and any labor unions or organizations representing any of the employees of the Acquired Companies. None of the Acquired Companies has disclosed experienced any organized slowdown, work interruption, strike or work stoppage by its employees, and, to the Knowledge of Seller, there is no strike, labor dispute, unfair labor practice charge, or union organization activity pending or threatened affecting any Acquired Company.
(c) Except as set forth on Section 3.12(c) of Seller’s Disclosure Statement, the employment of each employee of the Acquired Companies is terminable at the will of the respective Acquired Company, as applicable, and no Acquired Company is a party to any employment, non-competition, severance or similar contract or agreement with any employee. No Key Employee of the Acquired Companies has provided written notice of termination of employment, and, to the Knowledge of Seller, no Key Employee of any Acquired Company intends to terminate his or her employment with the Acquired Company. To the Knowledge of Seller, no employee of any Acquired Company is a party to, or is otherwise bound by, any agreement, including any confidentiality, non-competition or proprietary rights agreement, between such employee and any person other than an Acquired Company that adversely affects the performance of that employee’s duties as an employee of the Acquired Company.
(d) Except as described in Section 3.12(d) of Seller’s Disclosure Statement, the Data Room all orders Acquired Companies are, and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied since January 1, 2020, have been, in compliance in all material respects with any orders issued under OHSA all Legal Requirements regarding employment and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all employment practices, including terms and conditions of any employment, wages and hours, anti-discrimination and occupational health and safety, collective bargaining, labor practices, classification of employees and contractors, leaves of absence, workers’ compensation, unemployment, child labor, background checks, work permits and Labour Market Impact Assessments received in respect authorization (including Form I9 requirements), unfair labor practices within the meaning of Section 8 of the engagement National Labor Relations Act, as amended, and the employment of foreign workersnon-residents under the Immigration Reform and Control Act of 1986, as amended (“IRCA”). No audit There is no unfair labor practice charge or any other proceeding brought by or on behalf of any Governmental Authority is being conductedcurrent or former employee or independent contractor of the Acquired Companies under the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the Family Medical Leave Act or any other Legal Requirement pending or, to the knowledge Knowledge of Seller, threatened against the Company pendingAcquired Companies.
(e) Since January 1, in respect 2018, the Acquired Companies have obtained and retained a complete and accurate copy of each employee’s Form I9 (Employment Eligibility Verification Form) and all other records or documents required to be prepared, procured or retained pursuant to IRCA. Since January 1, 2018, the Acquired Companies have not been cited or fined, nor has any legal proceeding been initiated or threatened against the Acquired Companies, by reason of any foreign workers and no such prior audit has resulted in the revocation of any work permit actual or Labour Market Impact Assessmentalleged failure to comply with IRCA.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Addus HomeCare Corp)
Employees. (a) Section 3.1(33)(aSchedule 3.10(a) of the Company Disclosure Letter sets out (without names or employee numbers) forth a true full and complete list of all Senior Management Employeesdirectors, whether actively at work officers, employees or notconsultants of Company as of the date hereof, including specifying their respective locationnames and job designations, hire date and cumulative length their dates of servicehire, positionthe total annual amount currently payable as wages, compensation (including but not limited to salary, bonus salaries and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(bExcept as set forth in Schedule 3.10(b), (i) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company has no employment contract with any officer or employee or any subsidiary with an aggregate annual compensation in excess other consultant or person which is not terminable by Company at will without liability, except as the right of $100,000Company to terminate its employees at will may be limited by applicable federal or state law, including their consulting fees(ii) Company has no bonus plan or obligations to pay any bonuses, any other forms of compensation (iii) there are no amounts (whether currently payable or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed payable in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(cfuture) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company payable as a result of a change in control of Company to which current or former officers, directors or employees of Company are entitled or would become entitled after the Merger and (iv) the consummation of the transactions contemplated by this Agreement will not result in any payment in the nature of severance pay or otherwisein any cost or benefit accelerating, becoming due or accruing with respect to any director, officer, employee or consultant of Company.
(dc) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employmentThere is no pending or, including pay equityto Company's knowledge, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) threatened labor dispute. None of the employees of Company Disclosure Letter there are no outstanding claims, complaints, investigations is represented by any union or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant party to any workplace safety collective bargaining arrangement to which Company is a party, and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, Company no audit attempts are being made to organize or unionize any of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislationemployees. As To the knowledge of the date of this AgreementCompany, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”except as set forth on Schedule 3.10(c). There are no charges pending under OHSA. The , Company has complied in all material respects with any orders issued under OHSA all applicable foreign, state and there are no appeals of any orders under OHSA currently outstandingfederal equal employment opportunity and other laws and regulations related to employment practices, terms and conditions or employment and wages and hours.
(jd) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to To the knowledge of the Company pendingor except as disclosed in Schedule 3.10(d), in respect no employee of any foreign workers and no such prior audit Company has resulted been injured in the revocation workplace or in the course of any work permit his or Labour Market Impact Assessmenther employment, except for injuries that are covered by insurance or for which a claim has been made under worker's compensation or similar laws. Except as disclosed on Schedule 3.10(d) no employees of Company are absent from active employment on account of illness or injury, other than those employees whose absence has lasted less than four weeks as of the date hereof.
(e) To the knowledge of Company, (i) Company has complied in all material respects with the verification requirements and the recordkeeping requirements of the Immigration Reform and Control Act of 1986 or its successor ("IRCA"), except as set forth in Schedule 3.10(e), and (ii) the information and documents upon which Company relied to comply with IRCA are true and correct.
Appears in 1 contract
Employees. (a) Section 3.1(33)(a2.21(a) of the Company Disclosure Letter sets out (without names or employee numbers) Schedule contains a true correct and complete list of all Senior Management Employeeseach employee and independent contractor of the Company and each Subsidiary at November 30, 2012, whether actively at work or not, showing the position, date of hire, salary, wage rates, commissions and consulting fees, bonus arrangements, benefits, ages, employment status (including their respective locationwhether the person is full-time or part time and whether such person is on leave of absence and the dates of such leave), hire date and location of employment, cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time service with the Company or part-time, active or non-active (and if non-active, the reason for leave)) applicable Subsidiary and whether they are subject to a written employment Contract contract. Section 2.21(a) of the Disclosure Schedule contains for each employee their annual vacation entitlement in days, their accrued and unused vacation days as well as a list of all former Senior Management Employees to whom the Company or November 30, 2012, any of its Subsidiaries has or may have any outstanding obligations, indicating the nature other annual paid time off entitlement in days and the value their accrued and unused days of such obligationsother paid time off as of November 30, 2012.
(b) Section 3.1(33)(b) No employee of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from by Law from the employment of an employee without an agreement as to notice or severance.
(gc) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with Each current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control employee and consultant of the Company or any Subsidiary, and each former employee and consultant of the Company or any Subsidiary who has contributed to the development of any Company Intellectual Property, has entered into the Company’s or such Subsidiary’s standard form of confidentiality and assignment of inventions agreement, the form of which has been delivered to the Parent and the Buyer. Each such Person has waived its Subsidiariesnon-assignable rights (including moral rights) in any Intellectual Property created by it on behalf of the Company or such Subsidiary.
(d) To the Knowledge of the Company, no key employee or group of employees has any plans to terminate employment with the Company or any Subsidiary.
(e) The Company and the Subsidiaries are in compliance with all terms and conditions of employment and all applicable Laws relating to the employment of employees, including the hiring, classification and termination of employees, consultants and independent contractors, pay equity, wages, hours of work, overtime, human rights and occupational health and safety and there are no outstanding claims, complaints, investigations or orders under any such Laws and there is no basis for such claim.
(f) Neither the Company nor any Subsidiary has or is engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration proceeding is pending or threatened against the Company or any Subsidiary.
(g) Neither the Company nor any Subsidiary is a party to or bound by any collective bargaining agreement with respect to its employees nor is there any Contract with any employee association in respect of the employees of the Company or the Subsidiary.
(h) Except as disclosed in Section 3.1(33)(h) No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the employees of the Company Disclosure Letteror any Subsidiary by way of certification, interim certification, voluntary recognition, or succession rights or has applied, or, to the Knowledge of the Company, threatened to apply to be certified as the bargaining agent of any employees of the Company or any Subsidiary. To the Knowledge of the Company, there are no material threatened or pending union organizing activities involving any employees of the Company or any Subsidiary. There is no labour strike, dispute, work slowdown or stoppage pending or involving or, to the Knowledge of the Company, threatened against the Company or any Subsidiary and no such event has occurred within the last five (5) years.
(i) No trade union has applied to have the Company or any Subsidiary declared a common or related employer pursuant to the Labour Relations Code (British Columbia) or any similar legislation in any jurisdiction in which the Company or any Subsidiary carries on business.
(j) None of the Company, any Subsidiary, any director, officer or other Designated Employee of the Company or any Subsidiary, or any Affiliate of any of the foregoing, has any existing undisclosed contractual relationship with the Company or a Subsidiary or owns, directly or indirectly, individually or collectively, any interest in any entity which is in a business similar or competitive to the business of the Company and the Subsidiaries.
(k) No employee of the Company or any Subsidiary is employed pursuant to a work permit issued by Canada Immigration or a temporary work authorization issued by the DOL or the United States Customs and Immigration Service, and Section 2.21(k) of the Disclosure Schedule discloses, in respect of each employee who is employed pursuant to any such work permit, the expiry date of such work permit and whether the Company or any Subsidiary has made any attempts to renew such work permit.
(l) All amounts due or accrued for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under the Company Plans have been paid or are accurately reflected in the books and records of the Company. The Company 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.
(m) Section 2.21(m) of the Disclosure Schedule contains a complete and accurate list of all of the Company’s and each Subsidiary’s written employee handbooks, employment manuals, employment policies, or affirmative action plans. The Company does not have any unwritten employment policies, other than any such policies that do not provide benefits of more than $50,000 in the aggregate for all employees of the Company and its Subisdiaries for any calendar year.
(n) There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or any other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has have been reassessed in any material respect under such legislation during the past three (3) years and, and to the knowledge Knowledge of the Company, Company no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there There are no claims or or, to the Knowledge of the Company, potential claims which may materially adversely affect the Company Company’s or any Subsidiary’s accident cost experienceexperience in respect of the business.
(io) The Company has disclosed in the Data Room provided copies of all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company and each Subsidiary has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Employees. (a) Section 3.1(33)(aSchedule 4.15 contains a list setting forth, (i) the name and current annual salary and other compensation payable by Seller to each manager, employee, officer, independent contractor, agent or consultant of Seller employed or engaged in connection with the Business (an "Employee"); (ii) the profit sharing, bonus or other form of additional compensation paid or payable by Seller to or for the benefit of each such person for the current fiscal year; and (iii) any and all loans outstanding from Seller to any Employee. There are no oral or written contracts, agreements or arrangements relating to compensation or performance awards or obligating Seller to increase the compensation or benefits presently being paid or hereafter payable to any of its employees or other persons. There is not due or owing, and there will not be due and owing at the Closing, to any of Seller's Employees, any sick pay, severance pay (whether arising out of the Company Disclosure Letter sets out (without names termination of an Employee of Seller prior to or employee numbers) a true and complete list of all Senior Management Employeessubsequent to the Closing), whether actively at work compensable time or notpay, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to to, salary, bonus commission and commissionsbonuses, personal time or pay or vacation time or vacation pay attributable to service rendered on or prior to the Closing Date, other than set forth on Schedule 4.15. There is not now, and there will not be as of the Closing Date, any liability of, or claims against, Seller (including, without limitation, workers' compensation claims and claims or suits for contribution to, or indemnification of, third parties, occupational health and safety, environmental, consumer protection or equal employment matters) for injury, sickness, disease, discrimination, death or termination of employment of any Employee or other employment matter (including, without limitation, any Employee or former Employee or any contractor or subcontractor of Seller or any agent or distributor of Seller), eligibility to participate in short-term the extent attributable to an event occurring or a state of facts existing prior to the Closing other than as set forth on Schedule 4.15; it being understood and long-term incentive plans agreed that Seller shall remain liable for, and indemnify and hold harmless Buyer and Probex against, any and all claims, liabilities, damages, losses, costs or expenses, of any nature whatsoever, incurred by Seller, or resulting from or relating to any Employees (and grants received under these planswhether hourly or salaried) of Seller, if any)including, benefitsbut not limited to, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationsthose set forth on Schedule 4.15.
(b) Section 3.1(33)(b) Seller is not a party to any collective bargaining agreements, written or oral, which cover any Employees of the Company Disclosure Letter contains a correct Business. There have not been, and complete list there are no, strikes, grievances, disputes or controversies pending or threatened between Seller and any of each independent contractor engaged by the Company its Employees or any subsidiary union or other organization claiming to represent such Employees' interests. There is no request for union representation pending and there is no present union organizing or election activities in progress or to Seller's knowledge threatened with an aggregate annual compensation in excess respect to any Employees of $100,000, including their consulting fees, any other forms of compensation Seller. There is no unfair labor practice complaint pending before the National Labor Relations Board or benefits to which they are entitled and whether they are subject Seller's knowledge threatened against or relating to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationSeller.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result The purchase of the transactions contemplated Purchased Assets by this Agreement Buyer hereunder will not subject Buyer or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant Probex to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years andabsolute or contingent, direct or indirect liability to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit claim by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.Seller's
Appears in 1 contract
Employees. (a) Section 3.1(33)(aSchedule 4.21(a) of the Company Disclosure Letter sets out (without names or employee numbers) forth a true and complete list as of all Senior Management EmployeesMay 15, whether actively at work or not2002 of the names, including their respective locationjob title, hire date and cumulative length of service, position, compensation hourly rate (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)applicable) and whether they are subject to a written employment Contract as well as a list EEO classification of all former Senior Management Employees to whom each current employee of the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature Subsidiary (including employees who are represented by a collective bargaining agreement) and the value name of such obligations.
each current contract employee of the Company. None of the employees (b) Section 3.1(33)(bexcluding, for purposes of this representation, the Significant Employees) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries such Subsidiary that he or she intends to resign, resign or retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwiseotherwise within two years after the Closing Date, other than such resignations and retirements that would not result in a Material Adverse Effect.
(b) Except for routine annual salary increases for non-executive employees approved by the compensation committee of the Company’s board of directors in the ordinary course of business, and except as otherwise set forth on Schedule 4.21(b), since March 31, 2002 there has been no material change in the numbers of employees of the Company and the Subsidiaries or in the terms and conditions of their employment or remuneration. Except as disclosed in Schedule 4.21(b), no current or former directors, officers, employees, or consultants of the Company or any Subsidiary are entitled to claim against the Company or such Subsidiary for any non-statutory severance payments or similar termination compensation. Except as set forth in Schedule 4.21(b), as of the date of this Agreement, no events have occurred to cause the Company or any Subsidiary to have a current obligation to make any payment to any current or former director, officer or employee by way of specific performance, damages or compensation for loss of office or employment or for unfair or wrongful dismissal.
(c) Except as set forth on Schedule 4.21(c), the Company and the Subsidiaries have complied since the Time of Formation and are currently complying in all material respects, with regard to all employees of the Company and such Subsidiaries, with all Applicable Laws respecting employment and employment practices and the protection of the health and safety of employees, from whatever source such law may be derived, including, without limitation, statutes, ordinances, laws, rules, regulations, policies, standards, judicial or administrative precedents, judgments, orders, decrees, awards, citations, licenses, official interpretations and guidelines. Without limiting the generality of the foregoing, the Company has complied in all material respects with its obligations to withhold and report to the applicable Governmental Entities all amounts required by Applicable Law or by agreement to be withheld and reported with respect to wages, salaries and other payments to employees of the Company and the Subsidiaries.
(d) The Schedule 4.21(d) provides a list of all consulting and employment agreements (and a description of any oral agreements) between the Company or any Subsidiary and any Person (whether or not an employee of the Company or any Subsidiary), including without limitation any agreements that contain any clause or provision related to or triggered by a change of control with respect to the Company or any Subsidiary. Schedule 4.21(d) contains a list of each member of senior management of the Company and its Subsidiaries each Subsidiary.
(e) There are in material compliance with all terms no suits, arbitrations or similar controversies between the Company or any Subsidiary and conditions any current or former employee, director, consultant, officer or trade union pending or, to the knowledge of employment and all Law respecting employmentCompany, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, threatened other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable SubsidiarySchedule 4.21(e).
(f) Except as disclosed set forth in Section 3.1(33)(fSchedule 4.21(f) or as otherwise expressly provided in this Agreement, the execution, delivery of this Agreement and the consummation of the transactions contemplated hereby will not:
(i) entitle any employee of the Company Disclosure Letteror any Subsidiary to severance payment, no employment compensation or any other form of payment;
(ii) accelerate the time of payment or vesting of, or increase the amount of, any Option or other compensation due to any employee of the Company Employee has or any agreement as to length Subsidiary; or
(iii) entitle any employee of notice the Company or severance payment required any Subsidiary to terminate or shorten his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed set forth in Section 3.1(33)(gSchedule 4.21(g):
(i) Since the Time of Formation, the employees of the Company Disclosure Letterand the Subsidiaries have not been, there and currently are not, represented by a labor organization or group that was either certified or voluntarily recognized by any labor relations board or certified or voluntarily recognized by any other entity.
(ii) There is no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements collective bargaining agreement presently in force with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control respect to employees of the Company or any Subsidiary, and the Company and the Subsidiaries are not and, since the Time of Formation, have never been signatories to a collective bargaining agreement with any of its Subsidiariestrade union, labor organization or group.
(hiii) Except as disclosed in Section 3.1(33)(h) To the Company’s knowledge, no representation election petition or application for certification has been filed by employees of the Company Disclosure Letter, there are or any Subsidiary or is pending with any entity and no material outstanding assessments, penalties, fines, liens, charges, surcharges, union organizing campaign or other amounts due attempt to organize or owing pursuant to any workplace safety and insurance legislation and neither establish a labor union, employee organization or labor organization or group involving employees of the Company nor or any Subsidiary has been reassessed occurred, is in progress or is threatened.
(iv) The Company and the Subsidiaries have not engaged in any material respect under such legislation during the past three years andunfair labor practice and there is not pending or, to the knowledge of the Company, no audit threatened any labor board proceeding of any kind, including any such proceedings against the Company or any Subsidiary by any trade union, labor union, employee organization or labor organization representing employees of the Company or any Subsidiary. No grievance or arbitration demand or proceeding, whether or not filed pursuant to a collective bargaining agreement, has been threatened, filed or is pending against the Company or any Subsidiary.
(v) No labor dispute, walk out, strike, slowdown, hand billing, picketing, work stoppage (sympathetic or otherwise), or other concerted action involving the employees of the Company or any Subsidiary has occurred since the Time of Formation, is currently being performed pursuant in progress or, to any applicable workplace safety and insurance legislation. As the knowledge of the date Company, has been threatened.
(vi) No breach of this Agreementcontract or denial of fair representation claim has been filed or is pending or, there are no claims to the knowledge of the Company, threatened against the Company or potential claims which may materially adversely affect any Subsidiary or any trade union, labor union, employee organization or labor organization representing any employee of the Company or any Subsidiary.
(vii) Since the Time of Formation, the Company and the Subsidiaries have complied with all material contractual obligations with respect to the current and past employees of the Company and the Subsidiaries.
(viii) No citation has been issued against the Company or any Subsidiary and no notice of contest, claim, complaint, charge, investigation, or other administrative enforcement proceeding has been filed or is pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary under any other Applicable Law relating to employment or the employees of the Company and the Subsidiaries.
(ix) Neither the Company nor any Subsidiary has taken any action that would trigger notice requirements or liability (e.g., the Worker Adjustment Retraining and Notification Act or any similar state law) under any federal, local, state or foreign plant closing notice, collective dismissal law or other Applicable Law.
(x) There are no pending or, to the knowledge of the Company, threatened claims or actions against the Company or the Subsidiaries under any worker’s accident cost experiencecompensation policy or long-term disability policy, which could reasonably be expected to result in a Material Adverse Effect.
(xi) There are no outstanding loans or advances from the Company to employees or stockholders of the Company, including loans or advances made for the purpose of allowing a stockholder to purchase shares of Common Stock.
(xii) The Company does not have any liability or other obligation to any current or former employee for any housing allowance or other relocation expenses in excess of U.S. $100,000 in the aggregate with respect to any such individual.
(h) Since the Time of Formation, the Company and the Subsidiaries have at all times maintained and currently maintain adequate insurance as required by Applicable Law with respect to workers’ compensation claims and unemployment benefits claims.
(i) The All individuals who are or were performing consulting or other services for the Company has disclosed or any Subsidiary are or were correctly classified by the Company or such Subsidiary as either “independent contractors” or “employees,” as the case may be, and, at the Closing, with respect to those individuals still performing consulting services for the Company or such Subsidiary as of the Closing Date, such individuals will qualify for such classification, excluding any misclassification which could not reasonably be expected to result in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstandinga Material Adverse Effect.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect Each of the engagement of foreign workers. No audit by any Governmental Authority is being conductedemployees, or to the knowledge including without limitation contract employees, and independent contractors of the Company pendingand the Subsidiaries has been issued, in respect granted or approved for the appropriate security clearance by each applicable Governmental Entity that is necessary for such employee or independent contractor, as the case may be, to perform the functions and duties of his or her position with the Company or any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact AssessmentSubsidiary.
Appears in 1 contract
Employees. (a) Section 3.1(33)(a) Schedule 5.21 of the Disclosure Schedule sets out or has annexed to it the following details of all employees of the Company Disclosure Letter sets out and the Subsidiaries:
(without names i) the total number of employees (including those who have been absent for more than a month or are on long term sickness leave, maternity leave or other long term leave of absence and have a contractual or statutory right to return to work);
(ii) the full name, age, date of start of employment, period of continuous employment, notice period, job title, salary, bonus, commission, redundancy entitlement and entitlement to any employment or benefits policies including share incentives, share options, profit sharing or other incentive schemes and any other benefits e.g. related to sales, profits or performance;
(iii) copies of all contracts of employment or details of any unwritten agreements with each director or employee numbersof the Company and the Subsidiaries earning more than $100,000 per annum;
(iv) details of periods of absence and any payments received or due to those employees who have been absent for more than a true month or are on long term sickness leave, maternity leave or other long term leave of absence and complete list have a contractual or statutory right to return to work;
(v) details of and, where applicable, copies of policy booklets for all share incentive, share option, profit sharing, bonus or other incentive scheme to which any director or employee of the Company and the Subsidiaries is entitled;
(vi) full particulars of the terms of all Senior Management Employees, whether actively at work consultancy or not, including their respective location, hire date and cumulative length other services of service, position, compensation personnel (including but not limited agency workers) to salarythe Company and the Subsidiaries and of the terms applicable to the secondment or engagement to the Company and the Subsidiaries of any person;
(b) Neither the Company nor any of the Subsidiaries has made any loan or advance to any employee, bonus and commissions)or past or prospective employee, eligibility to participate in short-term and long-term incentive plans which is outstanding.
(and grants received under these plansc) Neither the Company nor any of the Subsidiaries has recognized, if any)or carried out any act which might be construed as recognizing, benefitsa trade union, vacation entitlement in days, current status works council and/or staff association or other body representing employees.
(full time d) There are no terms of employment for any employee of the Company or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject Subsidiaries which provide that a change of control of any company shall amount to a written employment Contract breach of contract or entitle an employee to terminate a contract, claim for a payment or benefit or entitle him to treat himself as well as redundant or otherwise dismissed.
(e) Neither the Company nor any of the Subsidiaries has or is proposing to introduce any scheme under which any employee, director or officer of the Company or a list Subsidiary is entitled to a commission or remuneration of all former Senior Management Employees any other sort calculated by reference to whom the whole or part of the turnover, profits or sales of the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationsSubsidiaries.
(bf) Section 3.1(33)(b) Neither the Company nor any of the Subsidiaries operates a profit-related pay scheme as defined in Section 169 ICTA or an approved share option scheme or an approved profit sharing scheme for the purposes of Sections 185 and 186 ICTA.
(g) All employment contracts between the Company Disclosure Letter contains and the Subsidiaries and their directors or employees are terminable without compensation (except statutory redundancy or statutory compensation for unfair dismissal or discrimination) by either party giving no more than three months’ notice.
(h) Neither the Company nor any of the Subsidiaries has received or given notice of resignation from or to any officer or employee, and no officer or employee will be entitled under the terms of his control of employment to give notice as a correct and complete list direct result of each independent contractor engaged by the provisions of this Agreement, or, to the Knowledge of Sellers, has notified the Company or any subsidiary of the Subsidiaries of an intention to terminate his employment.
(i) The Company and each of the Subsidiaries has in relation to each of its present and former officers and employees:
(i) complied in all material respects with an aggregate annual compensation its obligations under all relevant laws, rules, regulations and codes of practice having mandatory effect, and each order and award made under statute, regulation, code of conduct and practice relevant to its relations with employees and trade unions and/or employee representatives (including but without limitation concerning health and safety at work) and with any collective agreements from time to time in excess force;
(ii) complied with all the conditions of $100,000service of the relevant employee including its obligations to pay all salaries, wages, commissions, bonuses, overtime pay, holiday pay, sick pay, accrued entitlement under incentive schemes, PAYE and national insurance contributions and other benefits of or connected with employment up to the date of this Agreement.
(iii) maintained adequate and suitable records regarding the service of each of its employees including their consulting fees(without limitation) details of terms of employment, payments of statutory sick pay and statutory maternity pay, PAYE and National Insurance deductions, disciplinary and health and safety matters, and records of working time;
(iv) not incurred any liability in respect of any accident or injury which is not fully covered by insurance.
(v) The Company and each of the Subsidiaries has complied with all recommendations made by the Advisory Conciliation and Arbitration Service and with all awards and declarations made by the Central Arbitration Committee.
(j) There has not at any time been any actual or, to the Knowledge of Sellers, threatened strike or other forms of compensation or benefits to industrial action which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in has disrupted the Data Room. Each independent contractor business of the Company or any of the Subsidiaries and there is no dispute threatened by any trade union or any of the Company’s or any of the Subsidiaries’ employees or former employees and, to the Knowledge of Sellers, there are no circumstances likely to give rise to such action or dispute.
(k) There are no employment tribunal claims outstanding nor has been properly classified as the Company or any Subsidiary received notice (whether written, oral or otherwise) of any such claims threatened against the Company or any of the Subsidiaries by any employee or former employee of the Company or any of the Subsidiaries and the Sellers are not aware of any facts or circumstances that will give rise to such a claim.
(l) Neither the Company nor any of the Subsidiaries is liable to make any payment to any present or former employee by way of damages or compensation for loss of office or employment or redundancy or unfair dismissal.
(m) There are no current or outstanding actions being taken by an independent contractor employee or the Company or any of the Subsidiaries in respect of disciplinary or grievance matters.
(n) During the period of twelve months ending with the date of this Agreement, neither the Company nor any of the Subsidiaries has given notice of any redundancies to the relevant Secretary of State or started consultations with any trade union or employee representatives under Chapter II, Part IV of the Trade Union and Labour Relations (Consolidation) Xxx 0000 and neither the Company nor any Subsidiary has failed to comply with any obligation under that Act.
(o) During the period of twelve months ending with the date of this Agreement, neither the Company nor any of the Subsidiaries has been a party to a relevant transfer (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 or the Acquired Right Directive 77/1871 EEC) or failed to comply with a duty to inform and consult a trade union under those Regulations.
(p) Neither the Company or any Subsidiary has received any notice from (whether written, oral or otherwise) of any Governmental Entity disputing enquiries or investigations pending or threatened against the Company or any Subsidiary by the Equal Opportunities Commission, the Commission for Racial Equality, in relation to the Disability Discrimination Xxx 0000 or by any health and safety enforcement body and, to the Knowledge of Sellers, there are no facts or circumstances which will give rise to such classificationclaim or investigation.
(cq) All written Contracts Save for the Employee Bonuses as more particularly described on Schedule 5.21 of the Disclosure Schedule, there are no amounts owing or payable to any employee in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company connection with or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of arising from the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions including, for the avoidance of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating todoubt, the Arrangement, including a change of control of the Company or of any of its SubsidiariesPre-Sale Reorganisation).
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Samples: Share Purchase Agreement (Warner Electric International Holding, Inc.)
Employees. (a) Section 3.1(33)(a) of the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has Union Agreement is the only collective bargaining agreement to which the Seller is a party. Since 1997, except as disclosed in (section)3(u) of the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSADisclosure Schedule, the Seller has not experienced any strikes, arbitrations, claims of unfair labor practices or other collective bargaining disputes. The Company Seller has made available to the Buyer a list of grievances filed by or on behalf of employees of the Seller since January 1, 2000. Seller has no Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of the Seller or of any threatened strike, slowdown, picketing, or work stoppage relating to labor relations.
(ii) All salaried employees of the Seller are listed in (section)3(u) of the Disclosure Schedule, which includes the salary level of each such employee. Since October 1, 2002, the Seller has not received notice (whether written or oral) from any executive or key employee that such person plans to refuse employment with the Buyer at Closing or terminate such employment within sixty (60) days after Closing.
(iii) The Seller has complied in all material respects with the Immigration and Nationality Act, as amended from time to time, and the rules and regulations promulgated thereunder. In connection with the conduct of the Business, prior to the date hereof and through the Effective Time, the Seller has not (and will not have) violated, and has (and will have) fully complied with, the Worker Adjustment and Retaining Notification Act (the "WARN Act") or any orders issued under OHSA and there are no appeals similar state or local Law. The Seller has not received written notice of any orders under OHSA currently charge of employment discrimination filed or threatened against the Seller with the Equal Employment Opportunity Commission or any other Governmental Authority which remains outstanding.
(jiv) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect To the Knowledge of the engagement Seller, no officer or management employee of foreign workers. No audit the Business is bound by any Governmental Authority is being conductedcontract that purports to limit the ability of such officer or management employee (i) to engage in or continue or perform any conduct, activity, duties or practice relating to the knowledge of Business or (ii) to assign to the Company pendingSeller any rights to any invention, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit improvement or Labour Market Impact Assessmentdiscovery.
Appears in 1 contract
Employees. (a) Section 3.1(33)(a2.20(a) of the Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of (i) all employees of the Company Disclosure Letter sets out and each Subsidiary, (without names ii) all officers, directors and managers of the Company and each Subsidiary, (iii) all employment agreements to which the Company or employee numbersany Subsidiary is bound and (iv) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, the current annual compensation (including but not limited and the portions thereof attributable to salary, bonus and commissions)other compensation respectively) of each employee, eligibility to participate in short-term and long-term incentive plans (and grants received under these plansofficer, if any), benefits, vacation entitlement in days, current status (full time manager or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list director of all former Senior Management Employees to whom the Company or any and each Subsidiary as of its Subsidiaries has or may have any outstanding obligations, indicating (A) the nature Most Recent Balance Sheet Date and (B) the date of this Agreement. Any accruals for incentive bonuses to employees of the Company and the value Subsidiaries for the current or prior fiscal year are accurately reflected on the Financial Statements. Section 2.20(a) of such obligationsthe Disclosure Schedule also shows totals as of February 28, 2010, for each listed employee, of (x) accrued but unused vacation and sick leave and (y) accrued but unpaid bonuses and commissions.
(b) Neither the Company, any Subsidiary nor any of their respective predecessors (or any other Person for whose conduct any of them are or may be responsible) has breached or violated any (i) Laws and Regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, including any such Laws and Regulations respecting employment discrimination, employee classification, workers’ compensation, family and medical leave, the Immigration Reform and Control Act and occupational safety and health requirements, or (ii) employment agreement or other agreement covering individual employees; and no claims, controversies, investigations, audits or suits are pending or, to the Knowledge of the Company, threatened with respect to such Laws and Regulations or agreements, either by private individuals or by Governmental Entities. Neither the Company nor any Subsidiary has incurred, and no circumstances exist under which the Company or any Subsidiary could incur, any Liability arising from the misclassification of employees as consultants or independent contractors, or from the misclassification of consultants or independent contractors as employees. All employees of the Company and the Subsidiaries are employed on an at-will basis.
(c) Neither the Company nor any Subsidiary is, or since January 1, 2006, has been, engaged in any unfair labor practice or the subject of any unfair labor practice complaint pending or, to the Knowledge of the Company, threatened before the National Labor Relations Board or any other comparable foreign or domestic authority or any workers’ council.
(d) Neither the Company nor any Subsidiary has been a party to or bound by any collective bargaining agreement, trade union agreement, works council, employee representative agreement or information or consultation agreement; and the Company and each Subsidiary have complied with their respective obligations to inform, consult with and/or obtain consent under any such arrangement or from any such entity or covered employee about the transactions contemplated hereby. There have been no labor unions or other organizations representing or, to the Knowledge of the Company, purporting or attempting to represent any employee of the Company or any Subsidiary. To the Knowledge of the Company, since January 1, 2006, no employee of the Company or any Subsidiary has attempted to organize a labor union or other organization to represent any employee of the Company or any Subsidiary (including any filing of a petition for certification). No strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any current employee of the Company or any Subsidiary is currently ongoing or, to the Knowledge of the Company, has been threatened since January 1, 2006.
(e) Section 3.1(33)(b2.20(e) of the Company Disclosure Letter Schedule contains a correct and complete list of each all individual independent contractor contractors currently engaged by the Company or any subsidiary the Subsidiaries, along with an aggregate annual compensation the position, date of retention and rate of remuneration for each such Person. Except as set forth in excess Section 2.20(e) of $100,000the Disclosure Schedule, including their consulting fees, any other forms none of compensation or benefits to which they are entitled and whether they are subject such independent contractors is a party to a written Contractagreement or contract with the Company or any Subsidiary. Current and complete copies of all Each such independent contractor Contracts that provide has entered into the Company’s or the applicable Subsidiary’s standard form of confidentiality, assignment of inventions and non-competition agreement with the Company or the applicable Subsidiary, a copy of which has previously been made available to the Buyer. All Persons who have performed services for base fees in excess the Company or any Subsidiary while classified as independent contractors have satisfied the requirements of $100,000 per annum Laws and Regulations to be so classified, and the Company and each Subsidiary has fully and accurately reported their compensation on IRS Forms 1099 or other applicable Tax forms for independent contractors when required to do so. There are no, and at no time have been disclosed been, any independent contractors who have provided services to the Company or any Subsidiary for a period of six (6) consecutive months or longer.
(f) Neither the Company nor any Subsidiary has caused (i) a plant closing as defined in the Data Room. Each independent contractor WARN Act affecting any site of employment or one or more operating units within any site of employment of the Company or any Subsidiary or (ii) a mass layoff as defined in the WARN Act, nor has the Company or any Subsidiary been properly classified affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local Laws and Regulations. No employee of the Company or any Subsidiary has suffered an employment loss as an independent contractor defined in the WARN Act within the 90 day period ending on the Closing Date. All costs and neither expenses related in any way to the termination of employment (for any reason or no reason, and whether initiated by the Company or any Subsidiary or the employee) of any employee of the Company or any Subsidiary prior to the Closing, whether such costs and expenses have been incurred or are to be incurred in the future, will be (unless fully paid and discharged prior to the Closing Date) reflected in full as Liabilities on the Preliminary Closing Balance Sheet.
(g) All current and former employees of the Company or any Subsidiary have entered into confidentiality, assignment of inventions, non-competition and non-solicitation agreements in favor of the Company or such Subsidiary that remain in effect. No employee of the Company or any Subsidiary (i) to the Knowledge of the Company, is in violation of any term of any patent disclosure agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any Subsidiary because of the nature of the business conducted or presently proposed to be conducted by the Company or such Subsidiary or to the use of trade secrets or proprietary information of others or (ii) in the case of any key employee or group of key employees, has given notice to the Company or any Subsidiary that such employee or any employee in a group of key employees intends to terminate his or her employment with the Company or such Subsidiary.
(h) Neither the Company nor any Subsidiary, director, officer or other key employee of the Company or any Subsidiary, or any Affiliate of any of the foregoing, has any existing undisclosed contractual relationship with the Company or any Subsidiary or owns, directly or indirectly, individually or collectively, any interest in any entity that is in a business similar or competitive to the business of the Company and the Subsidiaries.
(i) Section 2.20(i) of the Disclosure Schedule contains a listing (by fiscal quarter) of workers’ compensation claims of the Company and the Subsidiaries since January 1, 2006.
(j) Section 2.20(j) of the Disclosure Schedule sets forth a list of each employee of the Company or any Subsidiary who is providing services in the United States and who holds a temporary work authorization (“Work Permit”), including H-1B, TN, X-0, X-0, X-0, X-0 or J-1 visa status or Employment Authorization Document work authorizations, setting forth the name of such employee, the type of Work Permit and the length of time remaining on such Work Permit. With respect to each Work Permit, all of the information that the Company or any Subsidiary provided to the United States Department of Labor (“DOL”) and the United States Customs and Immigration Service (“USCIS”) in the applications for such Work Permit was, to the Knowledge of the Company, complete and accurate at the time of filing such applications. The Company or applicable Subsidiary received the appropriate notice of approval or other evidence of authorized employment from the USCIS, the DOL, the Department of State or other relevant Governmental Entity with respect to each such Work Permit. Neither the Company nor any Subsidiary has received any notice from the USCIS or any other Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have that any Work Permit has been disclosed in the Data Roomrevoked. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there There is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years andaction pending or, to the knowledge Knowledge of the Company, no audit threatened to revoke or adversely modify the terms of any of the Work Permits.
(k) All individuals employed by the Company or any Subsidiary is currently being performed pursuant in the United States are citizens of, permanent residents in or otherwise legally able to any applicable workplace safety and insurance legislationwork in the United States. As of the date of this Agreement, there No individuals are no claims or potential claims which may materially adversely affect employed by the Company or any Subsidiary’s accident cost experienceSubsidiary outside of the United States.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(jl) The Company and each Subsidiary 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 Subsidiaries are in compliance employees and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessmentforegoing.
Appears in 1 contract
Employees. (ai) Section 3.1(33)(a3.1(t) of the Company Disclosure Letter Schedule identifies all employees and consultants employed or engaged by Seller and sets out (without names forth each such individual's rate of pay or employee numbers) a true and complete list of all Senior Management Employeesannual compensation, whether actively at primary work or not, including their respective location, hire job title and date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract hire. Except as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) set forth on Section 3.1(33)(b3.1(t)(i) of the Company Disclosure Letter contains a correct Schedule, there are no employment, consulting, severance pay, continuation pay, termination or indemnification agreements or other similar agreements of any nature (whether in writing or not) between Seller and complete list of each independent contractor engaged by the Company any current or former stockholder, officer, director, employee, or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Roomconsultant. No such employee has indicated to employment agreement disclosed on Section 3.1(t)(i) of the Company or its Subsidiaries that he or she intends to resignDisclosure Schedule will, retire or terminate his or her engagement with the Company as a direct or indirect result of the transactions contemplated hereby, require any payment by this Agreement Seller or otherwiseBuyer or any consent or waiver from any stockholder, officer, director, employee or consultant; or result in any change in the nature of any rights or any stockholder, officer, director, employee or consultant, including, but not limited to, any accelerated payments, deemed satisfaction of goals or conditions, new or increased benefits or additional or accelerated vesting. Except as set forth in Section 3.1(t) of the Disclosure Schedule, no individual will as a direct or indirect result of the transactions contemplated hereby, accrue or receive additional benefits, service or accelerated rights to payments under any Employee Plan (as defined in Section 3.1(u)), if any, including the right to receive any parachute payment, as defined in Section 280G of the Code, or become entitled to severance, termination allowance or similar payments that could result in the payment of any such benefits or payments.
(dii) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than Except as disclosed set forth in Section 3.1(33)(d3.1(t)(ii) of the Company Disclosure Letter there are no outstanding claimsSchedule, complaints(A) Seller is not delinquent in payments to any Current Employees for any wages, investigations salaries, commissions, bonuses or orders under other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such Law and employees, neither Seller nor Buyer will by reason of anything done prior to the Closing be liable to any of such employees for so- EXECUTION COPY - APRIL 29, 2005 20 called "severance pay" or any other payments, (C) there is no basis for such claim.
(e) All amounts due unfair labor practice complaint against Seller pending before the National Labor Relations Board or accrued due for all salaryany comparable Governmental Authority, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid none of Seller's policies or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years andpractices is currently being audited or, to the knowledge of the CompanySeller, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit investigated by any Governmental Authority Federal, state or local government agency, (D) there is being conductedno labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage pending or, to the knowledge of Seller, threatened against or involving Seller, (E) to the Company pendingknowledge of Seller, no labor union has taken any action with respect to organizing the employees of Seller, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements covering any Current Employee is pending and no claim therefor has been asserted against Seller, and (G) no Current Employee has informed any officer of Seller that such employee will terminate his or her employment or engagement with Seller or Buyer and Seller has no reason to believe that the Current Employees that accept employment with Buyer will not remain employees of Buyer for at least 180 days after the Closing. Except as set forth in Section 3.1(t)(ii) of the Disclosure Schedules, all individuals considered by Seller to be independent contractors that provide any services to Seller are, and could only be reasonably considered to be, in respect fact "independent contractors" and are not "employees" or "common law employees" for tax, benefits, wage, labor or any other legal purpose.
(iii) Neither Seller nor, to the knowledge of Seller, any employee or independent contractor of Seller that provides any services to Seller is in violation of any foreign workers term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee or independent contractor with Seller or any other party because of the nature of the business conducted or proposed to be conducted by Seller or the execution and no delivery of any confidentiality agreement or similar agreement by such prior audit employee. No third party has resulted claimed, or, to the knowledge of Seller, has reason to claim that any persons employed by or affiliated with Seller has (A) violated or may be violating the terms or conditions of such person's employment, non-competition or non-disclosure agreement with such third party, (B) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (C) interfered or may be interfering in the revocation employment relationship between such third party and any of any work permit its present or Labour Market Impact Assessmentformer employees. No third party has requested information from Seller that suggests that such a claim might be contemplated.
Appears in 1 contract
Samples: Asset Purchase Agreement (Progress Software Corp /Ma)
Employees. (a) Section 3.1(33)(a) of Schedule 5.19 sets forth the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employeesemployees of Seller, whether actively at work or nottheir titles, including their respective locationresponsibilities, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in dayshire, current status (full time or part-timecompensation, active or non-active (amount and if non-activedate of last increase, the reason for leave)) amount and whether they are subject to a written employment Contract as well as a list date of all former Senior Management Employees to whom bonuses paid within the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature last twelve months and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject entitled. Except as set forth on Schedule 5.19, since the Cut-Off Date, Seller has not granted nor has it become obligated to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed grant any increases in the Data Roomwages or salary or paid or become obligated to pay any bonus or made or become obligated to make any similar payment to, or granted any benefit, promotion or change in working conditions to or on behalf of, any employee listed on Schedule 5.18 (each, an "Employee"). Each independent contractor of the Company Seller has been properly classified not directly or indirectly paid or become obligated to pay any severance or termination pay to any Employee or any other person. Except as set forth on Schedule 5.19, Seller does not have in effect with any Employee or other person an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated employment contract or other arrangement relating to the Company length or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting such Employee's or other person's employment, including pay equityand other commitments imposed by applicable law. Further, wagesexcept as set forth on Schedule 5.19, hours Seller does not have in effect any agreements, commitments, arrangements, policies or practices relating to bonuses, vacations, vacation pay, pensions, profit sharing, retirement, stock options, stock purchases, employee expense reimbursements, employee discounts or other benefits affecting any of workits employees. Except as set forth on Schedule 5.19, overtime, vacation, human rights and occupational health and safety, and, other than Seller does not maintain any "employee pension benefit plan" as disclosed that term is defined in Section 3.1(33)(d3(2) of the Company Disclosure Letter there Employee Retirement Income Security Act of 1974, as amended ("ERISA"); and none of Seller's employees are no outstanding claims, complaints, investigations participants in a "multi-employer plan" as defined in Sections 3(37) or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f4001(a)(3) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including ERISA. Seller is not a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant party to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects collective bargaining agreement with any orders issued under OHSA union representing its employees, and there are no appeals strikes, union representation contests, National Labor Relations Board proceedings or any labor disputes, litigation or proceedings of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conductedkind pending, or to the knowledge of the Company pendingtheir knowledge, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessmentthreatened against Seller.
Appears in 1 contract
Employees. (a) Section 3.1(33)(a) None of the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including Target Companies nor their respective location, hire date and cumulative length of service, position, compensation (including but not limited Subsidiaries is a party to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, any collective bargaining agreement with any labor organization covering the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) Employees. As of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000date hereof, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years andpending or, to Sellers’ Knowledge, threatened, strike, lock-out, work-stoppage, union-organization effort, unfair labor practice Proceeding or labor arbitration Proceeding involving the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislationEmployees. As of the date of this Agreement, there to Sellers’ Knowledge, no Employee of the Business whose continued services are no claims material to the continuing operation of the Business has given, or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experiencereceived, written notice of termination.
(ib) Section 3.10(b) of the Disclosure Letter sets forth the following as of the date hereof: a complete and accurate list of each Employee (identified by employee number), his or her employer, date of hire/commencement of continuous employment, position and title (if any), current base salary or wage rate, commissions and bonus or other material compensation paid since the beginning of the most recently completed fiscal year. Neither the Target Companies nor their respective Subsidiaries have promised or agreed to any material variation to the contract of employment of any of the Employees which is due to take effect after the Closing Date. As of the date hereof, other than the Employees, there is no employee of Sellers or any of its Affiliates who is principally dedicated or assigned to the Business.
(c) Except as set forth in Section 3.10(c) of the Disclosure Letter, all Employees are “employees at will” and are employed by the Target Companies and their respective Subsidiaries.
(d) The Company has disclosed Target Companies and their respective Subsidiaries are in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied compliance, in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance respects, with all terms and conditions of any work permits employment of each Employee and Labour Market Impact Assessments received in respect all Laws relating to employment and employment practices, including but not limited to Laws relating to workers’ safety and health, sexual harassment, discrimination, background checks, employee leaves, equal pay, immigration, wages and hours (including classification of employees) or workers’ compensation.
(e) All compensation and benefits due to the engagement of foreign Employees and independent contractors, workers. No audit by any Governmental Authority is being conducted, or to leased employees performing services for the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted Business have been paid in the revocation normal course of any work permit business.
(f) All Employees have passed the Sellers’ or Labour Market Impact Assessmentthe Target Companies’ background checks and all U.S. Employees have provided the Target Companies with valid Form I-9’s.
Appears in 1 contract
Samples: Purchase Agreement (DST Systems Inc)
Employees. (a) Section 3.1(33)(a3.15(a) of the Disclosure Schedule lists all of the directors, officers, employees, consultants and independent contractors currently employed or engaged by the Company Disclosure Letter sets out including, for each employee: (without names or employee numbersi) a true and complete list name, (ii) job title, (iii) date of all Senior Management Employeesbirth, whether actively at work or not(iv) date of hire, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in shortv) full-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-timetime status, active (vi) exemption status under the Fair Labor Standards Act, (viii) annual rate of base salary or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationshourly compensation.
(b) Section 3.1(33)(bSince January 1, 2018, there has not been any material change in the compensation of any individual set forth in clause (a) (except for compensation increases and decreases in the ordinary course of business consistent with past practice). Since January 1, 2018, the Company has not 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 without complying with WARN. Since January 1, 2018, there have been no employment discrimination, employment harassment, sexual assault, sexual harassment or improper fraternization allegations raised, brought, threatened, or settled relating to any officer or director of the Company Disclosure Letter contains a correct involving or relating to services provided to the Company. The policies and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor practices of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationcomply with all applicable Laws concerning employment discrimination, employment harassment, sexual assault, sexual harassment or improper fraternization.
(c) All written Contracts in relation The Company is not party to Senior Management Employees or bound by any collective bargaining agreement with any labor organization and no employees of the Company are represented by a union. To the Knowledge of the Company, there are and have been disclosed in no union organizing activities involving employees of the Data RoomCompany. No such employee has indicated There are no pending or, to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result Knowledge of the transactions contemplated by this Agreement Company, threatened strikes, work stoppages, walkouts, lockouts or otherwisesimilar material labor disputes and no such disputes have occurred. The Company has not committed an unfair labor practice, and there are no pending or, to the Knowledge of the Company, threatened, unfair labor practice charges or complaints against the Company.
(d) The Company is in compliance with all Laws applicable to employment and its Subsidiaries are employment practices, including all Laws respecting terms and conditions of employment, wages, hours, equal employment opportunity, employment discrimination, worker classification (including the proper classification of workers as independent contractors and consultants and exempt or non-exempt), immigration, work authorization, occupational health and safety, workers’ compensation, the payment of social security and other employment Taxes, disability rights or benefits, plant closures and layoffs, affirmative action and affirmative action plans, labor relations, employee leave issues and unemployment insurance.
(e) No employee or independent contractor of the Company is in violation of any term of any employment or consulting contract, Restrictive Covenant, common law nondisclosure obligation, fiduciary duty, or other obligation: (i) to the Company or (ii) to a former employer or engager of any such individual relating (A) to the right of any such individual to work for the Company or (B) to the knowledge or use of trade secrets or proprietary information.
(f) The Company has promptly and thoroughly investigated all relevant occupational health and safety issues and complaints related to COVID-19. With respect to each known occupational health and safety issue and complaint related to COVID-19, the Company has taken prompt corrective action to prevent further spread of COVID-19 within the workplace. Section 3.15(e) of the Disclosure Schedule sets forth a description of the Company’s plans, policies, control measures and procedures, current and anticipated, related to COVID-19, including with respect to employee absences, reductions in the workforce, returns to work, business continuity, disaster recovery and protection of third-party entrants from the Company’s locations, accommodations made for any employee and policies regarding working remotely in compliance with applicable public health protocols and guidelines regarding COVID-19. The Company has not received any complaints or claims for failing to provide a safe working environment or accommodation in relation to COVID-19. The Company is not required to develop a hazard assessment or other program under the occupational health and safety Laws, policies or directives of any Governmental Body in connection with COVID-19. The Company has not received any workers’ compensation or health and safety claims or complaints relating to COVID-19. The Company has implemented all practicable precautions and measures regarding the COVID-19 pandemic, and is and has been in material compliance with all terms federal, state, and conditions of employment local Laws and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claimOrders regarding COVID-19.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Samples: Membership Interest and Stock Purchase Agreement (SOC Telemed, Inc.)
Employees. (a) Section 3.1(33)(aSchedule 5.12(a)(i) of the Company Disclosure Letter sets out (without names or employee numbers) Schedules contains a true and complete correct list of all Senior Management Employees, whether actively at work or notof the current employees, including their respective locationtitles, hire date “exempt”/“nonexempt” classification, employment dates, base compensation, bonus, commission and cumulative length other incentive compensation arrangements with respect to each Centerre Company. The Company has made available to or provided Parent a true and correct copy of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these planseach such employee’s employment contract, if any), benefitsand all such employment agreements, vacation entitlement in daysif any, current status are listed on Schedule 5.12(a)(ii) of the Disclosure Schedules. To the extent permitted by applicable Law, Schedule 5.12(a)(i) of the Disclosure Schedules also identifies each employee of the Centerre Companies who is out of work on a leave of absence, including due to disability and sets forth the basis of such leave and the anticipated date of return to work. None of the Centerre Companies has received services from (full time or part-time, active or non-active (and if non-active, the reason for leave)i) and whether they are subject to a written employment Contract as well any individual whom such Centerre Company did not treat as a list common-law employee, including any individual treated as an independent contractor, but who should have been treated as a common-law employee, or (ii) any individual who constituted a leased employee of all former Senior Management Employees to whom such Centerre Company under Section 414(n) of the Code. Each Centerre Company or has provided Parent with a copy of each agreement between such Centerre Company and any of its Subsidiaries employees and independent contractors, and a description of all benefits, including, without limitation, salaries, directors’ fees, bonuses, commissions, profit shares, automobile, reimbursement of expenses and benefits in kind (the “Benefits”) payable or which such Centerre Company provides to each employee, contractor and director. None of the Centerre Companies has adopted any policy or may have custom with respect to any outstanding obligations, indicating Benefit that would change the nature and the value terms of such obligationsBenefit to which an employee, contractor or director is entitled, under an employment or retention agreement or applicable Law.
(b) Each Centerre Company (i) is and, at all times since December 31, 2010, has been in compliance in all material respects with all applicable Laws, agreements and contracts relating to their respective former, current, and prospective employees, workplace practices, and terms and conditions of employment with or retention by the applicable Centerre Company, including all such Laws, agreements and contracts relating to wages, hours, collective bargaining, employment discrimination, immigration, disability, civil rights, fair labor standards, occupational safety and health, workers’ compensation, pay equity and wrongful discharge, (ii) is and, at all times since December 31, 2010, has been in all material respects in compliance with all applicable Laws, agreements and contracts relating to independent contractors, temporary agency employees and “leased” employees (within the meaning of Section 3.1(33)(b414(n) of the Company Disclosure Letter contains a correct Code), and complete list of each independent contractor engaged (iii) has timely obtained or prepared and, if applicable, filed all appropriate forms (including United States Citizenship and Immigration Services Form I-9) required by the Company any applicable Law or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written ContractGovernmental Authority. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor None of the Company has been properly classified as an independent contractor and neither the Company nor Target Entities is engaged in any Subsidiary has received any notice from any Governmental Entity disputing such classificationunfair labor practice.
(c) All written Contracts No collective bargaining agreement with respect to the business of the Target Entities (including the Target Entity Operations) is currently in relation to Senior Management Employees have been disclosed in the Data Roomeffect or being negotiated between such Target Entity and its employees. No such employee Target Entity has indicated any obligation to negotiate any collective bargaining agreement, nor does the Company have any Knowledge of any attempts to organize or its Subsidiaries that he establish any labor union or she intends employee association with respect to resign, retire or terminate his or her engagement with the Company as a result any employees of any of the transactions contemplated by this Agreement or otherwiseTarget Entities.
(d) The Company and its Subsidiaries are in material compliance No strike, slowdown or work stoppage is occurring or has occurred with all terms and conditions of employment and all Law respecting employmentrespect to the Target Entities at any time since December 31, including pay equity2010, wagesnor, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) to the Knowledge of the Company Disclosure Letter there are no outstanding claimsCompany, complaintsis threatened or has been threatened within the last year, investigations or orders under with respect to the employees of any such Law and there is no basis for such claimTarget Entity.
(e) All amounts due There is no representation claim or accrued due for all salarypetition pending before the U.S. National Labor Relations Board or any similar foreign, wages, bonuses, commissions, vacation state or local labor agency with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records respect to any employees of the Centerre Companies of which the Company or has Knowledge, and no question concerning representation has been raised or, to the Knowledge of the applicable SubsidiaryCompany, threatened respecting the employees of any Centerre Company.
(f) Except as disclosed in Section 3.1(33)(fset forth on Schedule 5.12(f) of the Company Disclosure LetterSchedules, since December 31, 2010, no written notice has been received by any Centerre Company, of any complaint or proceeding filed against such Centerre Company Employee claiming that such Centerre Company has violated any agreement applicable employment standards, labor legislation or employment Laws, or of any complaints or proceedings of any kind involving any Centerre Company or, to the Knowledge of the Company, against any of the employees of any Centerre Company or threatened to be filed against any Centerre Company before any federal, state, county, local or foreign court, tribunal, arbitrator, commission, agency or labor relations board, including, but not limited to, the National Labor Relations Board, the Equal Employment Opportunity Commission, the United States Department of Labor, and any applicable similar state agencies or boards.
(g) There are no outstanding Orders or charges against any Centerre Company under any occupational health or safety legislation, and, to the Knowledge of the Company, none have been threatened. Except as set forth on Schedule 5.12(g) of the Disclosure Schedules, to length the Knowledge of the Company, there are no pending worker compensation claims against the Centerre Companies.
(h) Schedule 5.12(h) of the Disclosure Schedules sets forth a complete and correct list of all management, consulting and other agreements with any Persons retained by any Centerre Company as “leased employees” (within the meaning of Section 414(n) of the Code), complete and correct copies of which have been made available to Parent.
(i) Schedule 5.12(i) of the Disclosure Schedules sets forth all severance or continuing payment Contractual Obligations of any Centerre Company, as well as all unpaid severance or continuing payments of any kind (other than pursuant to a plan or program described in Section 5.13 hereof) which are due or claimed to be due from such Centerre Company to any Person whose employment with such Centerre Company has been terminated or who has given or received notice of termination of such employment. No executive management personnel of any Centerre Company has notified any Centerre Company that he or severance payment required she intends to terminate his or her employment, other than employment with such as results from Law from Centerre Company. To the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge Knowledge of the Company, no audit executive management personnel of the any Centerre Company is a party to or is bound by any Subsidiary is currently being performed pursuant employment Contractual Obligation, patent disclosure agreement, noncompetition agreement or other restrictive covenant or other Contractual Obligation with any Person other than a Centerre Company that would be likely to restrict in any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
way (i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals performance by such Person of any orders under OHSA currently outstandingof his or her current duties or responsibilities as an employee of such Centerre Company or (ii) the Centerre Company Operations.
(j) The Company Schedule 5.12(j) of the Disclosure Schedules sets forth all accrued, but unused, vacation time, sick time, paid time off, or similarly compensated non-service time of each employee of the Centerre Companies as of August 31, 2014 and its Subsidiaries are in compliance with all terms and conditions as of the Closing Date.
(k) To the Knowledge of the Company, no officer, director or authorized agent of any work permits and Labour Market Impact Assessments received in respect Centerre Company has made any written or oral representations to any employees of any Centerre Company regarding continued employment or terms of employment of such Centerre Company’s employees subsequent to the date hereof or the Closing Date.
(l) To the Knowledge of the engagement Company, no current or former employee, consultant, officer, director of foreign workers. No audit the Target Entities, while performing their duties for such Target Entity, has used or disclosed confidential, proprietary or trade secret information obtained from other prior employers or third parties to the Target Entities or on behalf of the Target Entities without the written consent of such prior employers or third parties.
(m) To the Knowledge of the Company, no fact or event exists that could give rise to liability under the Worker Adjustment Retraining Notification Act (the “WARN Act”), other than in connection with any matters arising from or after the Closing.
(n) For purposes of this Section 5.12, “employee or employees of the Centerre Companies” and other descriptions of similar import shall be deemed to (i) include any employee or employees leased by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect Centerre Companies to any of the Joint Ventures and (ii) exclude any foreign workers and no employee or employees of a Joint Venture who is or are leased to such prior audit has resulted in Joint Venture by the revocation of any work permit or Labour Market Impact Assessmentapplicable JV Partner.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kindred Healthcare, Inc)
Employees. (a) Section 3.1(33)(a) of the The Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or is not, including their respective locationand has not been since its inception, hire date and cumulative length a party to any collective bargaining agreement or other similar agreement with any labor union or organization and, to the Knowledge of serviceContributor, position, compensation (including but not limited there has been no union organizing activity with respect to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, employees since the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationsBalance Sheet Date.
(b) Section 3.1(33)(b) of the The Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000has no employees. Since its inception, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor not had any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, andemployees, other than as disclosed in Section 3.1(33)(d) of employees who are or were employed by both the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days the Co-Employer pursuant to an agreement between the Co-Employer and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or (the “Client Service Agreement”), a true and complete copy of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letterwhich, with all amendments, has been provided to Acquirer. The Client Service Agreement has been terminated and no Company Employee longer has any agreement force or effect. The virtual data room contains a complete and correct list, as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims of all employees of Contributor or potential claims which may materially adversely affect its Affiliates (including the Company) who provide substantial services to the Company or and/or whose costs are charged primarily to the Company, including the Covered Employees, as well as the title/position, work location, work status, most current base salary and annual bonus amount, years of service with Contributor and its Affiliates (including the Company), and any Subsidiary’s accident cost experienceother material compensation for each of the Covered Employees.
(ic) The Company has disclosed Except as set forth on Schedule 3.14(c) or as otherwise provided in this Agreement, none of the Data Room all orders and material inspection reports under applicable occupational health and safety legislation Company, Contributor or any of their respective Affiliates is a party or subject to any Contract, nor is any of them bound by any covenant, rule or policy of, with or to any party (“OHSA”including the Co-Employer). There are no charges pending under OHSA. The Company has complied in all material respects with , that would limit the right of the Company, Acquirer, Contributor or any orders issued under OHSA and there are no appeals of their respective Affiliates to terminate the employment or change the benefits or other conditions of employment of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of Covered Employee or other Person or give rise to any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or liability as a result thereof as to the knowledge Company, Acquirer or any of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessmentits Affiliates.
Appears in 1 contract
Employees. (a) Section 3.1(33)(aSchedule 3.20(a) sets forth a complete and accurate list of all of the officers and other employees of the Company Disclosure Letter as of the date of this Agreement, describing for each such employee the position or title, whether classified as exempt or non-exempt for wage and hour purposes, whether paid on a salary, hourly and/or commission basis and the actual annual base salary or other rates of compensation (including base hourly wage and total annual commission potential, as applicable), bonus potential, date of hire, business location, status (i.e., active or inactive and if inactive, the type of leave and estimated duration), any visa or work permit status and the date of expiration, if applicable. Schedule 3.20(a) also sets out (without names or employee numbers) forth a true complete and complete accurate list of all Senior Management Employeesof the independent contractors, whether actively at consultants, temporary employees, leased employees or other servants or agents employed or used with respect to the operation of the business of the Company and classified by the Company as other than employees or compensated other than through wages paid by the Company through the Company’s payroll department and reported on a Form W-4 (“Contingent Workers”), showing for each Contingent Worker such individual’s primary location from which services are performed, fee or compensation arrangements, and term (start and end date). Except as contemplated by this Agreement or as set forth on Schedule 3.20(a), (i) to the Company’s knowledge, no officer or Key Employee, or group of employees or group of Contingent Workers, has expressed any plans to terminate his, her or their employment or service arrangement with the Company and (ii) in the past twelve (12) months no officer’s employment with the Company has been terminated for any reason.
(b) Currently and during the past four (4) years: (i) the Company is and has been in compliance in all material respects with all applicable Laws and regulations respecting labor and/or employment matters, including laws and regulations respecting fair employment practices, work or place safety and health, terms and conditions of employment, wages and hours, including, without limitation, with respect to the classification of employees for purposes of federal, state and local law and the payment of employee overtime and minimum wage, pay equity, restrictive covenants, immigration and work authorization, discrimination, harassment, retaliation, background and credit checks, defamation and other torts and breach of employee agreements; (ii) the Company is not, including their respective locationnor has been materially delinquent in any payments to any employee or Contingent Worker for any wages, hire date salaries, commissions, bonuses, fees or other direct compensation due with respect to any services performed for it or amounts required to be reimbursed to such employees or Contingent Workers; (iii) there are no, and cumulative length of servicethere have been no, positionformal or informal litigation, compensation arbitration, demands, disputes, mediation, governmental investigations, governmental audits, grievances, complaints or charges with respect to employment or labor matters (including but not limited allegations of employment discrimination, violation of wage and hour laws, harassment, breach of restrictive covenants, pay equity violations, misclassification of independent contractors, retaliation or unfair labor practices) pending or to salarythe Company’s knowledge, bonus and commissions)threatened against the Company in any judicial, eligibility regulatory or administrative forum, under any private dispute resolution procedure or internally; (iv) none of the employment policies or practices of the Company is currently being or has been audited or investigated or, to participate in short-term and long-term incentive plans (and grants received under these plansthe Company’s knowledge, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are is subject to a written employment Contract as well as a list imminent audit or investigation by any Governmental Authority; (v) none of all former Senior Management Employees to whom the Company or any of its Subsidiaries officers or senior managers (with respect to their employment with the Company), is or has been, subject to any order, decree, injunction or may judgment by any Governmental Authority or private settlement contract in respect of any labor or employment matters; (vi) the Company is and has been in material compliance with the requirements of the Immigration Reform and Control Act of 1986; and (vii) all employees are and have been employed at-will and no employee is subject to any outstanding obligationsemployment contract with the Company that provides for a fixed term of employment, indicating the nature and the value of such obligationswhether oral or written, express or implied.
(bi) Section 3.1(33)(bThere is no, and during the past three years there has not been, any labor strike, picketing of any nature, organizational campaigns, labor dispute, slowdown or any other concerted interference with normal operations, stoppage or lockout pending or, to the Company’s knowledge, threatened against or affecting the business of the Company; (ii) the Company does not have any duty to bargain with any union or labor organization or other person purporting to act as exclusive bargaining representative (“Union”) of any employees or Contingent Workers with respect to the Company Disclosure Letter contains a correct wages, hours or other terms and complete list conditions of each independent contractor engaged by employment of any employee or Contingent Worker; (iii) there is no collective bargaining agreement or other contract with any Union, or work rules or practices agreed to with any Union, binding on the Company Company, or being negotiated, with respect to the Company’s operations or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation employee or benefits to which they are entitled Contingent Worker; and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of (iv) the Company has been properly classified as an independent contractor and neither the Company nor not engaged in any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwiseunfair labor practice.
(d) The Company has not experienced a “plant closing,” “business closing,” or “mass layoff” or similar group employment loss as defined in the federal Worker Adjustment and its Subsidiaries are in material compliance with all terms and conditions Retraining Notification Act (the “WARN Act”) or any similar state, local or foreign law or regulation affecting any site of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are or one or more facilities or operating units within any site of employment or facility of the Company. During the ninety (90) day period preceding the date hereof, no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claimmore than five (5) employees of the Company have suffered an “employment loss” as defined in the WARN Act with respect to the Company.
(e) All amounts due or accrued due for For at least the past four years, (i) the Company has maintained policies (A) prohibiting employment discrimination on all salarygrounds constituting unlawful discrimination, wages(B) prohibiting sexual harassment and all other forms of discriminatory harassment, bonusesand (C) providing complaint and investigation procedures with respect to (A) and (B); (ii) any and all such policies have materially conformed with applicable legal requirements, commissionsincluding, vacation as applicable, with payrespect to independent contractors; and (iii) the Company has complied, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in all material respects, with any applicable legal requirements with respect to training concerning prevention of harassment and/or abusive conduct. Except as set forth on Schedule 3.20(e), at no time in the books and records past four (4) years have any allegations against any employee, manager or executive of the Company been made within or outside the Company alleging conduct that, if confirmed, would constitute violations of any policies referenced in (i)(A) and/or (i)(B) above or applicable Law. Except as set forth on Schedule 3.20(e), to the Company’s knowledge, at no time in the past four (4) years has the Company received a complaint within the scope of (i)(C) or conducted an investigation of allegations of any alleged violation of (i)(A) or (i)(B) or applicable SubsidiaryLaw. Except as set forth on Schedule 3.20(e), to the Company’s knowledge, there are no facts that could reasonably be expected to give rise to a claim of sexual harassment or other discriminatory harassment against or involving the Company or any employee, director or Contingent Worker.
(f) Except The Company currently classifies and has properly classified each of its employees as disclosed in Section 3.1(33)(f) exempt or non-exempt for the purposes of the Fair Labor Standards Act and state, local and foreign wage and hour laws, and is and has been otherwise in material compliance with such laws. To the extent that any Contingent Workers are employed, the Company Disclosure Letter, no Company Employee currently does and has any agreement as to length properly classified and treated them in accordance with applicable Laws and for purposes of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an all employee without an agreement as to notice or severancebenefit plans and perquisites.
(g) Except as disclosed in Section 3.1(33)(g) of the The Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety is and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied compliance in all material respects with (i) all applicable COVID-19 related Laws, standards, regulations, orders and guidance (including without limitation relating to business reopening), including those issued and enforced by the Occupational Safety and Health Administration, the Centers for Disease Control, the Equal Employment Opportunity Commission, and any orders issued other state, local and/or other governmental body; (ii) the Families First Coronavirus Response Act (including with respect to eligibility for tax credits under OHSA such Act) and there are no appeals of any orders under OHSA currently outstandingother applicable COVID-19 related leave Law, whether state, local or otherwise.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Employees. (a) Section 3.1(33)(aSchedule 2.14(a) of the Company Disclosure Letter sets out (without names or employee numbers) forth a true true, correct and complete list of all Senior Management Employees, whether actively at work or notemployees and independent contractors of the Company, including their respective locationany employees or independent contractor of any Affiliate of the Company used in the Business, as of the date hereof (the “Business Employees”), including thereon the name, date of hire or engagement, work location by city and state, job title, the current hourly or annualized aggregate compensation of each employee, any accrued bonuses, commissions or other forms of incentive compensation, if applicable, amounts of sick and vacation leave that is accrued and unused and whether the Company classifies the employee as exempt or nonexempt under the Fair Labor Standards Act and any other applicable wage and hour Law. For all workers engaged as independent contractors of the Company as of the Closing Date, Schedule 2.14(a) also sets forth a brief description of the nature of the services provided. Except those specified on Schedule 2.7, there are no outstanding obligations of the Company relating to severance or termination pay to any employees of the Company. All individuals employed by the Company have timely, accurately and properly completed Form I-9s indicating that they are lawfully permitted to work in the United States. All individuals employed by the Company are lawfully permitted to work in the United States. Commencing from the Company’s date of incorporation, the Company has not received a notification from the U.S. Department of Homeland Security, the Social Security Administration or any other Governmental Entity that the social security number it has for one or more employees does not match the records of such Governmental Entity. The Company is and cumulative length has been in compliance with all applicable Laws regarding employment, fair labor practices, wage, hours, discrimination, occupational safety and health standards, immigration and employment of service, position, compensation non-citizen workers (including but all Form I-9 requirements and other documentation requirements with respect thereto). There are no outstanding agreements, understandings, or commitments of the Company with respect to any compensation, commissions, or bonuses that have not limited been made available to salary, bonus and commissionsPurchaser.
(b) Except as set forth on Schedule 2.14(b), eligibility (i) the Company has not been a party to participate any collective bargaining or similar agreement, (ii) the Company has not engaged in short-term any unfair labor practice within the meaning of the National Labor Relations Act, and long-term incentive there is no pending or, to the Knowledge of the Company, threatened complaint regarding any alleged unfair labor practices as so defined, (iii) to the Knowledge of the Company, there has not been any employees seeking to organize for the purpose of collective bargaining, (iv) there is no strike, labor dispute, work slowdown or stoppage pending or, to the Knowledge of the Company, threatened against the Company, (v) there is no grievance or arbitration proceeding arising out of or under any collective bargaining agreement which is pending or, to the Knowledge of the Company, threatened against the Company, (vi) the Company has not experienced any material work stoppage, (vii) the Company is not the subject of any union organization effort, (viii) there are no Action pending or, to the Knowledge of the Company, threatened against the Company related to the status of any individual as an independent contractor or employee and (ix) the Company has complied in all respects with the WARN Act and the Company has not implemented or been involved in any “mass layoff” or “plant closing” (as defined under the WARN Act). All employees of the Company that are classified as exempt under applicable employment Laws satisfy the requirements of such Laws to be classified as exempt and no employee classified as exempt is entitled to overtime pay under such applicable Laws or any other Laws.
(c) The Company is and has been in compliance with all applicable Laws, Contracts, policies, plans (and grants received under these plansprograms relating to labor and employment, if any)including employment practices, benefitshiring, vacation entitlement in daysdischarge or terms and conditions of employment, current status (full time or part-timewages, active or non-active (hours, overtime compensation, collective bargaining, labor relations, unemployment insurance, worker’s compensation, equal employment opportunity, age and if non-activedisability discrimination, privacy, the reason for leave)) payment withholding of Taxes and whether they the termination of employment, occupational safety and health standards, immigration and similar foreign, state or local Law. All individuals characterized and treated by the Company as independent contractors or consultants are subject to a written employment Contract properly treated as well as a list of independent contractors under all former Senior Management Employees to whom applicable Laws and Contracts. There are no internal complaints or investigations or Actions against the Company or any of its Subsidiaries has officers, managers, members or may have any outstanding obligationsdirectors pending, indicating or to the nature and the value of such obligations.
(b) Section 3.1(33)(b) Knowledge of the Company Disclosure Letter contains a correct and complete list Company, threatened to be brought or filed, by or with any Governmental Entity or arbitrator in connection with the employment of each independent contractor engaged by the Company any current or any subsidiary with an aggregate annual compensation in excess of $100,000former applicant, including their consulting feesemployee, any other forms of compensation consultant or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Laws. There are no pending claims against the Company under any workers’ compensation plan or policy or for long-term disability. The Company has been properly classified as an independent contractor and neither the Company nor not entered into any Subsidiary has received settlement agreement related to allegations of sexual harassment or sexual misconduct by or regarding any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result other representative of the transactions contemplated by this Agreement or otherwiseCompany.
(d) The Company and its Subsidiaries are Except as set forth in material compliance with all terms and conditions Schedule 2.14(d), the employment of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) each employee of the Company Disclosure Letter there are no outstanding claimsis “at will,” and can be terminated at any time without Liability to the Company. The Company is not a recipient of any outsourced or temporary labor from any third party or contracts with a professional employer organization or similar entity. No officer, complaints, investigations director or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records management level employee of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of has informed the Company Disclosure Letter, no Company Employee has of any agreement as to length of notice or severance payment required plan to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge Knowledge of Seller, no such person has any plans to terminate employment with the Company. To the Knowledge of Seller, no employee is a party to or bound by any Contract that (i) could adversely affect the performance of his or her duties other than for the benefit of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially (ii) could adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect ability of the engagement Acquired Company to conduct its businesses, (iii) restricts or limits in any way the scope or type of foreign workers. No audit by any Governmental Authority is being conductedwork in which he or she may be engaged other than for the benefit of the Acquired Company, or (iv) requires him or her to transfer, assign or disclose information concerning his or her work to anyone other than the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact AssessmentAcquired Company.
Appears in 1 contract
Samples: Stock Purchase Agreement (Akoustis Technologies, Inc.)
Employees. (a) Section 3.1(33)(a) 2.21 of the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as Schedule contains a list of all current employees of the Company and each Subsidiary and all former Senior Management Employees to whom employees of the Company who resigned or were terminated in the past 12 months, along with the position, date of commencement of employment and the annual rate of compensation of each such person. Each current employee of the Company or any of its Subsidiaries has or may have any outstanding obligationsSubsidiary, indicating and each past employee employed within the nature past three years and involved in the value of such obligations.
(b) Section 3.1(33)(b) development of the Customer Deliverables, has entered into an Employee Confidentiality and Non-Competition Agreement with the Company or such Subsidiary, a copy or form of which has previously been delivered to the Buyer. All of the agreements referenced in the two preceding sentences will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing. Section 2.21 of the Disclosure Letter Schedule contains a correct and complete list of each independent contractor engaged by all employees of the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they Subsidiary who are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor not citizens of the Company has been properly classified United States. Except as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions otherwise contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years andRedundancy Plan, to the knowledge of the Company, no audit key employee or group of employees has given or been given notice of termination of employment or has any plans to terminate employment with the Company or any Subsidiary. Those persons named as such in Section 2.21 of the Disclosure Schedule are the only officers and directors of the Company and of each Subsidiary. There is not outstanding any contract of service between the Company or any Subsidiary and any of its directors, officers or employees which is not terminable by the Company or the applicable Subsidiary without damages or compensation (other than any compensation payable by statute) on notice of 3 months or less given at any time. No amount of compensation due to or in respect of any officer, director or employee or former officer, director or employee of the Company or any Subsidiary is currently being performed in arrears or unpaid other than salary for the current month of employment. On Closing, neither the Company nor any Subsidiary will have any obligation to employ or have seconded to it any person other than the employees who have been disclosed pursuant this Section 2.21. No proposal, assurance or binding commitment has been communicated to or by any applicable workplace safety employee regarding any change to his terms and insurance legislationconditions of employment (or terms of appointment or engagement in the case of officers and consultants) or working conditions or regarding the continuance or his employment. As No employee is or has been absent from work for any reason for an aggregate period of 30 working days or more within a period of 12 months ending on the date of this Agreementagreement.
(b) Neither the Company nor any Subsidiary is a party to or bound by any collective bargaining agreement or arrangement (whether formal or informal) on any recognition agreement with any trade union, there are no claims staff association or potential claims which may materially adversely affect other body representing any employees of the Company or any Subsidiary’s accident cost experience.
(i) The Company , nor has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSAany of them experienced any strikes, labor disputes, grievances, claims of unfair labor practices or other collective bargaining disputes. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals knowledge of any orders under OHSA organizational effort made or threatened, either currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions or within the past two years, by or on behalf of any work permits and Labour Market Impact Assessments received labor union with respect to employees of the Company or any Subsidiary. Section 2.21 of the Disclosure Schedule sets out, in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge employees of the Company pendingAustralian Companies, the terms of any applicable industrial awards and agreements and the Australian Companies have complied in all respects with such industrial awards and agreements and statutory requirements in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessmentemployees.
Appears in 1 contract
Samples: Merger Agreement (Bottomline Technologies Inc /De/)
Employees. (a) Section 3.1(33)(a) of the Company Disclosure Letter sets out (without names or employee numbers) Schedule 4.15 contains a true complete and complete accurate list of all Senior Management Employeesemployees as of the date of this Agreement, setting forth for each employee his or her position or title, whether actively at work classified as exempt or notnon-exempt for wage and hour purposes, including their respective whether paid on a salary, hourly or commission basis, actual annual base salary or rates of compensation, bonus potential (and target opportunities, if applicable), date of hire, business location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-timei.e., active or non-active (inactive). Schedule 4.15 also contains a complete and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a accurate list of all former Senior Management Employees to whom of the independent contractors, consultants, temporary employees, leased employees or other agents employed or used by the Company and classified by the Company as other than employees (“Contingent Workers”), showing for each Contingent Worker such individual’s role in the business and fee or compensation arrangements. To the Company’s Knowledge, no executive, key employee or any group of employees of the Company or any of its Subsidiaries has notified the Company of his or may have any outstanding obligations, indicating her intention to terminate employment with the nature and Company or such Subsidiaries. None of the value of such obligations.
(b) Section 3.1(33)(b) employees of the Company Disclosure Letter contains a correct and complete list or its Subsidiaries are represented in his or her capacity as an employee of each independent contractor engaged the Company or its Subsidiaries by any labor organization. Neither the Company nor any of its Subsidiaries has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees, nor has the Company or any subsidiary of its Subsidiaries entered into any collective bargaining agreement, union contract or similar contract recognizing any labor organization as the bargaining agent or representative of any employees. There has been no “mass layoff” or “plant closing” as defined by the WARN Act with an aggregate annual compensation respect to the Company or its Subsidiaries within the six (6) months prior to Closing. The Company and its Subsidiaries have complied in excess all material respects with all Laws relating to the employment of $100,000labor (including, including their consulting feeswithout limitation, any other forms of provisions thereof relating to wages, hours, the Fair Labor Standards Act, the WARN Act, discrimination, equal opportunity, collective bargaining, civil rights, safety and health, workers’ compensation or benefits to which they are entitled the payment of social security and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor other taxes), and neither the Company nor any Subsidiary of its Subsidiaries has received any notice from labor relations problems (including, without limitation, any Governmental Entity disputing such classification.
(c) All written Contracts union organization activities, threatened or actual strikes or work stoppages or material grievances). The Company, its Subsidiaries, and, to the Company’s Knowledge, their employees are not subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreements that are in relation to Senior Management Employees have been disclosed in conflict with the Data Room. No such employee has indicated to present or proposed business activities of the Company or its Subsidiaries that he or she intends to resignSubsidiaries, retire or terminate his or her engagement with except for agreements between the Company as a result of the transactions contemplated by this Agreement or otherwise.
(d) The Company and Company, its Subsidiaries are in material compliance with all terms and conditions of employment their present and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither employees. Neither the Company nor any Subsidiary has been reassessed of its Subsidiaries is delinquent in any material payments to any employee or consultant for any wages, salaries, commissions, bonuses, fees or other direct compensation due with respect under such legislation during the past three years and, to any services performed for it to the knowledge of the Company, no audit of the Company date hereof or any Subsidiary is currently being performed pursuant amounts required to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims be reimbursed to such employees or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experienceconsultants.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Employees. (ai) Section 3.1(33)(a3.1(p)(i) of the Company Disclosure Letter Schedule sets out (without names or employee numbers) forth a true true, complete and complete correct list of all Senior Management Employees, whether actively at work or noteach Acquired Company’s current employees, including their respective full name, job title, employer and work location, hire date and cumulative length of servicehire, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time full- or part-timetime status, active current base salary or hourly pay, current classification status as an exempt or non-exempt employee, whether such employee is absent from active employment (and if non-activeincluding the date such employee became inactive, the reason for such inactive status, and the anticipated date of return to active employment, if applicable), accrued and unused vacation time, statutory and contractual leave (including statutory holidays, sick leave), maternity leave, paternity leave, rest days) and commission, bonus or any other compensation (if applicable).
(ii) Except as set forth on Section 3.1(p)(ii) of the Disclosure Schedule, no employee of any Acquired Company has terminated employment in the last 90 days. To Seller’s Knowledge, no employee plans to terminate employment or engagement with any Acquired Company.
(iii) No Acquired Company is or has been a party to, nor is any Acquired Company bound by, any collective bargaining agreement, and no Acquired Company has experienced any strike, slowdowns, work stoppages or lockouts, interruption of work, grievance, claim of unfair labor practices, other collective bargaining activity or other labor dispute arising from or relating to any Acquired Company’s employees. To Seller’s Knowledge, there is no organizational effort presently being made or threatened by or on behalf of any labor union with respect to any Acquired Company’s employees.
(iv) No Acquired Company has received notice or other communication from any Governmental Authority or other Person regarding any violation or alleged violation of any Law relating to hiring, recruiting, employing of (or continuing to employ), compensation for, classification of, or issues over whether any employee is not authorized to work in the jurisdiction in which such employee is located. The Acquired Companies have in their files a Form I-9 (or similar documentation under non-United States Law including Form IR56E under Hong Kong Law) that is validly and properly completed in accordance with Law for each employee of the Acquired Companies with respect to whom such form is required under Law.
(v) All current and former employees of any of the Acquired Companies are or were during their employment with any Acquired Company authorized to work in the jurisdictions in which they are subject required to provide services in accordance with applicable Laws, including the Immigration and Naturalization Act and the Immigration Ordinance, as amended, and the regulations promulgated thereunder. No allegations of immigration-related unfair employment practices have been made against an Acquired Company or, to Seller’s Knowledge, threatened to be filed against any Acquired Company with the Equal Employment Opportunity Commission or the U.S. Department of Justice’s Civil Rights Division, the Immigrant and Employee Rights Section, the Hong Kong Equal Opportunities Commission, the Civil Division of the Department of Justice of Hong Kong, the Immigration Department or any other Governmental Authority.
(vi) Each Acquired Company is and has been in compliance in all material respects with all Laws with respect to employment, discrimination, harassment or retaliation in employment, pay, pay equity, withholdings, terms and conditions of employment, pay rates, termination of employment, termination payments, wages, hours, overtime pay, unemployment compensation benefits, workers’ compensation, vacation and sick leave, maternity and paternity leave, statutory holidays, all leave pay, pension, occupational safety and health, employee whistle-blowing, immigration, data protection, employee privacy, classification of employees as exempt or non-exempt, and employment practices related to and classification of employees and independent contractors. No Acquired Company has engaged in any unfair or unlawful labor practice, as defined in the National Labor Relations Act or similar Law.
(vii) Except as set forth on Section 3.1(p)(vii) of the Disclosure Schedule, there are no claims, charges, complaints, grievances, disciplinary matters or controversies pending or, to Seller’s Knowledge, threatened, between any Acquired Company and any of the Acquired Companies’ current, former or prospective employees or other individual service providers (including independent contractors) or personal service companies (including independent contractors). No Acquired Company has received written notice from any Governmental Authority responsible for the enforcement of employment Laws indicating its intent to conduct an investigation or that any such investigation is in progress, and, to Seller’s Knowledge, no Governmental Authority is conducting or is planning to conduct such an investigation. There are no claims pending or, to Seller’s Knowledge, threatened against any Acquired Company under any workers’ compensation plan or policy or for long-term disability or under any private medical insurance or permanent health insurance scheme. No Acquired Company has implemented any layoffs of employees of any Acquired Company implicating the Worker Adjustment and Retraining Notification Act of 1988 or any similar Law.
(viii) All employees of the Acquired Companies whose employment is governed by United States Law are at-will employees. No employee or independent contractor of any Acquired Company is entitled to any severance, termination or change of control or other benefit or payment based on the transactions or events contemplated by this Agreement.
(ix) Except as set forth on Section 3.1(p)(ix) of the Disclosure Schedule, the Acquired Companies’ relationship with all individuals who are designated as independent contractors or consultants to the Acquired Companies can be terminated at any time for any reason without more than 30 days’ notice and without any amounts being owed to such individual other than with respect to compensation or payments accrued before the termination of such relationship.
(x) To Seller’s Knowledge, no current or former employee or independent contractor of any Acquired Company has been or is in violation or breach of any term of any employment contract, service agreement, secondment agreement, remote-working agreement, invention assignment agreement, patent disclosure agreement, non-competition agreement, non-solicitation agreement, confidentiality agreement, restrictive covenant, statutory obligation, fiduciary duty or any other common law obligation owed to any former employer, independent contractor, customer or client, or any other third party relating to the right (or scope of the right) of any such employee, former employee or independent contractor to be employed or engaged by any Acquired Company or any other Person because of the nature of the business (including the Business) conducted by the Acquired Companies or such other Person to contact or solicit customers or business contacts of the Acquired Companies or other Persons, or to the use of Trade Secrets, confidential or proprietary information of the Acquired Companies or other Persons. No Acquired Company has received any notice alleging that any such violation has occurred.
(xi) To Seller’s Knowledge, no current or former employee or independent contractor of any Acquired Company has been or is in violation or breach of any term of any employment contract, service agreement, secondment agreement, remote-working agreement, invention assignment agreement, patent disclosure agreement, non-competition agreement, non-solicitation agreement, confidentiality agreement, restrictive covenant, statutory obligation, fiduciary duty or any other common law obligation owed to any Acquired Company.
(xii) Section 3.1(p)(xii) of the Disclosure Schedule sets forth a written employment Contract as well as a true, complete and correct list of all former Senior Management Employees to whom the Persons having any agreement with any Acquired Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to under which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified Person acts as an independent contractor or in a similar capacity for any Acquired Company whether on a full-time or a part-time or retainer basis or otherwise, including the nature of the services provided, the rate of compensation, and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationengagement date.
(cxiii) All written Contracts No employee layoff, facility closure or shutdown (whether voluntary or by order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in relation to Senior Management Employees have been disclosed hours, or reduction in the Data Room. No such employee salary or wages, or other workforce changes affecting employees of any Acquired Company has indicated to the Company occurred since March 1, 2020 or its Subsidiaries that he is currently contemplated, planned or she intends to resignannounced, retire or terminate his or her engagement with the Company including as a result of the transactions contemplated COVID-19 or any Law, directive, guidelines or recommendations by this Agreement any Governmental Authority in connection with or otherwisein response to COVID-19. To Seller’s Knowledge, no Acquired Company has otherwise experienced any material employment-related Liability with respect to COVID-19.
(dxiv) The To Seller’s Knowledge, no current or former employee, consultant or independent contractor, officer or director of any Acquired Company and its Subsidiaries are is or has in material compliance with all terms and conditions the past been in violation of any term of any employment and all Law respecting employmentcontract or other contract of service, including pay equitynon-competition agreement, wages, hours or any restrictive covenant relating to the right of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) any such individual to provide services to the Acquired Company because of the nature of the business conducted by the Acquired Company, work performed by the individual, or use of trade secrets or proprietary information of others. To Seller’s Knowledge, no current or former employee or independent contractor, officer or director of any Acquired Company, while performing their duties for an Acquired Company, has used or disclosed confidential, proprietary or trade secret information obtained from other prior employers or third parties to an Acquired Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any on behalf of an Acquired Company without the written consent of such Law and there is no basis for such claimprior employers or third parties.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(ixv) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has Acquired Companies have since March 1, 2020 complied in all material respects with with, and have not incurred any orders issued under OHSA Liability under, the Worker Adjustment Retraining Notification Act (the “WARN Act”) and there are no appeals any applicable state or other applicable Law of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conductedsimilar effect, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in fact or event exists that could give rise to Liability under the revocation WARN Act or applicable state or other applicable Law of any work permit or Labour Market Impact Assessmentsimilar effect.
Appears in 1 contract
Employees. (ai) Section 3.1(33)(a(S)4(u) of the Company Disclosure Letter sets out Schedule contains a complete and accurate list as of the date of this Agreement (without names or employee numbers) a true and complete list of all Senior Management Employees, whether actively which shall be updated at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom Closing through the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(bmost recent reasonably practicable date) of the Company Disclosure Letter contains a correct and complete list of following information for each independent contractor engaged by contractor, consultant or employee of the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including each such employee on leave of absence or layoff status: employer; name; job title; current compensation paid or payable and any change in compensation since September 27, 2002; vacation accrued and date of hire.(S)4(u) of the Disclosure Schedule also contains a complete and accurate list of the following information for each retired employee or retired director of the Company, or their consulting feesdependents, receiving benefits or scheduled to receive benefits in the future: name, pension benefit, pension option election, retiree medical insurance coverage, retiree life insurance coverage and other benefits.
(ii) To the Knowledge of the Parent, the Seller and the Company, no executive or group of employees acting together has notified the Parent, the Seller or the Company in writing that he or she has any plans to terminate employment with the Company or its Subsidiaries.
(iii) The Company and its Subsidiaries have paid in full to, or in accordance with past practice accrued on behalf of, all Persons performing services for the Company and its Subsidiaries, all payments, wages, salaries, commissions, bonuses and other forms compensation earned for all services performed by such Persons, all vacation, profit-sharing and other benefits which have accrued through the date hereof for such Persons, and all amounts required to be reimbursed to such Persons for which appropriate reimbursement requests have been submitted.
(iv) There is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the Knowledge of compensation the Parent, the Seller and the Company, threatened against or benefits affecting the Company or its Subsidiaries and, during the past five years, there has not been any such action.
(v) To the Knowledge of the Parent, the Seller and the Company, there are no union claims to which they represent the employees of the Company or its Subsidiaries.
(vi) None of the employees of the Company and its Subsidiaries are entitled represented by any labor organization and whether they to the Knowledge of the Parent, the Seller and the Company there are subject no current union organizing activities among the employees of the Company or its Subsidiaries and no question concerning representation of such employees exists.
(vii) There are no written personnel policies, rules or procedures applicable to a written Contract. Current employees of the Company and its Subsidiaries generally, other than those set forth in the Disclosure Schedule, true, correct and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum which have heretofore been disclosed in delivered to the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationBuyer.
(cviii) All written Contracts in relation There is no material unfair labor practice charge or complaint against the Company or its Subsidiaries pending or, to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated Knowledge of the Parent, Seller and Company, threatened before the National Labor Relations Board or any other Governmental Authority.
(ix) To the Knowledge of the Parent, Seller and Company, no material charges of discrimination or other material violation of equal employment laws with respect to or relating to the Company or its Subsidiaries that he are pending before the Equal Employment Opportunity Commission or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwiseany other Governmental Authority.
(dx) No Governmental Authority responsible for the enforcement of labor or employment Laws has informed the Parent, the Seller or the Company that it intends to conduct an investigation or compliance audit with respect to or relating to the Company or its Subsidiaries and no such investigation or compliance audit by any Government Authority is in progress.
(xi) There are no pending or, to the Knowledge of the Parent, Seller and Company, threatened material wage and hour claims filed against the Company or its Subsidiaries with the United States Department of Labor or any other Governmental Authority.
(xii) There are no pending material citations relating to the Company and its Subsidiaries filed by the Occupational Safety and Health Administration nor any other Governmental Authority and, to the Knowledge of the Parent, Seller and Company, there are no such threatened citations relating to the Company or its Subsidiaries.
(xiii) There is no pending material investigation of, or material complaint pending against, the Company or its Subsidiaries by the Office of Federal Contract Compliance Programs or any other Governmental Authority and, to the Knowledge of the Parent, Seller and Company, there are no such threatened investigations or complaints; and
(xiv) There are no material complaints, controversies, lawsuits or other proceedings pending or, to the Knowledge of the Parent, Seller and Company, overtly threatened that allege breach or violation of any express or implied contract of employment, any law governing employment or the termination thereof, or alleging any other discriminatory, wrongful, unlawful or tortuous conduct in connection with the employment relationship asserted by or on behalf of any employees of the Company or its Subsidiaries.
(xv) Subject to applicable law, all employees of the Company and its Subsidiaries may be terminated by the Company or its Subsidiaries at any time with or without cause and without any severance or other obligation of or Liability to the Company or its Subsidiaries. Since January 1, 2000 the Company and its Subsidiaries have not compensated any workers performing services to the Company or its Subsidiaries as independent contractors. The Company and its Subsidiaries have properly characterized as independent contractors the individuals listed on (S)4(u) of the Disclosure Schedule using the applicable rules and regulations of the Internal Revenue Service.
(xvi) The Company and its Subsidiaries are have not since January 1, 2000 effectuated (i) a "plant closing" (as defined in material compliance with all terms the Worker Adjustment and conditions Retraining Notification Act of 1988 ("WARN Act")) affecting any site of employment and all Law respecting employment, including pay equity, wages, hours or one or more facilities or operating units within any site of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations employment or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records facility of the Company or (ii) a "mass layoff" (as defined by the WARN Act) affecting any site of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) employment or facility of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from except in compliance with the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislationWARN Act. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are shall not take any action prior to the Closing which could result in any obligation or liability being imposed on the Company or its Subsidiaries under the WARN Act except in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact AssessmentWARN Act.
Appears in 1 contract
Employees. (ai) Section 3.1(33)(aThe Corporations are in compliance with all applicable Laws relating to employment and labour matters except for acts of non-compliance which would not have a Material Adverse Effect.
(ii) There is no collective agreement in force binding the Corporations in respect of the Company Disclosure Letter sets out Business, nor is there any Contract with any employee association.
(iii) The Corporations are not subject to any claim for wrongful dismissal, constructive dismissal or any other claim, complaint or litigation relating to employment, occupational health and safety, human right, pay equity, discrimination or termination of employment of any Employees or former employees or relating to any failure to hire a candidate for employment.
(iv) There is no order pursuant to any Law requiring the reinstatement of any Employee or former employee of the Corporations or requiring the taking of any action or the refraining from taking any action, in respect of any Employee or former employee of the Corporations.
(v) The Data Room includes an accurate list, as of the date hereof, of all Employees (without listing names or employee numbers) a true in accordance with applicable Law), any employment agreements with such employees and complete list the current rate of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited and the portions thereof attributable to salary, bonus bonus, and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)other compensation respectively) and whether they are subject to a written employment Contract as well as a list including benefits of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of each such obligationsEmployee.
(bvi) Section 3.1(33)(b) of Except as set forth in Schedule 5.1(r), the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result consummation of the transactions contemplated by this Agreement will not, either alone or otherwisein combination with another event (i) entitle any Employee to severance pay or any other payment, except as expressly provided in this Agreement, or (ii) accelerate the time of payment or vesting or increase the amount of compensation due to any such Employee.
(dvii) Schedule 5.1(r) lists all independent contractors currently engaged by the Corporations and having an annual base fee of more than [***] and the services performed by them. The Company and its Subsidiaries Corporations have not received in the past 12 months any written notice from any Governmental Authority regarding the classification of such independent contractors.
(viii) No union organizing efforts are in material compliance pending with all terms and conditions of employment and all Law respecting employmentrespect to the Employees. In the past 12 months, including pay equitythere has not occurred or been threatened any strike, wagesslowdown, hours of workpicketing, overtimework stoppage, vacation, human rights and occupational health and safety, and, concerted refusal to work overtime or other than as disclosed in Section 3.1(33)(dsimilar labor activity with respect to any Employees.
(ix) of the Company Disclosure Letter there There are no outstanding claimslabor disputes currently subject to any grievance procedure, complaints, investigations arbitration or orders under any such Law litigation and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conductedrepresentation petition pending, or to the knowledge of the Company pendingSeller, threatened with respect to any Employee.
(x) The Corporations are in respect compliance and have been within the past two (2) years with all applicable Laws pertaining to the employment or termination of employment of its employees, except for any foreign workers failure to so comply that, individually and no such prior audit has resulted in the revocation aggregate, could not result in any material liability or obligation on the part of the Corporations or Purchaser or any work permit of their respective Affiliates.
(xi) All Employees of PPR Canada are hired for an indefinite term and can, subject to any termination clauses in their contractual agreements, have their employment terminated with reasonable notice or Labour Market Impact Assessmentpay in lieu, as may be required under applicable Law. All Employees of PPR USA are “at will” employees or can have their employment terminated with sufficient notice as may be required under applicable Law.
(xii) The Corporations are in material compliance with all provisions of the applicable occupational health and safety Laws and there are no outstanding claims, charges or orders thereunder.
(xiii) The Corporations are in material compliance with applicable workers compensation laws and there are no outstanding assessments, levies or penalties thereunder.
(xiv) The Corporations have materially followed and fully complied with all applicable federal, provincial and local laws, rules, notices, ordinances, regulations, orders and relating to protecting workers, customers and other visitors to the Leased Premises from spreading or contracting COVID-19.
(xv) All of the Corporations’ employees vacation and overtime pay is properly reflected and accrued in the Books and Records of the Corporation.
Appears in 1 contract
Samples: Share Purchase Agreement (Liminal BioSciences Inc.)
Employees. (a) Section 3.1(33)(aNo member of the Company Group is a party to, or is otherwise bound by, any consent decree with, or citation or other Order relating to, employees or employment practices. Except as set forth on Schedule 3.17(a) of the Company Disclosure Letter sets out (without names or employee numbers) a true Schedule, each member of the Company Group is, and complete list of since the Lookback Date has been, in compliance in all Senior Management Employees, whether actively at work or notmaterial respects with applicable Laws and applicable Contracts relating to employment and labor, including their respective locationemployment practices, hire date terms and cumulative length conditions of serviceemployment, position, compensation wages and hours (including but not limited to salarythe classification of independent contractors, bonus leased employees and commissionsother non-employee service providers, and exempt and non-exempt employees), eligibility to participate in short-term health and long-term incentive plans safety, immigration (including the completion of Forms I-9 for all employees and grants received under these plans, if anythe confirmation of employee visas), benefitsharassment, discrimination or retaliation, whistleblowing, disability, equal opportunity, plant closures and layoffs (including the WARN Act), workers’ compensation, labor relations, COVID-19, affirmative action, unemployment insurance, provision of leave, sick pay, and vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationspay.
(b) Section 3.1(33)(bExcept as set forth in Schedule 3.17(b) of the Company Disclosure Letter contains a correct and complete list Schedule, to the Company’s Knowledge, none of each independent contractor engaged by the policies or practices of the Company Group are currently being audited or investigated by any Governmental Authority. Except as set forth in Schedule 3.17(b) of the Company Disclosure Schedule, since the Lookback Date, there has been no material Action against the Company Group brought by or filed with any Governmental Authority by or on behalf of any employee, prospective employee, former employee, retiree, or representative of any of the employees or other individual or any subsidiary Governmental Authority with an aggregate annual compensation in excess respect to employment practices of $100,000the Company, including their consulting feesand there are no such material Actions pending or Threatened.
(c) To the Company’s Knowledge, any other forms of compensation no current or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each former employee or independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor Group is in violation in any Subsidiary has received material respect of any notice from term of any Governmental Entity disputing such classification.
employment agreement, restrictive covenant or other duty or obligation (ci) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated owed to the Company or its Subsidiaries that he Subsidiaries, or she intends (ii) owed to resign, retire any third party with respect to such person’s right to be employed or terminate his or her engagement with engaged by the Company as a result of the transactions contemplated by this Agreement or otherwiseGroup.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employmentSince the Lookback Date, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for Group has reasonably investigated all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surchargessexual harassment, or other amounts due discrimination, retaliation or owing pursuant policy violation allegations against any officer, director, executive, management-level or supervisory employee of which any it is aware. With respect to any workplace safety and insurance legislation and neither each such allegation with potential merit, the Company nor any Subsidiary Group has been reassessed in any material respect under such legislation during the past three years and, taken corrective action that is reasonably calculated to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSAprevent further improper action. The Company has complied in all Group does not reasonably expect any material respects liabilities with respect to any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstandingsuch allegations.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Samples: Merger Agreement (Dave & Buster's Entertainment, Inc.)
Employees. (a) Section 3.1(33)(aSchedule 3.17 sets forth, with respect to each Person who is employed in the Business (including any such employee who is on a leave of absence or on layoff status subject to recall) (i) the name of such employee and the date as of which such employee was originally hired, and whether the employee is on an active or inactive status; (ii) such employee's title; (iii) such employee's annualized compensation as of the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list date of all Senior Management Employees, whether actively at work or notthis Agreement, including their respective locationbase salary, hire date vacation and/or paid time off accrual amounts, bonus and/or commission potential, equity vesting schedule, severance pay potential, and cumulative length of service, position, any other compensation forms; (iv) each current benefit plan in which such employee participates or is eligible to participate; and (v) any governmental authorization (including but not limited to salary, bonus without limitation visa) that is held by such employee and commissionsthat is used in connection with the Business. Each employee of the Business is employed by Seller or one of its Subsidiaries. Except as disclosed in Schedule 3.17(a), eligibility the employment of each of the employees of the Business is terminable by Seller or its applicable Subsidiary at will and at no cost other than the payment of accrued salary up to participate in short-term and long-term incentive plans including the Closing Date.
(and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time b) Schedule 3.17(b) lists all Persons who are currently performing services for the Business who are classified as "consultants" or part-time, active or non-active (and if non-active, "independent contractors," the reason for leave)) compensation of each such Person and whether they Seller is party to an agreement with such Person (whether or not in writing). Persons engaged for the benefit of the Business as independent contractors, rather than employees, have been engaged by Seller or one of its Subsidiaries, are subject to a written employment Contract properly classified as well as a list independent contractors and have been engaged in accordance with all applicable foreign, federal, state and/or local laws.
(c) None of all former Senior Management Employees to whom the Company Seller or any of its Subsidiaries is or has been a party to or may have bound by any outstanding obligationsunion contract, indicating collective bargaining agreement or similar contract. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting Seller, any of its Subsidiaries or any of the nature and employees of the value of such obligationsBusiness.
(bd) Section 3.1(33)(bSchedule 3.17(d) lists all current employee manuals and handbooks, employment policy statements, employment agreements, and other relevant personnel materials relating to the employment of the Company Disclosure Letter contains a correct current employees of the Business. Seller has delivered to Buyer and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and SVT complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationdocuments.
(ce) All written Contracts in relation to Senior Management Employees have been Except as disclosed in Schedule 3.17(e), (i) none of the Data Room. No such employee employees of the Business has notified or otherwise indicated to the Company Seller or one of its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement employment with Seller or one of its Subsidiaries, or not to accept employment with Buyer; (ii) neither Seller nor any of its Subsidiaries has a present intention to terminate the Company employment of any employee of the Business; (iii) to Seller's Knowledge, no employee of the Business has since January 1, 2005 received an offer of an employment from any other Person; (iv) all current and former employees of the Business who were employees of the Business at any time on or after June 28, 2004 have executed an agreement (containing no exceptions or exclusions from the scope of its coverage) regarding the protection of proprietary or confidential information and the assignment to Seller or one of its Subsidiaries of any Intellectual Property arising from services performed for the Business by such persons; (v) the Intellectual Property that was developed by those individuals who were employees of the Business at any time prior to June 28, 2004 was developed pursuant to standards and policies regarding confidentiality and ownership of intellectual property rights that are consistent with industry-standard form nondisclosure and assignment of inventions agreements; (vi) to the Knowledge of Seller, no employee of the Business is a party to or is bound by any employment contract, patent disclosure agreement, noncompetition agreement or other restrictive covenant or other contract with any third party that would be likely to affect in any way (A) the performance by such employee of any of his or her duties or responsibilities as a result employee, or (B) the business or operations of the transactions contemplated Business; (vii) to the Knowledge of Seller, no employee of the Business is in violation of any term of any employment contract, patent disclosure agreement, noncompetition agreement, or any other restrictive covenant with any third party relating to the right of any such employee to be employed by this Agreement Seller or otherwise.
one of its Subsidiaries; and (dviii) The Company and neither Seller nor any of its Subsidiaries are is or has been engaged in material compliance any litigation with, been threatened with all terms and conditions of employment and all Law respecting employmentany litigation by, including pay equityor received a written complaint from, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) an employee of the Company Disclosure Letter there are no outstanding claims, complaints, investigations Business or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records former employee of the Company or of the applicable SubsidiaryBusiness regarding Intellectual Property matters.
(f) Except as disclosed in Section 3.1(33)(fSchedule 3.17(f), (i) neither Seller nor any of its Subsidiaries has an established severance pay practice or policy; (ii) no employee of the Company Disclosure LetterBusiness is entitled to any severance pay, no Company Employee has bonus compensation, acceleration of payment or vesting of any agreement as to length equity interest, or other payment from any of notice Seller, any of its Subsidiaries, Buyer or severance payment required to terminate his or her employment, SVT (other than such accrued salary, vacation, or other paid time off in accordance with the policies of Seller or its applicable Subsidiary) as results from Law from a result of or in connection with the employment transactions contemplated by this Agreement or any Ancillary Agreement or as a result of an employee without an agreement as any termination by the Business on or after the Closing of any Person employed by Seller or any of its Subsidiaries on or prior to notice or severancethe Closing Date.
(g) Except as disclosed Seller and each of its Subsidiaries is in Section 3.1(33)(g) of the Company Disclosure Lettermaterial compliance with, and there are is no change of control payments, golden parachutes, severance payments, retention payments, Contracts claim pending against Seller or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its SubsidiariesSubsidiaries or any basis therefore with respect to, all currently applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation all applicable laws, rules and regulations relating to employment discrimination, harassment, unfair labor practices or wrongful discharge.
(h) Except as disclosed in Section 3.1(33)(h) Seller and each of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are is in compliance with all terms applicable visa and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessmentrequirements.
Appears in 1 contract
Samples: Asset Purchase Agreement (Conversion Services International Inc)
Employees. (a) Section 3.1(33)(aSchedule 4.23(a) of sets forth, for each Business Employee on the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employeesdate hereof, such employee’s name, employer, title, hire date, location, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and the expected return date), whether exempt or non-active (exempt, annual base salary or wage rate, accrued and if non-activeunused vacation days, the reason for leave)) most recent annual bonus received, current annual bonus opportunity, whether such Business Employee is a Key Employee and whether they are subject such Business Employee, if working in the United States, has or will require a “green card” or other work authorization under Applicable Law in order to be employed by any of the Buyer Parties or their respective Affiliates. Schedule 4.23(a) separately sets forth, for each Service Provider on the date hereof other than a written employment Contract as well as a list Business Employee, such Service Provider’s name, duties and rate of all former Senior Management Employees compensation. No Key Employee has indicated in writing to whom the Company Sellers or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries respective Affiliates that he or she intends to resign, resign or retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement or otherwiseotherwise within one year after the Closing Date. *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately. Table of Contents
(b) Sellers and their respective Affiliates are, and have been since January 1, 20***, with respect to current or former Service Providers, 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, civil rights, human rights, affirmative action, work authorization, immigration, work status, safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes. There are no pending Actions (other than audits or investigations) with respect to any of the Business Employees, to the Knowledge of Sellers, there are no pending Actions consisting of audits or investigations with respect to any of the Business Employees and, to the Knowledge of Sellers, there are no threatened Actions with respect to any of the Business Employees, including, in each case, any labor or employment disputes or controversies or unfair labor practice charges, health or safety related charges or other Actions, or complaints with respect to any of the Business Employees.
(c) None of Sellers or any of their respective Affiliates is or has been a party to or subject to, or is currently negotiating in connection with entering into, any Collective Bargaining Agreement or other labor agreement with any union or labor organization that covers any of the Business Employees, and to the Knowledge of Sellers there is not and there has not been any activity or proceeding of any labor organization or employee group (or representative thereof) to organize any such employees. There are not and, since January 1, 20***, there have not been any (i) labor strikes, slowdowns or stoppages or written threats of the same against any of the Sellers or any of their respective Affiliates with respect to or affecting the Business; (ii) representation claims or petitions pending before the National Labor Relations Board or any foreign equivalent with respect to any of the Business Employees; or (iii) grievances or arbitration proceedings against any of the Sellers or any of their respective Affiliates arising out of or under any Collective Bargaining Agreement. The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required for Sellers to enter into this Agreement or to consummate any of the transactions contemplated hereby.
(d) The Company Within the past three years, none of Sellers nor their respective Affiliates have implemented any plant closing or layoff of Business Employees that could implicate WARN and its Subsidiaries are in material compliance with all terms and conditions none of employment and all Law respecting employmentSellers or any of their respective Affiliates has taken any action that would reasonably be expected to cause Buyer Parties to have any liability or other obligation as of, including pay equityor immediately following, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders Closing Date under any such Law and there is no basis for such claimWARN.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in To the books and records Knowledge of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure LetterSellers, no Company Business Employee is a party to any noncompetition agreement, Contract with a third party or any other obligations of any kind (and the Seller and any of its Affiliates has not received any agreement as written notice alleging that any employee is such party or so subject) that (i) prohibits or otherwise limits in any way (or purports to length of notice prohibit or severance payment required to terminate limit in any way) any employee from performing his or her employmentduties with respect to the Business, (ii) restricts or limits in any way the scope or type of work in which he or she may be engaged other than such as results from Law from for the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) benefit of the Company Disclosure LetterBusiness or (iii) requires him or her to transfer, there are no change assign or disclose information concerning his or her work on behalf of control payments, golden parachutes, severance payments, retention payments, Contracts Sellers or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except their Affiliates, as disclosed in Section 3.1(33)(h) of the Company Disclosure Letterapplicable, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing to any third party. *** Material has been omitted pursuant to any workplace safety a request for confidential treatment and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge filed separately. Table of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.Contents
Appears in 1 contract
Employees. (a) Section 3.1(33)(a4.1(y) of the Company Disclosure Letter Schedule sets out out:
(without names or employee numbersi) a true and complete list of all Senior Management Company Employees; and
(ii) their position/title. The Company Employee and Contractor Disclosure Document also sets out with respect to the Company Employees as of the date hereof, whether actively at work or notin a non-individually identifiable format:
(iii) their status (i.e., full time, part time, temporary, casual, seasonal, co-op student);
(iv) their total annual remuneration, including a breakdown of (A) salary and (B) bonus or other incentive compensation, if any;
(v) other terms and conditions of their respective locationemployment (other than Employee Benefit Plans), hire date and cumulative including accrued vacation, car allowance or lease; and
(vi) their total length of serviceemployment including any prior employment that would affect the calculation of years of service for any purpose. The Company has no written employment contracts with any Company Employee other than those of which copies are included in the Company Employee and Contractor Disclosure Document. The Company Employee and Contractor Disclosure Document sets out, positionas of the date hereof, compensation a list of all independent contractors and consultants who provide services to the Company in connection with the key business functions of the Company, including:
(including but not limited to salary, bonus and commissions), vii) name;
(viii) title;
(ix) current compensation;
(x) eligibility to participate in short-term any Employee Benefit Plans;
(xi) length of relationship with the Company. Except as set out in the Company Employee and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-activeContractor Disclosure Document, the reason for leave)) and whether they Company is not a party to or bound by any contract or commitment to pay any management or consulting fee. Sellers are subject unaware of any plans by any executive, key employee or group of employees, not including the Sellers, to a written terminate employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result of the transactions contemplated by this Agreement at or otherwise.
(d) following Closing. The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations is not a party to or orders under bound by any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSAcollective bargaining agreement. The Company has complied in all material respects with not experienced any orders issued under OHSA and there strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes by any existing employee within the twelve (12) month period preceding Closing. The Sellers are no appeals unaware of any orders under OHSA currently outstanding.
unfair labor practice committed by the Company within the twelve (j12) month period preceding Closing. The Sellers are unaware of any instance in which the Company and its Subsidiaries are is not in compliance with all terms applicable workers compensation law and conditions employee regulations of the State of New York. The Sellers are unaware of any work permits and Labour Market Impact Assessments received in organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact AssessmentCompany.
Appears in 1 contract
Employees. (ai) The Seller does not have any written employment contracts relating to the Business with any Person whomsoever, except as disclosed in Section 3.1(33)(a3.1(r)(i) of the Company Disclosure Letter.
(ii) Section 3.1(r)(ii) of the Disclosure Letter sets out (without redacted to comply with Privacy Laws, as needed):
(A) the names or employee numbers) a true and complete list of all Senior Management Employees;
(B) their position or title;
(C) their status (such as full time, whether actively at work or notpart time, temporary, casual, seasonal, co‑op student);
(D) their total annual remuneration, including their respective locationa breakdown of salary and bonus, hire date and cumulative length of serviceprofit sharing plan, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plansplan or other incentive compensation, if any);
(E) whether the Employee is a member of a collective bargaining union or agency;
(F) their total length of employment including any prior employment that would affect calculation of years of service for any purpose, benefitsincluding statutory entitlements, vacation contractual entitlements (express or implied) benefit entitlement in daysand/or pension entitlement;
(G) whether any Employees are on any approved or statutory leave of absence and, current status (full time or part-time, active or non-active (and if non-activeso, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature such absence and the value expected date of such obligationsreturn; and
(H) their current location.
(biii) The Seller (i) has not paid nor will it be required to pay any retention, bonus, fee, termination, change-in-control, distribution, remuneration or other compensation to any Person (other than salaries, wages or bonuses paid or payable in the Ordinary Course of Business in accordance with current compensation levels and practices as set out in Section 3.1(33)(b3.1(r)(ii) of the Company Disclosure Letter contains a correct and complete list Letter), (ii) has not forgiven nor will it be required to forgive any indebtedness of each independent contractor engaged by the Company any Person, or (iii) has not increased nor will it be required to increase any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company otherwise payable as a result of the transactions transaction contemplated by this Agreement or otherwiseAgreement.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(fiv) Except as disclosed in Section 3.1(33)(f3.1(r)(ii) of the Company Disclosure Letter, no Company Employee has the Seller is not a party to any agreement as application, complaint or other Legal Proceeding under any applicable Law relating to length Employees or former employees nor is the Seller aware of notice nor is there any factual or severance payment required to terminate his or her employment, other than legal basis on which any such as results from Law from the employment of an employee without an agreement as to notice or severanceLegal Proceeding might be commenced.
(gv) Except as disclosed in Section 3.1(33)(gAll current assessments under the Act Respecting Industrial Accidents and Occupational Diseases (Québec) of that relate to the Company Disclosure LetterSeller have been paid or accrued, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon and the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant Seller has not been subject to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect specialty or penalty assessment under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSAnot been paid. The Company Seller has complied in all material respects with any orders Orders issued under OHSA occupational health and there are no appeals of any orders under OHSA currently outstandingsafety laws.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Samples: Asset Purchase Agreement (Rayonier Advanced Materials Inc.)
Employees. (a) Section 3.1(33)(a) of The Company has made available to Parent in the Company Disclosure Letter sets out (without names or employee numbers) Data Room a true true, correct and complete list schedule of all Senior Management Company Employees, whether actively at work including any Company Employee who is on a leave of absence of any type, paid or notunpaid, including their respective locationauthorized or unauthorized, hire date and cumulative length of service, that sets forth for each such individual the following: (i) name; (ii) job title or position, compensation ; (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or partiii) full-time, active part-time or non-active other related employment category; (iv) hire date; (v) current annual or hourly base compensation; (vi) any applicable commission, bonus or other incentive compensation plan or opportunity; (vii) work location(s), both permanent and if non-activetemporary; and (viii) a description of fringe benefits currently provided as of the date hereof. Except as set forth on Schedule 3.15(a)(i), the reason for leave)) and whether they are subject Company is not a party to a written any Contractual Obligation with any Company Employee other than employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligationsat-will relationships.
(b) Section 3.1(33)(b) All compensation, including wages, commissions, bonuses, fees and other compensation, payable to Company Employees or to any individuals engaged as independent contractors or consultants for work or services performed has been paid in full or listed as accrued on the Closing Balance Sheet and there are no outstanding agreements, understandings or commitments of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by the Company or with respect to any subsidiary with an aggregate annual compensation in excess of $100,000compensation, including their consulting commissions, bonuses, fees, any or other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in compensation, other than as shall be listed as accrued on the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationClosing Balance Sheet.
(c) All written Contracts in relation Except as disclosed on Schedule 3.15(c)(i), there are no labor actions or disputes (including any work slowdowns, lockouts, stoppages, picketing or strikes) pending, or to Senior Management Employees the Company’s Knowledge, threatened related to any Company Employee. Except as disclosed on Schedule 3.15(c)(ii), (i) no Company Employee is represented by a labor union, association or representative body with respect to their employment with the Company, (ii) the Company is not a party to, or otherwise subject to, any collective bargaining agreement or Contractual Obligation with a works council, labor union, employee association or representative body, (iii) during the past five (5) years there have been disclosed in the Data Room. No such employee has indicated no strikes, slowdowns, work stoppages, labor disputes, lockouts, or to the Company’s Knowledge, threats thereof, by or with respect to any Company Employee, (iv) to the Company’s Knowledge, no petition has been filed or its Subsidiaries that he proceedings instituted by any Company Employee or she intends group of Company Employees with any labor relations board seeking recognition of a bargaining representative and (v) to resignthe Company’s Knowledge, retire there is no organizational effort currently being made or terminate his threatened by, or her engagement on behalf of, any labor union, association or representative body to organize any Company Employees and no demand for recognition of with the respect to any Company as a result of the transactions contemplated by this Agreement Employees has been made by, or otherwiseon behalf of, any labor union, association or representative body.
(d) Except as disclosed on Schedule 3.15(d), the Company is and has during the past five (5) years been in compliance in all material respects with all applicable Laws pertaining to employment and employment practices to the extent they relate to Company Employees and independent contractors engaged by the Company. All individuals characterized and treated by the Company as independent contractors are, to the Company’s Knowledge, properly treated as independent contractors under all applicable Laws. All employees of the Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are properly so classified in all material respects. The Company and its Subsidiaries are is in material compliance with and has complied with all terms and conditions of employment and all Law respecting employmentimmigration Laws, including pay equityForm I-9 requirements and any applicable mandatory E-Verify obligations. There are no legal actions, judgments, decrees, or orders against the Company pending, or to the Company’s Knowledge, threatened to be initiated, brought or filed, by or with any court or Governmental Body in connection with the application for employment or employment of any current or former applicant, employee, or independent contractor of the Company, including, without limitation, any charge or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours hours, overtime compensation, employee classification, child labor, hiring, promotion and termination of workemployees, overtimeworking conditions, vacationmeal and break periods, human rights and occupational privacy, health and safety, andworkers’ compensation, leaves of absence, paid sick leave or other than as disclosed in Section 3.1(33)(d) of paid leave available under applicable Laws, unemployment insurance or any other employment-related matter arising under applicable Laws, nor to the Company Disclosure Letter there are no outstanding claims, complaints, investigations Company’s Knowledge is any investigation by a Governmental Body pending or orders under threated to be initiated with respect to any such Law and there is no basis for such claimemployment-related matters.
(e) All amounts due To the Company’s Knowledge, no employee, officer or accrued due for all salarydirector of the Company is obligated under any applicable Law or under any Contractual Obligation of any nature, wagesor is subject to any judgment, bonusesdecree or Governmental Order, commissionsthat would materially interfere with the use of such employee’s, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid officer’s or are accurately reflected in director’s best efforts to promote the books and records interests of the Company or that would materially conflict with the Business. To the Company’s Knowledge, the conduct of the applicable SubsidiaryBusiness has not and will not, and the consummation of the Contemplated Transactions will not, conflict with or 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 is obligated.
(f) Except as disclosed set forth on Schedule 3.15(f), in Section 3.1(33)(fthe last five (5) of years, the Company Disclosure Letterhas not implemented or announced a “plant closing,” “mass layoff,” or other similar action as defined in the Worker Adjustment and Retraining Notification Act, no Company Employee has 29 U.S.C. §§ 2101 et seq., (“WARN”) and any agreement as to length of notice similar applicable state law or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severancelocal law.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with all Laws regarding the 2019 novel coronavirus (COVID-19), including all applicable federal, state and local Governmental Orders (whether in the United States or any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(jother jurisdiction) The Company and its Subsidiaries are regarding shelters-in-place or similar Governmental Orders in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect effect as of the engagement date hereof. As of foreign workers. No audit by any Governmental Authority is being conductedthe date hereof, or to the knowledge all service providers of the Company pending, in respect of any foreign workers and no such prior audit has resulted in that are required to work remotely are reasonably able to provide their services to the revocation of any work permit or Labour Market Impact AssessmentCompany remotely.
Appears in 1 contract
Employees. (a) The Company does not have any employees and does not have any liability with respect to a “multiemployer plan” (as such term is defined in Section 3.1(33)(a3(37) of ERISA). Seller has listed on Schedule 3.13(a), and made available to Buyer copies of, each Benefit Plan (including each employment, retention, severance, change in control or similar agreement or plan) and has identified on Schedule 3.13(a) each such Benefit Plan with respect to which the Company or Buyer could have any liability after the Closing Date. Each Benefit Plan with respect to which the Company or Buyer could have any liability after the Closing Date is in substantial compliance with all applicable laws and has been administered and operated in all material respects in accordance with its terms. All contributions or other amounts the Company was required to make under the terms of the Benefit Plans have been paid in a timely manner in accordance with applicable law. None of the Company, Buyer or any Affiliate of Buyer will have any liability under Title IV of ERISA with respect to any Benefit Plan after the Closing Date. The transactions contemplated by this Agreement will not increase any compensation or benefits of any Employees under any Benefit Plan or increase or otherwise result in any liability of the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation Buyer with respect to any Benefit Plan (including but not limited to salaryunder any employment, bonus and commissionsretention, severance, change in control or similar agreement or plan), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave)) and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(bSchedule 3.13(b) sets forth the names and positions of all Employees as of the Company Disclosure Letter contains a correct Effective Date and complete list of each independent contractor engaged by the Company identifies whether such Employees are actively employed or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled on leave and whether they any such Employees are subject to any employment agreements. Seller has provided to Buyer a written Contractspreadsheet dated May 25, 2007 that sets forth the salary, bonuses, base hours, service date and vacation benefits levels for all such Employees as of the Effective Date. Current and complete To the Knowledge of Seller, none of the Employees are subject to any non-competition or similar covenants or other arrangements or restrictions that would prohibit the Employee from working for the Company, Buyer or any of their Affiliates after the Closing Date. Nothing in this Section 3.13 or this Agreement shall require Seller, its Affiliates or the Company to provide Buyer or its Affiliates copies of all such independent contractor Contracts that provide for base fees or access to information contained in excess any of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classificationSeller’s or its Affiliates’ employee records or personnel files.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resignTo Seller’s Knowledge, retire or terminate his or her engagement with the Company as a result none of the transactions contemplated by this Agreement or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employmentSeller, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
Retained Affiliate: (i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit is a party to or bound by any Governmental Authority is being conductedcollective bargaining agreements or other similar labor contracts affecting the Employees, (ii) has any active union organizing activity with respect to the Business, or (iii) has any actually pending labor strike, walk-out, dispute, work-stoppage, lockout, arbitration or grievance proceeding relating to the Employees or to the knowledge of the Company pendingBusiness, in respect of any foreign workers and no such prior audit has resulted each case, which would reasonably be expected to, individually or in the revocation of any work permit or Labour Market Impact Assessmentaggregate, have a Material Adverse Effect.
Appears in 1 contract
Employees. (a) Section 3.1(33)(a) Set forth on SCHEDULE 4.23 is a complete and correct list as of the Company Disclosure Letter sets out date hereof of the name, title, department, date of hire, union status, current annual salary rate or hourly rate, commission and Taxable fringe benefits, written or unwritten, employment status (without names i.e., active, disabled or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissionson leave), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (whether full time or part-timepart time for each Station Employee (including any such employee who is an inactive employee on paid or unpaid leave of absence). Such list also includes for each Station Employee the amounts paid or payable as base salary and describes any other compensation arrangements for the years 2003 and 2004, active including bonuses, accrued vacation and sick pay, vehicle usage, severance or non-active (and if non-activeother perquisites. Except as set forth on SCHEDULE 4.23 hereto, the reason for leave)) and whether they there are subject to a written no collective bargaining agreements, employment Contract as well as a list of all former Senior Management Employees to whom the agreements between Seller, Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature Subsidiary and the value Station Employees or professional service contracts not terminable at will relating to the Station or the business and operations thereof or written or oral contracts for the future employment of an employee of the Station. Except as set forth on SCHEDULE 4.23 hereto, no cash payments are due to Station Employees with respect to accrued vacation or sick pay. At the Closing, Seller shall provide to Buyer an updated SCHEDULE 4.23 as of the Closing Date, and the representations and warranties made by Seller and Company as of the Closing Date contained in this Section 4.23 shall be true and correct with respect to such obligationsupdated schedule, provided that any deviation between the SCHEDULE 4.23 provided to Buyer on the date hereof and such schedule as updated as of the Closing Date (except to the extent such deviation results from a breach by Seller, Company or any Subsidiary of Section 7.4) shall not constitute a breach of the representations and warranties contained in this Section 4.23.
(b) Except as provided in Section 3.1(33)(b) 11.2 hereof and except for the assumption of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged by Assumed Liabilities, the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor of the Company has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company as a result consummation of the transactions contemplated by this Agreement hereby will not cause Buyer to incur or otherwise.
(d) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) of the Company Disclosure Letter there are no outstanding claims, complaints, investigations or orders under suffer any such Law and there is no basis for such claim.
(e) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary.
(f) Except as disclosed in Section 3.1(33)(f) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or liability relating to, the Arrangementor obligation to pay, including a change of control of the Company or of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letterseverance, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, termination or other amounts due or owing pursuant payments to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company Person or any Subsidiary is currently being performed pursuant liability or obligation to pay with respect to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experienceSeller Benefit Plan.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”). There are no charges pending under OHSA. The Company has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact Assessment.
Appears in 1 contract
Samples: Stock Purchase Agreement (Granite Broadcasting Corp)
Employees. (a) Section 3.1(33)(a) of On or prior to the Company Disclosure Letter sets out (without names or employee numbers) a true and complete list of all Senior Management Employees, whether actively at work or not, including their respective location, hire date and cumulative length of service, position, compensation (including but not limited to salary, bonus and commissions), eligibility to participate in short-term and long-term incentive plans (and grants received under these plans, if any), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-activehereof, the reason for leave)) Sellers have delivered to the Buyer a complete and whether they are subject to a written employment Contract as well as a list of all former Senior Management Employees to whom the Company or any of its Subsidiaries has or may have any outstanding obligations, indicating the nature and the value of such obligations.
(b) Section 3.1(33)(b) of the Company Disclosure Letter contains a correct and complete list of each independent contractor engaged individual who, as of January 31, 2020, was employed by the Company or any subsidiary with an aggregate annual compensation in excess of $100,000, including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $100,000 per annum have been disclosed in the Data Room. Each independent contractor either of the Company has been properly Sellers, including, each active employee and each employee classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing such classification.
(c) All written Contracts in relation to Senior Management Employees have been disclosed in the Data Room. No such employee has indicated to the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company inactive as a result of disability, leave of absence or other absence. Each of the transactions contemplated by this Agreement Sellers has properly classified, for Tax purposes and for purposes of participation in any Employee Plans, individuals who have, at any time during the three (3) year period ending on the date hereof, provided services to either of the Sellers, including, but not limited to, all current and former employees, officers, managers, Members, individual consultants, temporary employees, leased employees or otherwise.
(d) The Company agents and its Subsidiaries are in material compliance have complied with all terms applicable Laws relating to the classification of employees and conditions independent contractors and payment of employment and all Law respecting employmentwages. Except as set forth in Schedule 5.16, including pay equity, wages, hours of work, overtime, vacation, human rights and occupational health and safety, and, other than as disclosed in Section 3.1(33)(d) nether of the Company Disclosure Letter there are no outstanding claimsSellers is a party to or is obligated in connection with any written or material oral agreements, complaintsContracts, investigations commitments or orders under understandings with any such Law and there is no basis for such claim.
(e) All amounts due current or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or former employees of the applicable Subsidiary.
Seller (f) Except as disclosed in Section 3.1(33)(f) all such agreements, contracts, commitments and understandings being hereinafter individually an “Employment Agreement” and collectively, the “Employment Agreements”). Prior to the date hereof, the Sellers have delivered to Buyer true, complete and correct copies of all written Employment Agreements and a summary of the Company Disclosure Letter, no Company Employee has any agreement as to length material terms of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.
(g) Except as disclosed in Section 3.1(33)(g) all oral Employment Agreements. Neither of the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon Sellers is in default under the consummation of, or relating to, the Arrangement, including a change of control of the Company or terms of any of its Subsidiaries.
(h) Except as disclosed in Section 3.1(33)(h) of the Company Disclosure Letter, there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years Employment Agreements and, to the knowledge of the CompanySellers, there is no audit of the Company or basis for any Subsidiary claim that any employee that is currently being performed pursuant a party to any applicable workplace safety and insurance legislationEmployment Agreement is in default with respect to his or her obligations under such Employment Agreement. As of Except as set forth in Schedule 5.16, each individual identified in Schedule 5.16 is an “at will” employee whose employment may be terminated by the date of this Agreement, there are no claims Seller at any time without notice or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.
(i) The Company has disclosed in the Data Room all orders and material inspection reports under applicable occupational health and safety legislation (“OHSA”)cause. There are no charges pending under OHSA. The Company or, to the knowledge of the Sellers, threatened, audits, investigations, information requests, or Claims of or made by any Governmental Authority relating to the compliance by each of the Sellers with Laws relating to the employment of its employees and, to the knowledge of the Sellers, each of the Sellers has complied in all material respects with all Laws applicable to the employment of its employees. During the three (3) year period ending on the date hereof, there have not been any orders issued under OHSA and there are no appeals Claims made by any employees of any orders under OHSA currently outstanding.
(j) The Company and its Subsidiaries are in compliance with all terms and conditions of any work permits and Labour Market Impact Assessments received in respect either of the engagement of foreign workers. No audit by any Governmental Authority is being conducted, or to the knowledge of the Company pending, in respect of any foreign workers and no such prior audit has resulted in the revocation of any work permit or Labour Market Impact AssessmentSellers alleging that they have been sexually harassed.
Appears in 1 contract
Samples: Asset Purchase Agreement (Gibraltar Industries, Inc.)
