Employment and Labor. Cortelco is not delinquent in the payment of any wages, salaries, commissions, bonuses, reimbursements, or other compensation payable to any of its present or former employees. Except as disclosed in Section 3.24 of the Cortelco Disclosure Schedule, the employment of each employee of Cortelco is terminable at will without any cost or Liability to Cortelco, except for the payment of accrued wages, salaries, commissions, bonuses, reimbursements, and other compensation and the provision of benefits under the Employee Benefit Plans. Cortelco has no knowledge that any of its directors, officers, or other management-level employees intends to terminate his or her employment with Cortelco, except as contemplated by this Agreement. Cortelco is in compliance with all applicable laws, rules, and regulations of all Governments relating to employment and employment practices, terms and conditions of employment, wages and hours, occupational health and safety, and the employment of non-residents, except for such instances of non-compliance that in the aggregate have not had and could reasonably be expected not to have a Material Adverse Effect. There is no outstanding and unresolved written claim or grievance, unfair labor practice charge or complaint, charge of discrimination, or health and safety citation or complaint involving any present or former employee or other personnel retained by Cortelco. There is no pending or, to the knowledge of Cortelco, threatened claim, charge, demand, inquiry, investigation, action, suit, arbitration, or other legal proceeding concerning Cortelco’s employment practices. Cortelco is not a party to any collective bargaining agreement or other Contract with any labor union and has no knowledge of any labor organizational efforts with respect to its employees. Cortelco has not experienced any strike, organized work stoppage or interruption, or organized work slowdown by its employees during the last three (3) years.
Employment and Labor. (a) The Group Companies are and have been at all times in compliance, in all material respects, with all applicable Laws and Contracts relating to employees and employment or engagement of labor, including, without limitation, all applicable Laws and Contracts relating to wages, vacation pay, hours, overtime, collective bargaining, employment discrimination, accessibility, privacy, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and independent contractors, immigration, and the collection and payment of income tax withholding payroll taxes, Canada Pension Plan remittances, and/or social security Taxes or other similar Taxes. All amounts due and owing to any employee as of the date of this Agreement, including for wages, vacation pay, hours, overtime and severance, have been paid in full, or if accrued are reflected in the books of account, ledgers, order books, records and other financial documents of the Group Companies except as would not result in material liability to the Group Companies.
(b) None of the Group Companies is a party to or otherwise bound by any collective bargaining agreement or other Contract with a labor union, works council or similar employee organization applicable to any employees and, to the knowledge of the Company, there are no activities or proceedings of or on behalf of any labor union, works council or similar organization to organize any such employees. Additionally, (i) there is no unfair labor practice charge or complaint pending before any applicable Governmental Authority relating to the Group Companies or any of their respective employees; (ii) there is no labor strike, material slowdown, material dispute, or material work stoppage or lockout pending or, to the knowledge of the Company, threatened against or affecting any of the Group Companies, and none of the Group Companies has experienced any strike, material slowdown or material work stoppage, lockout or other collective labor action by or with respect to any of their respective employees; (iii) there is no representation claim or petition pending before any applicable Governmental Authority; and (iv) there are no Actions with respect to or relating to any of the Group Companies pending or, to the knowledge of the Company, threatened before any applicable Governmental Authority responsible for the prevention of unlawful employment practices.
(c) To the knowledge of the Company, no allegations of sexual harassment, sex...
Employment and Labor. (a) Except as would not have a Company Material Adverse Effect, (i) the Company and its Subsidiaries are and, since June 1, 2012, have been in compliance with all Collective Bargaining Agreements and all Applicable Laws related to the employment of labor, including those related to wages, hours, classification, immigration, health, safety and collective bargaining, and (ii) are not and, since June 1, 2012, have not been engaged in any unfair labor practice.
(b) Except as would not have a Company Material Adverse Effect as of the date of this Agreement, (i) none of the Company or any of its Subsidiaries is subject to any pending, or to the Knowledge of the Company, threatened, strikes, slowdowns, work stoppages, unfair labor practice charges or collective labor disputes, and (ii) no such strikes, slowdowns, work stoppages, unfair labor practice charges or collective labor disputes have occurred since June 1, 2012 through the date of this Agreement.
Employment and Labor. The Company and its Subsidiaries have no written agreements with their employees except as described in the Registration Statement. Except as described in the most recent Preliminary Prospectus, neither the Company nor any Subsidiary has knowledge of any violation of, or has received written notice from a court of competent jurisdiction or government agency of any violation with respect to, any federal, state, local or foreign law, regulation or ordinance relating to discrimination in the hiring, promotion or pay of employees, nor any applicable wage and hour laws, the violation of any of which could reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is involved in any material labor dispute, and to the knowledge of the Company, no such dispute is threatened or contemplated.
Employment and Labor. (a) To Activision’s Knowledge, no officer or employee of, or consultant to, Activision or any of its Subsidiaries whose annual salary exceeds $200,000 is, or has been, in material violation of any term of any Contract relating to employment, consulting, proprietary information, nondisclosure, noncompetition, nonsolicitation or any other Contract including, without limitation, those matters relating to (i) the relationship of any such officer, employee or consultant with Activision or any of its Subsidiaries or with any other party or (ii) unfair competition, trade secrets or proprietary information, and to Activision’s Knowledge, the continued employment or engagement of Activision’s or its Subsidiary’s officers, employees and consultants does not subject Activision or any of its Subsidiaries to any material liability with respect to any of the foregoing matters. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any breach or other violation of any collective bargaining agreement, employment agreement, consulting agreement or any other labor-related agreement to which Activision or any of its Subsidiaries is a party or is bound or pertains to any of the employees of Activision or any of its Subsidiaries, except for such breaches or violations which would not reasonably be expected to have, individually or in the aggregate, an Activision Material Adverse Effect. Any notice of the transactions contemplated hereby that is required by any Law or collective bargaining agreement has been given, and any and all bargaining obligations have been, or prior to the Closing will be, satisfied.
(b) No executive, officer or key employee of Activision or any of its Subsidiaries, and no group of employees of Activision or any of its Subsidiaries, has, within the last 18 months, terminated, or to the Knowledge of Activision, has any plans to terminate, employment with Activision or any of its Subsidiaries, whether on account of the transactions contemplated by this Agreement or for any other reason.
(c) Activision and its Subsidiaries are neither party to, nor bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related agreements or arrangements with any labor union, labor organization, employee organization, trade union or works council; there are no labor agreements, collective bargaining agreements, work rules or practices, or any other labor r...
Employment and Labor. (a) The Company and its Subsidiaries are, and since December 31, 2016 have been, in compliance in all material respects with all applicable Legal Requirements relating to the hiring of employees and employment of labor, including all applicable Legal Requirements relating to wages, hours, overtime, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and independent contractors, and the collection and payment of withholding and/or social security Taxes. Each of the Company and its Subsidiaries has met in all material respects all Legal Requirements relating to the employment of foreign citizens, and none of the Company or its Subsidiaries currently employs, or, since December 31, 2016, has employed, any Person who was not authorized to work in the jurisdiction in which such Person was employed. The Company and its Subsidiaries have complied since December 31, 2016 in all material respects with all applicable Legal Requirements that require overtime to be paid to any current or former employee of the Company or its Subsidiaries, and no Person, since December 31, 2016, has brought a claim, and no claim brought is a prior period is still outstanding, for unpaid compensation or employee benefits, including overtime amounts and, to the Knowledge of the Company, no current or former employee of the Company or its Subsidiaries has threatened to bring any such claim.
(b) None of the Company or its Subsidiaries is delinquent in payment to any of its current or former employees, officers, directors or other individual service providers for any wages, fees, salaries, commissions, bonuses, or other direct compensation for service performed by them or amounts required to be reimbursed to such employees, officers, directors or other individual service providers or in payments owed upon any termination of such person’s employment or service in any material respect.
(c) None of the Company or its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement or other agreement with a labor union, works council or similar organization applicable to employees of the Company or its Subsidiaries (in their capacity as such) and, to the Knowledge of the Company, there are no activities or proceedings of any labor union, works council or similar organization to organize any such employees as of the date hereof. Additionally, (i) there is no unfair labor practice cha...
Employment and Labor. (a) Schedule 5.13(a) hereto (to be delivered in accordance with Section 9.1(b)) sets forth a true and complete list of all Employees as of the date set forth therein. With respect to each Employee, such schedule accurately sets forth the following information: (i) the position; (ii) date of hire; (iii) current annual salary or hourly wage; (iv) average number of hours worked per week; (v) date of last salary increase; (vi) accrued vacation, holidays and/or sick leave as a result of the individual’s employment with Seller; and (vii) to the Knowledge of Seller, the union, if any, of which the individual is a member.
(b) Seller has made available to Purchaser complete and accurate copies of each employment, consulting and similar agreement pertaining to the Business to which Seller is a party, all of which are listed on Schedule 5.13(b). Except as disclosed on Schedule 5.13(b), Seller is not a party to or bound by any written agreement, employment manual, employment handbook, employment practice or policy constituting a contractual obligation, or any consent decree, court order or statutory obligation pertaining to the Business (i) for the employment of any individual, or the provision of services by any individual, who is not terminable by Seller without penalty upon thirty
Employment and Labor. (a) The Rumble Companies are and have been at all times in compliance, in all material respects, with all applicable Laws relating to employees and employment or engagement of labor, including all applicable Laws relating to wages, vacation pay, hours, overtime, collective bargaining, employment discrimination, accessibility, privacy, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and independent contractors, immigration, and the collection and payment of income tax withholding payroll taxes, Canada Pension Plan remittances, and/or social security Taxes or other similar Taxes. All amounts due and owing to any employee as of the date of this Agreement, including for wages, vacation pay, hours, overtime, have been paid in full, or if accrued are reflected in the books of account, ledgers, order books, records and other financial documents of the Rumble Companies.
(b) None of the Rumble Companies is a party to or otherwise bound by any collective bargaining agreement or other agreement with a labor union, works council or similar employee organization applicable to any employees and, to the knowledge of the Company, there are no activities or proceedings of any labor union, works council or similar organization to organize any such employees. Additionally, (i) there is no unfair labor practice charge or complaint pending before any applicable Governmental Authority relating to the Rumble Companies or any of their respective employees; (ii) there is no labor strike, material slowdown, material dispute, or material work stoppage or lockout pending or, to the knowledge of the Company, threatened against or affecting any of the Rumble Companies, and none of the Rumble Companies has experienced any strike, material slowdown or material work stoppage, lockout or other collective labor action by or with respect to any of their respective employees; (iii) there is no representation claim or petition pending before any applicable Governmental Authority; and (iv) there are no charges with respect to or relating to any of the Rumble Companies pending before any applicable Governmental Authority responsible for the prevention of unlawful employment practices.
(c) To the knowledge of the Company, no allegations of sexual harassment or sexual misconduct have been made against any executive officer of the Company. There are no material claims, disputes, grievances, or controversies pending or, to the knowledge of the Company,...
Employment and Labor. (a) Section 3.20(a) of the Company Disclosure Schedules sets forth a true, complete and accurate list, for each independent contractor of the Company (to the extent performing services for the Company similar to an employee) as of the date of this Agreement, of such independent contractor’s (i) identification number, (ii) title or position, (iii) services provided, (iv) location of service, (v) original start date, (vi) cumulative length of service, (vii) fees, (viii) incentive compensation over the past year (including commissions, bonuses and equity incentives), (ix) visa or other work permit sponsored by the Company (including type of visa and expiration date, as applicable), and (x) Contract applicable to such services. Each independent contractor of the Company has been properly classified as an independent contractor and the Company has not received any notice from any Governmental Authority disputing such classification. Each individual who is classified by the Company as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Company Benefit Plan. As of the date of this Agreement, the Company has no employees.
(b) The Company is and has been, since December 31, 2021, in compliance with all applicable Laws in all material respects relating to service providers or engagement of labor, including all applicable Laws relating to wages, vacation pay, sick pay, hours, overtime, Company Benefit Plan contributions or payments, collective bargaining, civil rights, safety and health, workers’ compensation, immigration, Canada Pension Plan remittances, or social security Taxes or other similar Taxes.
(c) The Company is not and has never been a party to or otherwise bound by any collective bargaining agreement or other agreement with a labor union, works council, trade union, industrial organization or other similar employee organization applicable to any employees and, to the Knowledge of the Company, there are no activities or proceedings of any labor union, works council, trade union, industrial organization or other similar employee organization to organize any such employees. Additionally, except as had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending before any applicable Governmental Authority relating to the Company or any of its respective employees, (ii) there i...
Employment and Labor. Target and each of its Subsidiaries are in material compliance with all applicable foreign, federal, state and local laws, rules and regulations respecting employment of Employees, including but not limited to state wage and hour regulations and withholding and reporting of wages. Target and each of its Subsidiaries is not presently and has never been a party to or bound by any collective bargaining agreement or union contract, and Target has no knowledge of any attempts to organize any of its or its Subsidiaries’ Employees.
