Employment and Labor Matters. (a) Section 3.18(b) of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority. (b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice).
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Google Inc.), Agreement and Plan of Merger (Google Inc.)
Employment and Labor Matters. (a) Section 3.18(b) Neither Ensco nor any of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed its Subsidiaries is a party to or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated bound by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority Collective Bargaining Agreement with respect to employment policies employees of Ensco or practices brought any of its Subsidiaries (each, an “Ensco Employee”), other than those nationwide, industry wide or similar Collective Bargaining Agreements that Ensco or any of its Subsidiaries may be deemed to be a party to or bound by or before any Court or Governmental Authorityas a result of doing business in a particular jurisdiction.
(b) No notice to or approval from any trade union, works council, staff association or other body representing Ensco Employees is required in connection with Ensco entering into this Agreement or completing the Transaction. Ensco has delivered to Rowan a complete and accurate list of all labor organizations recognized by Ensco in any way for bargaining, information or consultation purposes and/or which represent any Ensco Employee with respect to their employment with Ensco or any of its Subsidiaries.
(c) There are no outstanding applications for recognition or information and consultation rights with respect to Ensco Employees. To the CompanyEnsco’s Knowledgeknowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union or trade union, staff association or other body to organize any such Company Ensco Employee. There have No Collective Bargaining Agreement is being negotiated by Ensco or, to Ensco’s knowledge, any of its Subsidiaries with respect to any Ensco Employees.
(d) Since January 1, 2016, there has been no actual, or to Ensco’s knowledge, threatened unfair labor practice charges, grievances, arbitrations, strikes, slowdownslockouts, work stoppages, disputesslowdowns, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation picketing or other Order bylabor disputes against Ensco or any of its Subsidiaries involving Ensco Employees that would reasonably be expected to have, any Governmental Authority relating to Company Employees individually or employment policies or practices. The Company is in material the aggregate, an Ensco Material Adverse Effect.
(e) Ensco is, and has been, in compliance with all applicable Laws, contracts, Laws regarding employment and policies relating to employment, employment practices, wages, hours, and terms and conditions of employmentemployment and wages and hours (including classification of employees) and other Laws in respect of any reduction in force, including the obligations of the Worker Adjustment notice, information and Retraining Notification Act of 1988consultation requirements, as amended (“WARN”)except where such non-compliance, default or violation would not have and all other notification and bargaining obligations arising under any collective bargaining agreementwould not reasonably be expected to have, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole individually or in part any site of employmentthe aggregate, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. an Ensco Material Adverse Effect.
(f) Except as would not reasonably be expected to have a Company have, individually or in the aggregate, an Ensco Material Adverse Effect, there are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by Ensco pursuant to any workplace safety and insurance/workers’ compensation Laws, and Ensco has not been reassessed in any material respect under such Laws during the past three years, and Ensco has not received any claims under such Laws.
(g) No Key Employee or other officer has provided written notice to the extent required by Law any officer of Ensco that he or by Contract, with respect she intends to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay resign or any taxes or any penalty for failure to comply with any retire as a result of the foregoing, and (iii) is not liable for any payment to any trust transactions contemplated by this Agreement or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)otherwise.
Appears in 3 contracts
Samples: Transaction Agreement, Transaction Agreement (Ensco PLC), Transaction Agreement (Rowan Companies PLC)
Employment and Labor Matters. (a) Section 3.18(b) Neither Rowan nor any of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed its Subsidiaries is a party to or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated bound by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority Collective Bargaining Agreement with respect to employment policies employees of Rowan or practices brought any of its Subsidiaries (each, a “Rowan Employee”), other than those nationwide, industry wide or similar Collective Bargaining Agreements that Rowan or any of its Subsidiaries may be deemed to be a party to or bound by or before any Court or Governmental Authorityas a result of doing business in a particular jurisdiction.
(b) No notice to or approval from any trade union, works council, staff association or other body representing Rowan Employees is required in connection with Rowan entering into this Agreement or completing the Transaction. Rowan has delivered to Ensco a complete and accurate list of all labor organizations recognized by Rowan in any way for bargaining, information or consultation purposes and/or which represent any Rowan Employee with respect to their employment with Rowan or any of its Subsidiaries.
(c) There are no outstanding applications for recognition or information and consultation rights with respect to Rowan Employees. To the CompanyRowan’s Knowledgeknowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union or trade union, staff association or other body to organize any such Company Rowan Employee. There have No Collective Bargaining Agreement is being negotiated by Rowan or, to Rowan’s knowledge, any of its Subsidiaries with respect to any Rowan Employees.
(d) Since January 1, 2016, there has been no actual, or to Rowan’s knowledge, threatened unfair labor practice charges, grievances, arbitrations, strikes, slowdownslockouts, work stoppages, disputesslowdowns, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation picketing or other Order bylabor disputes against Rowan or any of its Subsidiaries involving Rowan Employees that would reasonably be expected to have, any Governmental Authority relating to Company Employees individually or employment policies or practices. The Company is in material the aggregate, a Rowan Material Adverse Effect.
(e) Rowan is, and has been, in compliance with all applicable Laws, contracts, Laws regarding employment and policies relating to employment, employment practices, wages, hours, and terms and conditions of employmentemployment and wages and hours (including classification of employees) and other Laws in respect of any reduction in force, including the obligations of the Worker Adjustment notice, information and Retraining Notification Act of 1988consultation requirements, as amended (“WARN”)except where such non-compliance, default or violation would not have and all other notification and bargaining obligations arising under any collective bargaining agreementwould not reasonably be expected to have, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole individually or in part any site of employmentthe aggregate, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. a Rowan Material Adverse Effect.
(f) Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Rowan Material Adverse Effect, there are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by Rowan pursuant to any workplace safety and insurance/workers’ compensation Laws, and Rowan has not been reassessed in any material respect under such Laws during the past three years and Rowan has not received any claims under such Laws.
(g) No Key Employee or other officer has provided written notice to the extent required by Law any officer of Rowan that he or by Contract, with respect she intends to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay resign or any taxes or any penalty for failure to comply with any retire as a result of the foregoing, and (iii) is not liable for any payment to any trust transactions contemplated by this Agreement or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)otherwise.
Appears in 3 contracts
Samples: Transaction Agreement, Transaction Agreement (Ensco PLC), Transaction Agreement (Rowan Companies PLC)
Employment and Labor Matters. (a) Section 3.18(b3.14(a) of the Company Seller Disclosure Schedule identifies (i) sets forth an accurate and complete list of all directors Employees and officers Acquired Company Employees as of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hirethis Agreement, along with the number and type position of shares such Persons.
(b) Except as set forth on Section 3.14(b) of the Seller Disclosure Schedule, neither the Seller nor the Acquired Company Stock, Company Options and Company Warrants (is a party to or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held bound by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leaveany collective bargaining agreement applicable to, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the CompanySeller’s Knowledge, none no petition has been filed or Proceedings instituted by, any Employee or Acquired Company Employee or group of the Company’s employment policies Employees or practices Acquired Company Employees with any labor relations board seeking recognition of a bargaining representative. The Acquired Company has a works council. There is no organizational effort currently being audited or investigated by any Governmental Authority or Court. To made or, to the CompanySeller’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought threatened by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Employees or Acquired Company EmployeeEmployees. There is no labor strike, picketing, slowdown, lockout, employee grievance process or other work stoppage or labor dispute pending or, to the Seller’s Knowledge, threatened between the Seller or the Acquired Company, on the one hand, and any of its Employees or Acquired Company Employees, on the other hand, except for such disputes with individual Employees or Acquired Company Employees arising in the ordinary course of the Business. The Seller and the Acquired Company are in compliance with all applicable Laws pertaining to the employment of their Employees and Acquired Company Employees, including all such Laws relating to fair employment practices, equal employment opportunities, prohibited discrimination and other similar employment activities, except where the failure to so comply would not have a Material Adverse Effect.
(c) There is no Proceeding pending or, to the Seller’s Knowledge, threatened against or affecting the Seller or the Acquired Company relating to the alleged violation by the Seller or the Acquired Company (or their directors or officers) of any Law pertaining to labor relations or employment matters in connection with the Business. There has within the two (2) years prior to the date of this Agreement been no strikescomplaint, slowdownsclaim or charge of discrimination filed or, work stoppagesto the Seller’s Knowledge, disputesthreatened, against any member of the Seller Group with the Equal Employment Opportunity Commission or lockoutsany other Governmental Authority in connection with the Business.
(d) Since December 31, by 2008, the Seller has not implemented any plant closing or layoff of employees in connection with the Business that could implicate the WARN Act or similar legislation in other jurisdictions of the Business.
(e) Except as set forth on Section 3.14(e) of the Seller Disclosure Schedule, all the Employees of the Business are employees “at-will” and no Employee is employed pursuant to a written employment agreement.
(f) This Section 3.14 constitutes the sole and exclusive representations and warranties of the Seller with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority matters relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)labor matters.
Appears in 3 contracts
Samples: Share and Asset Purchase Agreement (Chemtura CORP), Share and Asset Purchase Agreement (Chemtura CORP), Share and Asset Purchase Agreement (Chemtura CORP)
Employment and Labor Matters. (a) Section 3.18(b) of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices Neither Parent nor any Parent Subsidiary is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the CompanyParent or any Parent Subsidiary, nor are there, no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiary and Parent and Parent Subsidiaries have no duty to the Company’s Knowledge, any activities or proceedings of bargain with any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or organization with respect to any Company Employeesuch persons. To There is no pending demand for recognition or any other request or demand from a labor organization for representative status with respect to any persons employed by Parent and Parent Subsidiaries. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary pending or, to the Knowledge of Parent, threatened which may interfere with the Companyrespective business activities of Parent or any Parent Subsidiary. As of the date of this Agreement, neither Parent nor any Parent Subsidiary, or, to the Knowledge of Parent, any of their respective representatives or employees, has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there are is no material employment-related grievances charge or complaint against Parent or any Parent Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or Threatened. The Company is not a party tothreatened.
(b) Parent and Parent Subsidiaries have complied, or otherwise bound byin all material respects with the National Labor Relations Act, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations Title VII of the Worker Adjustment and Retraining Notification Civil Rights Act of 19881964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Securities Act of 1933, as amended (“WARN”the "Securities Act"), and all other notification Laws pertaining to Parent and bargaining obligations arising Parent Subsidiaries relations with its employees. Parent and Parent Subsidiaries have no liability for any arrearages of wages. Except as disclosed in Schedule 5.12(b) of the Parent Disclosure Schedule, Parent and Parent Subsidiaries have no pending unfair labor practice charges, contract grievances under any collective bargaining agreement, by other administrative charges, claims, grievances or lawsuits before any court, governmental agency, regulatory body, or arbiter arising under any Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARNgoverning any Plan, affecting in whole or in part any site and, to the Knowledge of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s KnowledgeParent and Parent Subsidiaries , there are exist no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not facts that could reasonably be expected to give rise to such a claim.
(c) Parent and Parent Subsidiaries have made available to Company a Company Material Adverse Effectlist of the names, positions and rates of compensation of all officers, directors, employees and consultants of Parent and Parent Subsidiaries, as of the date hereof, showing each such person's name, positions, and to annual remuneration, bonuses and fringe benefits for the extent required by Law or by Contract, with current fiscal year and the most recently completed fiscal year. With respect to Company Employeesany persons employed by Parent and Parent Subsidiaries , the Company has (i) Parent and Parent Subsidiaries are in material compliance with all Laws respecting employment conditions and practices, have withheld and reported all amounts required by any applicable Laws to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay from wages or any taxes or any penalty penalties for failure to comply with any of the foregoing.
(d) With respect to any persons employed by Parent and Parent Subsidiaries, (i) Parent and Parent Subsidiaries have not violated any legal requirement prohibiting discrimination on the basis of race, color, national origin, sex, religion, age, marital status, or handicap in its employment conditions or practices; and (iiiii) is not liable for except as disclosed in Schedule 5.12(d) of the Parent Disclosure Schedule, there are no pending or, to the Knowledge of Parent and Parent Subsidiaries, threatened discrimination complaints relating to race, color, national origin, sex, religion, age, marital status, or handicap against Parent and Parent Subsidiaries before any payment Government Entity nor, to the Knowledge of Parent and Parent Subsidiaries, does any trust or other fund governed basis therefor exist.
(e) Parent and Parent Subsidiaries have complied, in all material respects, with all Laws governing the employment of personnel by or maintained by or on behalf U.S. companies and the employment of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made non-U.S. nationals in the normal course of business United States, including, but not limited to, the Immigration and consistent with past practice)Nationality Act 8 U.S.C. Sections 1101 et seq. and its implementing regulations.
Appears in 2 contracts
Samples: Merger Agreement (Ariel Corp), Merger Agreement (Mayan Networks Corp/Ca)
Employment and Labor Matters. (a) Section 3.18(b) of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified Except as set forth in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company SCHEDULE 5.17 Seller is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under a) any collective bargaining agreement, by Law (b) any agreement respecting the employment of any employee, or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part (c) any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program agreement for the future. To the Company’s Knowledgeprovision of consulting or other professional services which is not cancelable without penalty on less than 30 days' notice, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by in each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability case with respect to the CompanyBusiness. Except as set forth in SCHEDULE 5.17, within the last five years Seller has not experienced any labor disputes, union organization attempts or any work stoppage due to labor disagreements in connection with the Business. Except to the extent set forth in SCHEDULE 5.17, with respect to the Business, (a) Seller is in compliance in all material respects with all Applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practice; (b) there is no unfair labor practice charge or complaint against Seller pending or, to the best of Seller Parent's and Seller's knowledge, threatened; (c) there is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or, to the best of Seller Parent's and Seller's knowledge, threatened against or affecting Seller nor any secondary boycott with respect to services of Seller; (d) no question concerning representation has been raised or is threatened respecting the employees of Seller of the Business; (e) no grievance which has had or would not reasonably be expected to have a Company Material Adverse Effect, nor any arbitration proceedings arising out of or under collective bargaining agreements, is pending and to no such claim therefor exists; and (f) there are no administrative charges or court complaints against Seller concerning alleged employment discrimination or other employment related matters pending or threatened before the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay U.S. Equal Employment Opportunity Commission or any taxes or any penalty for failure other governmental entity which would reasonably be expected to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)have a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Capital Environmental Resource Inc), Asset Purchase Agreement (Capital Environmental Resource Inc)
Employment and Labor Matters. (a) Section 3.18(b) Neither Buyer nor any of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed its Subsidiaries is a party to or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated bound by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority Collective Bargaining Agreement with respect to employment policies employees or practices brought workers of Buyer or any of its Subsidiaries (each, an “Buyer Employee”), other than those nationwide, industry wide or similar Collective Bargaining Agreements that Buyer or any of its Subsidiaries may be deemed to be a party to or bound by or before any Court or Governmental Authorityas a result of doing business in a particular jurisdiction.
(b) No notice to or approval from or any consultation with any trade union, works council, staff association, employee organizing entity or other body representing Buyer Employees is required in connection with Buyer entering into this Agreement or completing the Transaction and no Collective Bargaining Agreement to which Buyer is a party requires any particular process to be followed in connection with Buyer entering into this Agreement or completing the Transaction. Buyer has delivered to Company a complete and accurate list of all labor organizations recognized by Buyer in any way for bargaining, information or consultation purposes and/or which represent any Buyer Employee with respect to their employment with Buyer or any of its Subsidiaries.
(c) There are no outstanding applications for recognition or information and consultation rights with respect to Buyer Employees. To the CompanyBuyer’s Knowledgeknowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union or trade union, staff association or other body to organize any such Company Buyer Employee. There have No Collective Bargaining Agreement is being negotiated by Buyer or, to Buyer’s knowledge, any of its Subsidiaries with respect to any Buyer Employees.
(d) Since December 31, 2018, there has been no actual, or to Buyer’s knowledge, threatened unfair labor practice charges, grievances, arbitrations, strikes, slowdownslockouts, work stoppages, disputesslowdowns, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation picketing or other Order bylabor disputes against Buyer or any of its Subsidiaries involving Buyer Employees that would reasonably be expected to have, any Governmental Authority relating individually or in the aggregate, a Buyer Material Adverse Effect.
(e) Except where such non-compliance, default or violation has not had, and would not reasonably be expected to Company Employees have, individually or employment policies or practices. The Company is in material the aggregate, a Buyer Material Adverse Effect, (i) Buyer and its Subsidiaries are, and have been since December 31, 2018, in compliance with all applicable Laws, contracts, Laws regarding employment and policies relating to employment, employment practices, wagesthe engagement of workers (including but not limited to in respect of immigration and right to work, hourssafety and health and equal opportunity), and terms and conditions of employment/engagement and wages, benefits and hours (including classification of employees) and other Laws in respect of any reduction in force, including the obligations notice, information and consultation requirements and (ii) since December 31, 2018, Buyer and its Subsidiaries have fully and timely paid all wages, salaries, wage premiums, prevailing wages, commissions, bonuses, fees, holidays and other compensation that has come due and payable to current and former Buyer Employees and independent contractors under applicable Law, contract, or policy.
(f) Since December 31, 2018, Buyer and its Subsidiaries each has promptly, thoroughly and impartially investigated all allegations of the Worker Adjustment workplace discrimination and Retraining Notification Act sexual harassment allegations against any of 1988, as amended (“WARN”)their employees with a title of Vice President or higher or directors which has been reported to Buyer or its Subsidiaries, and all other notification and bargaining obligations arising under neither Buyer nor its Subsidiaries reasonably expects to incur any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying material liability with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced respect to any such action allegation.
(g) Since December 31, 2018, neither Buyer nor any Subsidiaries have established (i) any redundancy plans or program for the future. To the Company’s Knowledge, other collective plans and there are no pending or Threatened or reasonably anticipated claims or actions against the Company such undertakings that would continue with respect to Buyer or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of its Subsidiaries after the consummation of the Company Employees is terminable at the will Transaction in this respect, or (ii) any unilateral employer undertakings and collective agreements relating to any obligation of the Company and any such termination would result in no Liability to the Company. continued employment.
(h) Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Buyer Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld there are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or other related amounts due or owing by Buyer pursuant to any workplace safety and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employeesinsurance/workers’ compensation Laws, (ii) is Buyer has not liable for been reassessed in any arrears in wagesmaterial respect under such Laws since December 31, severance pay or any taxes or any penalty for failure to comply with any of the foregoing2018, and (iii) is Buyer has not liable for received any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)claims under such Laws.
Appears in 2 contracts
Samples: Transaction Agreement (Delphi Technologies PLC), Transaction Agreement (Borgwarner Inc)
Employment and Labor Matters. (a) Section 3.18(b4.20(a) of the Company GES Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), Schedules sets forth each such individual’s rate a correct and complete list of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held all persons employed by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority GES with respect to the Business to whom the Company will offer employment policies pursuant to Section 8.1 (the “Transferred Employees”) and their respective start dates, positions, salary or practices brought by wages, days/weeks of vacation, service credit with GES, outstanding vacation, bonus for fiscal year 2010, projected or before any Court or Governmental Authorityanticipated bonus for fiscal year 2011. At the Closing, GES will provide flexible spending account balances of the Transferred Employess as of the Effective Time.
(b) To Section 4.20(b) of the CompanyGES Disclosure Schedules sets forth a correct and complete list of all independent contractors engaged by GES with respect to the Business to whom the Company will offer engagement pursuant to Section 8.1 (the “Transferred Contractors”) and their respective start dates, positions and wage rate.
(c) Except as disclosed in Section 4.20(c) of the GES Disclosure Schedules, there is no labor trouble, dispute, grievance, controversy, strike or request for union representation pending or, to the Knowledge of GES, threatened against GES or affecting the Business.
(d) GES is in compliance with all applicable Laws regarding employment and employment practices, terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practice. There are no disputes pending or, to GES’s Knowledge, there are no controversies pending or Threatenedthreatened, between the Company GES and any Company Employeeof the Transferred Employees, which controversies have resulted, or could reasonably be expected to result, in a Proceeding for which GES could be liable. The Company There is not a party to no unfair labor practice charge or complaint against GES pending before the National Labor Relations Board, the Equal Employment Opportunity Commission, the Department of Labor, the Office of Federal Contract Compliance Programs, the Occupational Safety and Health Administration, the labor relations board or comparable body of any collective bargaining agreement state or other written labor union contract applicable to Persons employed by the Companyforeign jurisdiction, nor are thereor any Governmental Authority, and, to the CompanyGES’s Knowledge, any activities none is or proceedings of any labor union to organize any such Company Employee. There have has been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge threatened for which GES could be liable.
(e) Except as set forth on Section 4.20(e) of the CompanyGES Disclosure Schedules, there are no material employment-related grievances pending or Threatened. The Company GES is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law employment contract or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying consulting agreement with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability regard to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoingTransferred Employees. Neither GES nor, and (iii) to the Knowledge of GES, any of the Transferred Employees is not liable for any payment to any trust or other fund governed by or maintained by or on behalf in violation of any Governmental Authority with respect term of any employment contract, noncompetition agreement, collective bargaining agreement, or any restrictive covenant to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments a former employer relating to the right of any such Transferred Employee to be made in employed by GES because of the normal course nature of business and consistent the Business or to the use of proprietary information of others. None of the Transferred Employees has given notice to GES, nor, to the Knowledge of GES, does any such Transferred Employee intend to, terminate his or her employment or engagement with past practice)GES.
Appears in 2 contracts
Samples: Asset Contribution and Share Subscription Agreement (Independence Contract Drilling, Inc.), Asset Contribution and Share Subscription Agreement (Independence Contract Drilling, Inc.)
Employment and Labor Matters. (a) Section 3.18(b) of the Company Disclosure Schedule identifies (i) all directors and officers Neither Mavericks nor any of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices its Subsidiaries is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to or bound by any collective bargaining agreement or other written agreement with a labor union contract applicable to Persons employed by the Companyemployees of Mavericks or any of its Subsidiaries (“Mavericks Employees”) and no such agreement or relationship is presently being negotiated or formed, nor are there(ii) since January 1, to the Company’s Knowledge2016, any activities or proceedings of any labor union to organize any such Company Employee. There there have been no strikes, lockouts, slowdowns, or work stoppages, disputes, or lockouts, by or stoppages in effect with respect to any Company Employee. To employees of Mavericks or any of its Subsidiaries nor, to the Knowledge of the CompanyMavericks, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contractssuch labor disruptions currently threatened, and policies relating to employment(iii) there is no unfair labor practice, employment practiceslabor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except Knowledge of Mavericks, threatened with respect to Mavericks Employees, except, with respect to clauses (ii) and (iii) above, as would not reasonably be expected to have have, individually or in the aggregate, a Company Mavericks Material Adverse Effect.
(b) Except for such matters which would not reasonably be expected to have, individually or in the aggregate, a Mavericks Material Adverse Effect, Mavericks and to the extent required by its Subsidiaries are, and have been, in compliance with all applicable Law or by Contract, with respect to Company Employees, the Company has respecting (i) withheld employment and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employeesemployment practices, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any terms and conditions of the foregoingemployment and wages and hours, and (iii) collective bargaining and labor/management relations. Neither Mavericks nor any of its Subsidiaries has any liabilities under the WARN Act that would reasonably be expected to have, individually or in the aggregate, a Mavericks Material Adverse Effect.
(c) To the Knowledge of Mavericks, no Mavericks Employee who is not liable for any payment an executive officer has, as of the date hereof, given notice to any trust or other fund governed by or maintained by or on behalf Mavericks of any Governmental Authority intention to terminate his or her employment with respect to unemployment compensation benefits, social security Mavericks or other benefits or obligations for Company Employees its Subsidiaries within the twelve (other than routine payments to be made in 12) month period following the normal course of business and consistent with past practice)date hereof.
Appears in 2 contracts
Samples: Merger Agreement (Vistra Energy Corp), Merger Agreement (Dynegy Inc.)
Employment and Labor Matters. (a) Section 3.18(b) of Neither the Company Disclosure Schedule identifies nor any of its Subsidiaries is or has been, a party to any collective or enterprise bargaining agreement, labor union contract, works council or trade union agreement, recognition agreement, information and consultation agreement or similar agreement (i) all directors and officers each, a “Collective Bargaining Agreement”). No Company Employee is represented by a labor organization for purposes of collective bargaining or other negotiating or consultation purposes with respect to the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate any of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Courtits Subsidiaries. To the Company’s Knowledge, there have been no activities, petitions or proceedings of any labor or trade union to organize any Company Employees. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There has been no strike, dispute, walkout, lockout, slowdown, work stoppage or similar industrial action or application to a labor tribunal made against the Company or any of its Subsidiaries pending or, to the Company’s Knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or Threatened Actionany of its Subsidiaries. The consummation of the transactions contemplated by this Agreement (including the Merger) will not entitle any person (including any labor organization) to any payments under any Collective Bargaining Agreement, unfair or require the Company or any of its Subsidiaries to consult with, provide notice to, or obtain the consent or opinion of any labor practice chargeorganization.
(b) Since January 1, 2017, except as would not, individually or in the aggregate, reasonably be expected to result in any material Liability to the Company or any of its Subsidiaries, the Company and each of its Subsidiaries is and has been in compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, overtime pay, allowances, loadings, superannuation, record keeping obligations and occupational safety and health, including the Immigration Reform and Control Act, the Worker Adjustment Retraining and Notification Act (the “WARN Act”), any Laws respecting employment discrimination, sexual harassment, bullying, victimization, disability rights or benefits, equal pay, equal opportunity, redundancy, consultation obligations and plant closure issues, affirmative action, workers’ compensation, employee benefits, severance payments, all other payment relating to the termination of employment, contract of services or service relationship, COBRA, labor relations, conclusion of written employment contracts, employee leave issues, wage and hours of work, overtime pay, annual leave, personal leave (including carers/sick pay), maternity, paternity, and adoption pay (and other similar family-related pay), occupational safety and health requirements, disability fund payments, union fees, statutory social security (including pension insurance or superannuation, medical insurance, work-related injury insurance, maternity insurance, labor insurance and unemployment insurance), statutory housing fund or mandatory provident fund and related matters, and no formal claims relating to non-compliance with the foregoing are pending or, to the Company’s Knowledge, threatened. Except as would not, individually or in the aggregate, reasonably be expected to result in any material Liability to the Company or any of its Subsidiaries, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by the Company pursuant to any workplace safety and insurance/workers’ compensation Laws.
(c) Except as would not, individually or in the aggregate, reasonably be expected to result in any material Liability to the Company or any of its Subsidiaries, neither the Company nor any of its Subsidiaries has any Liability with respect to any misclassification of any Person as an independent contractor or, in any non-U.S. jurisdiction, as an independent contractor, outsourced staff, labor dispatch staff, a contingent worker or a worker, rather than as an “employee.”
(d) (i) The Company and its Subsidiaries have not received notice of any charge or inquiry complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, compliance with any underlying industrial instruments, time recording obligations, overtime pay, child labor, modern slavery or human trafficking, 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 and (ii) except as would not, individually or in the aggregate, reasonably be expected to result in any material Liability to the Company or any of its Subsidiaries, there are no claims, complaints or lawsuits, pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries brought by or on behalf of any Company Employeeapplicant for employment, prospective employeeany current or former employee or any class of the foregoing, labor organization or other employee representativerelating to any such Laws, or other individual alleging breach of any express or implied contract of employment, wrongful or unfair termination of employment or any Governmental Authority other discriminatory, wrongful or tortious conduct in connection with respect to the employment policies or practices brought by or before any Court or Governmental Authorityrelationship.
(be) To the Company’s Knowledge, there are since January 1, 2017, (i) no controversies pending formal allegations, claims or Threatenedcomplaints of sexual harassment, between discrimination or retaliation with respect thereto have been made to the human resources or legal departments of the Company or any of its Subsidiaries against or in respect of any current or former non-employee director or any current or former Company Employee at a level of Director or above, and (ii) neither the Company nor any Company Employee. The Company is not a party of its Subsidiaries has entered into any settlement agreement related to any collective bargaining agreement such allegations, claims or other written labor union contract applicable to Persons employed by the Company, nor are there, to complaints.
(f) To the Company’s Knowledge, no current or former Company Employee at the level of Director or above is in any activities or proceedings respect in violation of any labor union material term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other material obligation: (i) with or to organize any such the Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, its Subsidiaries or (ii) to a former employer relating (A) to the right to be employed by the Company or with respect its Subsidiaries or (B) to any Company Employeethe knowledge or use of trade secrets or proprietary information. To the Company’s Knowledge no employee of the CompanyCompany or any of its Subsidiaries at the level of Senior Director or above intends to terminate his or her employment.
(g) Except as would not, there are no individually or in the aggregate, reasonably be expected to result in any material employment-related grievances pending Liability to the Company or Threatened. The any of its Subsidiaries, each of the Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company and its Subsidiaries is in material compliance with all applicable Lawsthe WARN Act. In the eighteen (18) months prior to the date hereof, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions neither the Company nor any of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended its Subsidiaries has effectuated (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated i) a “plant closing” (as defined in the WARN Act or any similar term under any analogous Applicable Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries, (ii) a “mass layoff” (as those terms are defined in WARNthe WARN Act, or any analogous Applicable Law) affecting in whole or in part any site of employment, facility, operating unit employment or employee facility of the CompanyCompany or any of its Subsidiaries, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has and (iii) neither the Company planned nor any of its Subsidiaries has been affected by any transaction or announced any such action engaged in layoffs or program for employment terminations sufficient in number, including as aggregated, to trigger application of the futureWARN Act. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against neither the Company or nor its Subsidiaries has caused any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of their respective employees to suffer an “employment loss” (as defined in the Company Employees is terminable at WARN Act) during the will of the Company and any such termination would result in no Liability ninety (90) day period prior to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effectdate hereof, and to the extent required by Law or by Contract, with respect to Company Employees, the Company there has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for been no termination which would trigger any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust notice or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in under the normal course of business and consistent with past practice)WARN Act.
Appears in 2 contracts
Employment and Labor Matters. (a) Section 3.18(b) of Neither the Company Disclosure Schedule identifies (i) all directors and officers nor any of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices its Subsidiaries is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or Collective Bargaining Agreement with respect to any Company Employee. To the Knowledge employees of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any of its Subsidiaries (each, a “Company trustee under any worker’s compensation policy Employee”) that has had or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not could reasonably be expected to have a Company Material Adverse Effect, and other than those that the Company or any of its Subsidiaries may be deemed to be a party to or bound by as a result of doing business in a particular jurisdiction. To the Company’s knowledge, as of the date hereof, there are no activities or proceedings of any labor or trade union, staff association or other body to organize any Company Employee where such activities or proceedings could reasonably be expected to have a Company Material Adverse Effect. No material Collective Bargaining Agreement is being negotiated by the Company or, to the extent required by Law or by ContractCompany’s knowledge, any of its Subsidiaries with respect to any Company Employees. Since January 1, 2015, there has been no actual, or to the Company’s knowledge, threatened unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against or affecting the Company or any of its Subsidiaries involving the Company Employees that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and there are no circumstances which could or might give rise to any such dispute that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company is, and has been, in compliance with all Laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including classification of employees) and other Laws in respect of any reduction in force, including notice, information and consultation requirements, except where any such noncompliance would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. There are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by the Company pursuant to any workplace safety and insurance/workers’ compensation Laws, the Company has (i) withheld not been reassessed in any material respect under such Laws during the past three years and reported all amounts required the Company has not received any claims under such Laws, in each case, that could reasonably be expected to be withheld and reported with respect to wages, salaries and other payments to have a Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Atwood Oceanics Inc), Merger Agreement (Ensco PLC)
Employment and Labor Matters. (a) Section 3.18(b) Neither Company nor any of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed its Subsidiaries is a party to or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated bound by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority Collective Bargaining Agreement with respect to employment policies employees or practices brought workers of Company or any of its Subsidiaries (each, a “Company Employee”), other than those nationwide, industry wide or similar Collective Bargaining Agreements that Company or any of its Subsidiaries may be deemed to be a party to or bound by or before any Court or Governmental Authorityas a result of doing business in a particular jurisdiction.
(b) No notice to or approval from or any consultation with any trade union, works council, staff association, employee organizing entity or other body representing Company Employees is required in connection with Company entering into this Agreement or completing the Transaction and no Collective Bargaining Agreement to which Company is a party requires any particular process to be followed in connection with Company entering into this Agreement or completing the Transaction. Company has delivered to Buyer a complete and accurate list of all labor organizations recognized by Company in any way for bargaining, information or consultation purposes and/or which represent any Company Employee with respect to their employment with Company or any of its Subsidiaries.
(c) There are no outstanding applications for recognition or information and consultation rights with respect to Company Employees. To the Company’s Knowledgeknowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union or trade union, staff association or other body to organize any such Company Employee. There have been no strikesNo Collective Bargaining Agreement is being negotiated by Company or, slowdownsto Company’s knowledge, work stoppages, disputes, or lockouts, by or any of its Subsidiaries with respect to any Company Employee. To the Knowledge of the CompanyEmployees.
(d) Since December 31, 2018, there are has been no material employment-related grievances pending or Threatened. The Company is not a party toactual, or otherwise bound byto Company’s knowledge, any consent decree withthreatened unfair labor practice charges, or citation grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing or other Order by, labor disputes against Company or any Governmental Authority relating to of its Subsidiaries involving Company Employees that would reasonably be expected to have, individually or employment policies in the aggregate, a Company Material Adverse Effect.
(e) Except where such non-compliance, default or practices. The violation has not had and would not reasonably be expected to have, individually or in the aggregate, a Company is Material Adverse Effect, (i) Company and its Subsidiaries are, and have been since December 31, 2018, in material compliance with all applicable Laws, contracts, Laws regarding employment and policies relating to employment, employment practices, wagesthe engagement of workers (including but not limited to in respect of immigration and right to work, hourssafety and health and equal opportunity), and terms and conditions of employment/engagement and wages, benefits and hours (including classification of employees) and other Laws in respect of any reduction in force, including the obligations of the Worker Adjustment notice, information and Retraining Notification Act of 1988, as amended (“WARN”)consultation requirements, and (ii) since December 31, 2018, Company and its Subsidiaries have fully and timely paid all wages, salaries, wage premiums, prevailing wages, commissions, bonuses, fees, holidays and other notification compensation that has come due and bargaining obligations arising payable to current and former Company Employees and independent contractors under applicable Law, contract, or policy.
(f) Since December 31, 2018, Company and its Subsidiaries each has promptly, thoroughly and impartially investigated all allegations of workplace discrimination and sexual harassment allegations against any collective bargaining agreementof their employees with a title of Vice President or higher or directors which has been reported to Company or its Subsidiaries, by Law or otherwise. The and neither Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part nor its Subsidiaries reasonably expects to incur any site of employment, facility, operating unit or employee of the Company, without complying material liability with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced respect to any such action allegation.
(g) Since December 31, 2018, neither Company nor any Subsidiaries have established (i) any redundancy plans or program for the future. To the Company’s Knowledge, other collective plans and there are no pending or Threatened or reasonably anticipated claims or actions against the such undertakings that would continue with respect to Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of its Subsidiaries after the consummation of the Company Employees is terminable at the will Transaction in this respect, or (ii) any unilateral employer undertakings and collective agreements relating to any obligation of the Company and any such termination would result in no Liability to the Company. continued employment.
(h) Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld there are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or other related amounts due or owing by Company pursuant to any workplace safety and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employeesinsurance/workers’ compensation Laws, (ii) is Company has not liable for been reassessed in any arrears in wagesmaterial respect under such Laws since December 31, severance pay or any taxes or any penalty for failure to comply with any of the foregoing2018, and (iii) is Company has not liable for received any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)claims under such Laws.
Appears in 2 contracts
Samples: Transaction Agreement (Borgwarner Inc), Transaction Agreement (Delphi Technologies PLC)
Employment and Labor Matters. (a) Section 3.18(b) of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Union Material Adverse Effect, (a) Union is not a party to or bound by any collective bargaining agreement or other agreement with a labor union, works council or other employee representative body (other than any statutorily mandated agreement in non-U.S. jurisdictions), and there are no such agreements which pertain to employees of Union in existence or in negotiation; (b) no employees of Union are represented by a labor union, works council or other employee representative body (other than any statutorily mandated representation in non-U.S. jurisdictions); (c) Union has not experienced any strike or material grievance, claim of unfair labor practices, or other collective bargaining dispute within the extent required by Law past two (2) years; (d) Union will not incur any notice, consultation or by Contract, consent obligations with respect to Company Employeesany labor union, works council or other employee representative body in connection with the Company has execution of this Agreement or the consummation of the transactions contemplated hereby and, (e) to Union’s Knowledge, (i) withheld there are no Actions or any material disputes pending or threatened (A) between Union and reported all amounts required any of its employees or independent contractors or (B) by or before any Governmental Body affecting Union concerning employment matters, and (ii) there is no current campaign being conducted to be withheld and reported solicit cards from or otherwise organize employees of Union or to authorize a labor union, works council or other employee representative body to request that the National Labor Relations Board (or any other Governmental Body) certify or otherwise recognize such a body with respect to employees of Union, and Union has not been subject to an application by a labor union, works council or other employee representative body to be declared a common or related employer under labor relations legislation. Union is in compliance in all material respects with all Laws relating to the employment of labor, including all such Laws relating to wages, salaries hours, human rights, discrimination, pay equity, employment equity, workers’ compensation, safety and other payments to Company Employeeshealth, worker classification (iiincluding employee-independent contractor classification and the proper classification of employees as exempt employees and non-exempt employees), the Worker Adjustment and Retraining Notification Act (“WARN”) is not liable for and any arrears in wagessimilar foreign, severance pay state, provincial or local “mass layoff” or “plant closing” Law. There has been no “mass layoff” or “plant closing” (as defined by WARN or any taxes similar foreign, state, provincial or any penalty for failure to comply with any of the foregoing, and (iiilocal Laws) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefitsUnion within the six (6) months prior to the Closing Date. As of the date hereof, social security to Union’s Knowledge, no current executive, key employee or other benefits group of employees has given notice of termination of employment or obligations for Company Employees otherwise disclosed plans to Union or any of its Subsidiaries to terminate employment with Union or any of its Subsidiaries within the next twelve (other than routine payments to be made in the normal course of business and consistent with past practice)12) months.
Appears in 2 contracts
Samples: Merger Agreement (Uroplasty Inc), Merger Agreement (Vision Sciences Inc /De/)
Employment and Labor Matters. (a) Section 3.18(b) of the Company Disclosure Except as set forth on Schedule identifies 4.18(a), (i) all directors and officers none of the Company and (ii) all employees and consultants employed Company, Newco or engaged any of the Sold Subsidiaries is a party to or bound by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company carany collective bargaining agreement, and average overtime paymentssince January 1, if any, per month for the preceding twelve-month period. To the Company’s Knowledge2013, none of the Company’s employment policies , Newco or practices is currently being audited any Sold Subsidiary (A) has experienced (or investigated by has there been Threatened) any Governmental Authority strike, organized work stoppage, slowdown, picketing or Court. To the Company’s Knowledgelockout, there is no pending or Threatened Action, claim of unfair labor practice chargepractices, or other charge material collective bargaining dispute, or inquiry against the Company brought by or on behalf of (B) has had a material dispute with any Company Employee, prospective employee, labor organization union or other employee representativerepresentative body involving employees of the Company, Newco or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authoritythe Sold Subsidiaries.
(b) To the Company’s Knowledge, 's Knowledge (i) there are no controversies employment-related material disputes Threatened or pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are thereNewco or the Sold Subsidiaries and any of their employees and (ii), to the Company’s Knowledgeexcept as set forth on Schedule 4.18 (b), any activities since January 1, 2013 there has been no organization campaign or proceedings of recognition campaign by any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge other employee representative body involving employees of the Company, there are no material employment-related grievances pending Newco or Threatened. the Sold Subsidiaries.
(c) The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by Newco and each of the Company Employees is terminable at Sold Subsidiaries have fulfilled their obligations to inform, consult or obtain any required and mandatory opinion from any union, or any other employee representative body for the will purpose of the Company and any such termination would result entering into this Agreement, in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and each case to the extent required by Law or by ContractContract to do so prior to the execution of this Agreement.
(d) Schedule 4.18(d) sets forth a complete and accurate list, with respect to Company Employeesas of the date of this Agreement, of all of the Company has Business Employees (on an anonymous basis), indicating their (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employeesjob title, (ii) is not liable for any arrears in wagescurrent base salary or wage rate, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) start date and (iv) location.
(e) The Company, Newco and each Sold Subsidiary is, and since at least January 1, 2012 has been, in material compliance with all applicable Laws relating to the employment of labor, including labor and employment practices, terms and conditions of employment, wages and hours, overtime payments, recordkeeping, employee classification, non-discrimination, employee leave, payroll documents, record retention, equal opportunity, immigration, workers compensation, unemployment compensation insurance, occupational health and safety, severance, termination or discharge and collective bargaining, and the Company, Newco and each Sold Subsidiary is not liable for and has been since at least January 1, 2013, in material compliance with any payment to Laws concerning retention and classification of independent contractors.
(f) Neither the Company nor any trust or other fund governed Sold Subsidiary is bound by or maintained by or on behalf of (i) any Governmental Authority restriction with respect to unemployment compensation benefitsclosure, social security downsizing or other benefits restructuring affecting its workforce or obligations a portion thereof, except for Company any restrictions under applicable Laws or (ii) any obligation to guarantee a certain number of employees at any of its sites.
(g) Except as listed on Schedule 4.18(g), as of the date of this Agreement, none of the Business Employees (other than routine payments as of the date of this Agreement has been given or have given notice of termination, and, to be made in the normal course of business and consistent Company's Knowledge, no such Business Employee has expressed the intention to terminate or otherwise alter his or her employment or service relationship with past practice)either the Company, Newco or any Sold Subsidiary.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Steel Partners Holdings L.P.), Stock Purchase Agreement (Handy & Harman Ltd.)
Employment and Labor Matters. (a) Section 3.18(b2.24(a) of the Company Disclosure Schedule identifies (i) sets forth an accurate and complete list of all directors and officers Service Providers currently employed or engaged by each of the Acquired Companies, including each Service Provider on leave of absence, along with the position, date of hire or engagement, details of all compensation (including any bonus or commission entitlements), emoluments and benefits (including, for the avoidance of doubt, permanent health insurance) and the terms on which such remuneration, emoluments and benefits are payable, scheduled or contemplated increases in compensation and benefits, scheduled or contemplated promotions, accrued but unused sick and vacation leave or paid time off and service credited for purposes of vesting, all Company Plans and (iiany other benefits and details of any other material terms and conditions of employment or engagement of such persons. Save for the individuals listed in Section 2.24(a) all employees and consultants of the Disclosure Schedule, no other individuals are employed or engaged by the Company and, for each individual identified in clauses (i) Acquired Companies. No Service Provider or (ii), sets forth each such individual’s rate group of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, Service Providers has given written notice to the extent provided by the employeeapplicable Acquired Company of resignation of his, the stated return her or leave expiration date), visa status, prior their employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none with any of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental AuthorityAcquired Companies.
(b) To No Acquired Company recognizes any trade or labor union, works council, employee representative or delegates or other body or labor organization representing the Company’s Knowledgeemployees of any Acquired Company for the purpose of collective bargaining or other negotiating purposes or for any other purpose (a “Representative Body”), nor has any Acquired Company performed any act which might be construed as recognizing, or received a request for recognition of, any Representative Body. There is no Representative Body, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted or advice obtained in connection with the transactions contemplated by this Agreement.
(c) Except as set forth in Section 2.24(c) of the Disclosure Schedule and the Applicable CBAs, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement agreements or other written labor union contract applicable to Persons employed Contracts (whether existing by reason of custom and practice and whether or not legally binding) with any Representative Body that cover any Service Provider of the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company EmployeeAcquired Companies. To the Knowledge of the Company, no request for recognition by any Representative Body is pending. Since January 1, 2008, no dispute, strike, picketing, slowdown, lockout, work stoppage or other industrial action has occurred or is existing, nor to the Knowledge of the Company has any such action been threatened, between any of the Acquired Companies and a group or category of the any of the Acquired Companies’ Service Providers or a Representative Body.
(d) Except as set forth in Section 2.24(b) of the Disclosure Schedule, no Acquired Company has breached any obligations under and each are in compliance with any applicable Employment Law, collective bargaining agreements, instruments, recognition agreements and all Contracts which apply to or are owed to or in respect of any existing or former Service Provider of an Acquired Company. No circumstances exist under which any of the Acquired Companies may be required to pay damages or compensation, or suffer any penalty or be required to take corrective action or be subject to any form of sanction under any Employment Law. Except as set forth in Section 2.24(d) of the Disclosure Schedule, there are no material employment-related grievances current, pending or Threatened. The Company is not a party toor, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee Knowledge of the Company, without complying with all provisions threatened claims, audits or investigations of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced type against any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and Acquired Companies by any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law existing or former Service Provider or by Contractany Governmental Entity, with respect to Company Employeesarising out of any Employment Law, the including without limitation discrimination in employment, equal pay, employment practices or occupational safety and health standards. No current or former Service Provider of any Acquired Company has any claim against any Acquired Company on account of or for (i) withheld and reported all amounts required to be withheld and reported with respect to wagesovertime pay, salaries and other payments to Company Employeesthan overtime pay for the current payroll period, (ii) is not liable wages or salary (excluding current bonus accruals and amounts accruing under pension and profit sharing plans) for any arrears period other than the current payroll period, including payment of any indemnity to current or former Service Providers bound by a non-compete covenant, (iii) vacation, time off or pay in wageslieu of vacation or time off, other than that earned in respect of the current fiscal year, or (iv) any violation of any Employment Law relating to minimum wages or maximum hours of work. No claim has been made that remains outstanding for breach of any Contract of employment or for services or for severance pay or any taxes redundancy payments or any penalty protective awards or for compensation for unfair dismissal or for failure to comply with any Employment Law or in relation to any alleged sex, race or age discrimination or for any other Liabilities accruing from the termination or variation of any Contract of employment or for services, nor do the Shareholders have any Knowledge that any such claim has been threatened or is pending . No current or former Service Provider of any Acquired Company has instituted any internal or external grievance procedure, corporate information disclosure procedure or malpractice notification procedure. Since June 30, 2009 to date, no Service Provider of any Acquired Company has been the subject of disciplinary proceedings by reason of misconduct or suspected misconduct. There is no existing or pending, or to the Knowledge of the foregoingCompany, threatened industrial or trade dispute involving any Acquired Company or any Service Provider of an Acquired Company and, to the Knowledge of the Shareholders, there are no facts that indicate that there may be any such dispute (including, without limitation, the sale of the Shares pursuant to this Agreement).
(e) The Service Providers of each Acquired Company are all authorized and have appropriate documentation to work in the country in which each such Service Provider is working.
(f) Section 2.24(f) of the Disclosure Schedule sets forth a list of each Contract, including severance, retention, bonus, change in control or similar Contracts between any Acquired Company and any of its current or former Service Providers, a copy of each of which has been made available to Purchaser. No Acquired Company is involved in negotiations with any Service Provider to vary the terms and conditions of employment or engagement, nor has any Acquired Company made any representations, promises, offers or proposals to any of its Service Providers concerning or affecting the terms and conditions of employment or engagement.
(g) Each Acquired Company has discharged its obligations in full in relation to salary, wages, fees and under the Company Plans in respect of all prior periods. Since June 30, 2009, no Acquired Company has dismissed any employee and no Acquired Company is under any contractual or other obligation to change the terms of service of any Service Providers. No Service Provider of any Acquired Company is currently in receipt of benefits, or to the Knowledge of the Company, likely to make a claim within the 6-month period following the Closing Date, under a long term disability or permanent health insurance scheme or policy.
(h) No Acquired Company has given notice of any redundancies to any applicable government body, department or other appropriate body in any relevant jurisdiction, nor has any Acquired Company consulted with any independent trade union, employees’ representatives or other labor organization since June 30, 2009 in relation to any of the Acquired Company’s Service Providers. No Acquired Company has implemented any collective dismissal for economic reasons, any redundancy plan or any voluntary redundancy plan. No circumstances exist which will require any Acquired Company to pay damages for wrongful dismissal or breach of Contract, to make any contractual or statutory redundancy payment, to make or pay any compensation in respect of unfair dismissal, to make any other payment under any Employment Law or to reinstate or re-engage any former Service Provider. No Acquired Company has sent any dismissal letter or notice (or similar) to any current Service Provider, received any resignation letter from any current Service Provider, nor entered into a mutual termination Contract (or similar) with any current Service Provider. No Acquired Company has adopted any systematic policy of making redundancy payments in excess of the payments required by applicable Law, nor does any Acquired Company have any systematic plan or program regarding any such redundancy payments. No Acquired Company has any custom or practice of implementing redundancies on a selective basis in accordance with any specific internal procedures, criteria or formulae other than as permitted by Law.
(i) The consummation of the Transaction will not give rise to the payment of any severance or change in control entitlement, remuneration, payments or benefits or any enhancements or accelerations thereof to any Service Providers of any Acquired Company,
(j) With respect to the Acquired French Company only:
(i) Except as provided in Section 2.24(j)(i) of the Disclosure Schedule, the Acquired French Company has not received any written comments (observations écrites), formal demands (mise en demeure) or reassessment notices (redressement) from the French Labor Administration (Inspection du Travail or DDTE), the French Social Security administration (URSSAF), the French Labor Doctor (Médecin du travail) or any other Governmental Entity for employment-related issues and no Proceedings against the Acquired French Company in this respect are pending or, to the Company’s knowledge, threatened.
(ii) Except as set forth in Section 2.24(j)(ii) of the Disclosure Schedule, (A) none of the employees of the Acquired French Company receive compensation proportional to profits or turnover, all of which are the subject of proper reserves (provisions) in the financial statements, and (iiiB) no collective mandatory profit-sharing plan (accord de participation) or optional profit-sharing plan (accord d’intéressement) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made currently in the normal course of business and consistent with past practice)force.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Taleo Corp)
Employment and Labor Matters. (a) Section 3.18(b) of Except as set forth on the Company Disclosure Schedule identifies attached Employment and Labor Matters Schedule, (i) all directors and officers of neither the Company and nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, (ii) all employees and consultants employed or engaged by the Company andthere are no labor strikes, for each individual identified in clauses (i) or (ii)work stoppages, sets forth each such individual’s rate of pay or annual compensationslowdowns, job title and date of hirelockouts, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, andmaterial labor disputes pending or, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry threatened against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect of its Subsidiaries and, since January 1, 2010, there has been no such labor dispute, (iii) to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between current union representation questions involving employees of the Company or any of its Subsidiaries and any Company Employee. The Company is not a party no union organization campaign in progress with respect to any collective bargaining agreement employees, and (iv) since January 1, 2010, neither the Company nor any Subsidiary has engaged in any unfair labor practice, and there is no unfair labor practice charge or other written labor union contract applicable to Persons employed by the Company, nor are therecomplaint pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries. Within the past twelve (12) months, neither the Company nor any of its Subsidiaries has engaged in any plant closing or employee layoff activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations violation of the Worker Adjustment Retraining and Retraining Notification Act of 1988, as amended amended, or any similar state or local plant closing or mass layoff statute, rule or regulation.
(“WARN”)b) Except as provided for in connection with this Agreement or as set forth on the attached Employment and Labor Matters Schedule, and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To to the Company’s KnowledgeKnowledge (with no further inquiry), there are no pending officer or Threatened or reasonably anticipated claims or actions against senior executive of the Company or any Company trustee under Subsidiary is party to, or is otherwise bound by, any worker’s compensation policy Contract, including any confidentiality, noncompetition or long-term disability policy. The services provided by each of proprietary rights agreement, between such employee and any other Person (including the Company Employees is terminable at the will of the Company and or any such termination Subsidiary) that adversely affects or would result in no Liability to the Company. Except as would not reasonably be expected to have a adversely affect (i) the performance of such employee’s duties as an employee of the Company Material Adverse Effector any Subsidiary, as applicable, or (ii) the ability of the Company or any Subsidiary to conduct its business.
(c) Except as set forth on the attached Employment and to the extent required by Law or by Contract, with respect to Company EmployeesLabor Matters Schedule, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoingeach Subsidiary is, and (iii) is not liable for at all times since January 1, 2010 has been, in compliance in all material respects with all Laws of all Governmental Bodies regarding labor, employment and employment practices, conditions of employment, occupational safety and health, and wages and hours, including any payment to any trust bargaining or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in under the normal course of business and consistent with past practice)National Labor Relations Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Compass Diversified Holdings)
Employment and Labor Matters. Except as set forth in Schedule 3.15 or, other than with respect to clause (aiii) Section 3.18(b) of below, except as would not, individually or in the Company Disclosure Schedule identifies aggregate, reasonably be expected to have a Material Adverse Effect, (i) all directors there are no suits, actions, investigations, proceedings, charges, grievances or attorney demand letters, pending or, to the Knowledge of Seller, Threatened, involving any Longhorn Entity and officers of the Company and any Longhorn Employee or former Longhorn employee, (ii) all employees and consultants employed there is no labor strike, slowdown, stoppage, lockout or engaged by the Company andlabor dispute pending, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, andaffecting or, to the extent provided by the employeeKnowledge of Seller, the stated return or leave expiration date)Threatened, visa status, prior employment termination notice period required (if any) eligibility for company caragainst any Longhorn Entity, and average overtime paymentssince January 1, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge2010, there has not been any such action, (iii) neither Longhorn nor its Subsidiaries is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written agreement, labor union contract or legally binding commitment to any labor union or works council applicable to Persons employed by the Companyany Longhorn Employee, nor are thereand, to the Company’s KnowledgeKnowledge of Seller, there are no union organizing activities among any activities Longhorn Employees or proceedings of involving any labor union to organize or represent any such Company Employee. There have been no strikesLonghorn Employees, slowdowns, work stoppages, disputes, or lockouts, by or with respect (iv) to any Company Employee. To the Knowledge of Seller, neither Longhorn nor any of its Subsidiaries has engaged in any unfair labor practices as defined in the CompanyNational Labor Relations Act or other similar Law, (v) there are no material employment-related grievances unfair labor practice charges or other applications or proceedings before a labor relations board or any similar authority currently pending or or, to the Knowledge of Seller, Threatened. The Company , involving any Longhorn Entity and any Longhorn Employee, (vi) neither Longhorn nor any of its Subsidiaries is not a party to, or otherwise bound by, any consent decree with, or citation or other Order order by, any Governmental Authority Entity relating to Company Employees employment practices with respect to any Longhorn Employees, and (vii) since January 1, 2010, neither Longhorn nor any of its Subsidiaries has effected (y) a “plant closing” (as defined by the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Longhorn or any of its Subsidiaries in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Longhorn or any of its Subsidiaries in the United States, nor has Longhorn or any of its Subsidiaries in the United States engaged in layoffs or employment policies or practices. The Company termination in the United States that were sufficient in number to trigger application of any similar Law, and (viii) each Longhorn Entity is in material compliance with all applicable Lawslaws, contracts, Contracts and policies relating to employment, employment practices, wages, hours, hours and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988employment standards, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site termination of employment, facilityemployee whistle-blowing, operating unit or immigration, employee of the Companyprivacy, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company human rights and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, occupational safety with respect to Company Longhorn Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Joy Global Inc), Stock Purchase Agreement (Rowan Companies Inc)
Employment and Labor Matters. (a) Section 3.18(b) of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Ranger Material Adverse Effect, (a) Ranger is not a party to or bound by any collective bargaining agreement or other agreement with a labor union, works council or other employee representative body (other than any statutorily mandated agreement in non-U.S. jurisdictions), and there are no such agreements which pertain to employees of Ranger in existence or in negotiation; (b) no employees of Ranger are represented by a labor union, works council or other employee representative body (other than any statutorily mandated representation in non-U.S. jurisdictions); (c) Ranger has not experienced any strike or material grievance, claim of unfair labor practices, or other collective bargaining dispute within the extent required by Law past two (2) years; (d) Ranger will not incur any notice, consultation or by Contract, consent obligations with respect to Company Employeesany labor union, works council or other employee representative body in connection with the Company has execution of this Agreement or the consummation of the transactions contemplated hereby and, (e) to Ranger’s knowledge, (i) withheld there are no Actions or any material disputes pending or threatened (A) between Ranger and reported all amounts required any of its employees or independent contractors or (B) by or before any Governmental Body affecting Ranger concerning employment matters, and (ii) there is no current campaign being conducted to be withheld and reported solicit cards from or otherwise organize employees of Ranger or to authorize a labor union, works council or other employee representative body to request that the National Labor Relations Board (or any other Governmental Body) certify or otherwise recognize such a body with respect to employees of Ranger, and Ranger has not been subject to an application by a labor union, works council or other employee representative body to be declared a common or related employer under labor relations legislation. Ranger is in compliance in all material respects with all Laws relating to the employment of labor, including all such Laws relating to wages, salaries hours, human rights, discrimination, pay equity, employment equity, workers’ compensation, safety and other payments to Company Employeeshealth, worker classification (iiincluding employee-independent contractor classification and the proper classification of employees as exempt employees and non-exempt employees), the Worker Adjustment and Retraining Notification Act (“WARN”) is not liable for and any arrears in wagessimilar foreign, severance pay state, provincial or local “mass layoff” or “plant closing” Law. There has been no “mass layoff” or “plant closing” (as defined by WARN or any taxes similar foreign, state, provincial or any penalty for failure to comply with any of the foregoing, and (iiilocal Laws) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefitsRanger within the six (6) months prior to the Closing Date. As of the date hereof, social security to Ranger’s knowledge, no current executive, key employee or other benefits group of employees has given notice of termination of employment or obligations for Company Employees otherwise disclosed plans to Ranger or any of its Subsidiaries to terminate employment with Ranger or any of its Subsidiaries within the next twelve (other than routine payments to be made in the normal course of business and consistent with past practice)12) months.
Appears in 2 contracts
Samples: Merger Agreement (Wright Medical Group Inc), Merger Agreement (Tornier N.V.)
Employment and Labor Matters. (a) Section 3.18(b) As of the Company Disclosure Schedule identifies (i) all directors and officers date of this Agreement, neither the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate nor any of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices its Subsidiaries is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written agreement, labor union contract applicable contract, works council or trade union agreement (each, a “Collective Bargaining Agreement”) and no employee is represented by a labor organization for purposes of collective bargaining or works council with respect to Persons employed by the Company or any of its Subsidiaries. To the knowledge of the Company, nor are therefrom July 1, to 2015 through the Company’s Knowledgedate of this Agreement, any there have been no activities or proceedings of any labor or trade union to organize any such employees of the Company Employeeor any of its Subsidiaries. There have As of the date of this Agreement, no Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries.
(b) From July 1, 2015 through the date of this Agreement, there has been no strikesstrike, slowdownslockout, work stoppages, disputesslowdown, or lockoutswork stoppage against the Company or any of its Subsidiaries pending or, by or with respect to any Company Employee. To the Knowledge knowledge of the Company, there are threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no material employment-related grievances pending charge or Threatened. The complaint against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Entity, and none of the Company nor any of its Subsidiaries is not a party toparty, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority Entity relating to Company Employees employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wagesexcept as would not, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole individually or in part any site of employmentthe aggregate, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect. To the knowledge of the Company, as of the date of this Agreement there is no material claim or material grievance pending or threatened relating to any employment contract, wages and hours, plant closing notification, employment statute or regulation, privacy right, labor disputes, workers’ compensation policy or long-term disability policy, safety, retaliation, immigration or discrimination matters involving any employee of the Company or any Company Subsidiary, including charges of unfair labor practices or harassment, complaints, claims or judicial or administrative proceedings, in each case which are pending or, to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any knowledge of the foregoingCompany, and (iii) is not liable for any payment to any trust or other fund governed by or maintained threatened by or on behalf of any Governmental Authority with respect employees of the Company or Company Subsidiary.
(c) Except as would not reasonably be expected to unemployment compensation benefitshave, social security individually or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course aggregate, a Company Material Adverse Effect, (i) the Company and its Subsidiaries are in compliance with and since July 1, 2013 have complied with all Laws regarding employment and employment practices (including anti-discrimination), terms and conditions of business employment and consistent wages and hours (including classification of employees and independent contractors, and equitable pay practices) and other Laws in respect of any reduction in force (including notice, information and consultation requirements), and (ii) no claims relating to non-compliance with past practice)the foregoing are pending or, to the knowledge of the Company, threatened.
Appears in 2 contracts
Samples: Merger Agreement (Analog Devices Inc), Merger Agreement (Linear Technology Corp /Ca/)
Employment and Labor Matters. Schedule 4.18 sets forth a true and complete list of (a) Section 3.18(b) with respect to each employee of Seller (collectively, the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii“Seller Employees”), sets forth each such individualSeller Employee’s rate of pay or annual compensationname, title, job title description, and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights annualized compensation payable to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility employee for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company carfiscal year, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority (b) with respect to employment policies each independent contractor used by Seller (including consultants and independent sales representatives) (collectively, the “Independent Contractors”), such Independent Contractor’s name, nature of engagement (exclusive or practices brought by or before any Court or Governmental Authority.
(b) To non-exclusive), scope of work, location, length of relationship and payments made to such Independent Contractor for the Company’s Knowledgecurrent fiscal year. Except as set forth on Schedule 4.18, since January 1, 2010, there are has been no controversies pending material change in compensation, by means of wages, salaries, bonuses, gratuities or Threatenedotherwise, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Seller Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect payments to any Company Employee. To the Knowledge Independent Contractor, or any change in compensation to Seller Employees for reimbursable business expenses, in each case made by Seller, or any Other Affiliated Entities in respect of the CompanyBusiness. Seller, there are no material employment-related grievances pending or Threatened. The Company and the Other Affiliated Entities in respect of the Business, have conducted, and Seller currently is not a party toconducting, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is the Business in material compliance with all applicable Laws, contracts, and policies Laws relating to employment, employment and employment practices, wages, hours, and terms and conditions of employment, including wages and hours and nondiscrimination in employment. To Seller’s Knowledge, Seller’s relationship with the obligations Seller Employees is good. There is, and during the past three (3) years there has been, no labor strike, labor dispute, slow-down, work stoppage, labor difficulty or claim by any employee actually pending or, to Seller’s Knowledge, threatened. None of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under Seller Employees is covered by any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARNno collective bargaining agreement is currently being negotiated and, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Companyto Seller’s Knowledge, there are no pending attempt is currently being made or Threatened during the past three (3) years has been made to organize any of such employees to form or reasonably anticipated claims enter into any labor union or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policysimilar organization. The services provided by each None of the Company Employees Independent Contractors used by Seller is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effecttreated, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wagestreated, salaries and other payments to Company Employees, (ii) is not liable as an employee of Seller for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf purposes of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)applicable Law.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Textura Corp), Asset Purchase Agreement (Textura Corp)
Employment and Labor Matters. (a) For each employee of Seller as of the Effective Date, Seller has made available to the Buyer Parties a true, correct and complete list showing each such employee’s (i) name, (ii) title or position (including whether full-time or part-time), (iii) current compensation (including base salary or wage rate, current target bonus entitlement and other incentive or contingent compensation, including eligibility for severance pay under any agreement, policy or other contractual obligation), (iv) hire or retention date, (v) work location, (vi) vacation entitlement formula and amount of accrued but unused vacation, and (vii) a description of the fringe benefits provided to each employee as of the Effective Date (other than employee benefits applicable to all employees). All compensation, including wages, commissions bonuses, fees and other compensation, payable to such employees for services performed has been paid in full in accordance with Seller’s general payroll practices and, except as reflected in the foregoing, there are no outstanding agreements, understandings or commitments of Seller with respect to any compensation, commissions, bonuses or fees. Except for the obligation to continue coverage under COBRA for the eligible participants set forth in Section 3.18(b1.4(d) of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hireSchedule, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights Buyer Parties will not have any Liability relating to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental AuthorityCOBRA participants.
(b) To Seller is not, and has not been since the Company’s KnowledgeCompliance Date, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to to, bound by, or in active negotiations concerning any collective bargaining agreement or other written Contract with a union, works council or labor union contract applicable to Persons employed by organization (collectively, “Union”), and there is not, and has not been since the CompanyCompliance Date, nor are thereany Union representing or, to the CompanySeller’s Knowledge, purporting to represent any activities employee of Seller, and, to Seller’s Knowledge, no Union or proceedings group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There is no pending or, to Seller’ Knowledge, threatened strike, slowdown, work stoppage, lockout, walkout, concerted refusal to work overtime or other similar labor disruption or dispute affecting Seller or any employees of Seller, and no Action in respect of any labor union to organize any such Company Employee. There have been no strikesinvestigation, slowdownsgrievance, work stoppagesarbitration, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation complaint or other Order bylabor dispute or controversy is pending or, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is Seller’s Knowledge, threatened.
(c) Seller is, and since the Compliance Date has been, in compliance, in all material compliance respects, with all applicable LawsLaws pertaining to employment and employment practices to the extent they relate to employees, contractsvolunteers, interns, consultants and policies independent contractors of Seller, including all Laws relating to employmentlabor relations, equal employment opportunities, fair employment practices, employment practicesdiscrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and terms termination of employees, working conditions, meal and conditions break periods, health and safety, workers’ compensation, leaves of employmentabsence, including the obligations of the Worker Adjustment paid sick leave and Retraining Notification Act of 1988, as amended (“WARN”)unemployment insurance, and all classification of employees. There are no Actions against Seller pending, or to Seller’s Knowledge, threatened in writing to be brought or filed, by or with any Governmental Entity or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of Seller, 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, overtime compensation, employee classification, employment-related taxes or penalties, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other notification and bargaining obligations employment related matter arising under any collective bargaining agreementapplicable Laws.
(d) Since the Compliance Date, by Law or otherwise. The Company Seller has not effectuated (i) a “plant closing” as defined in the WARN Act, affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Seller, (ii) a “mass layoff” (as those terms are defined in WARN, the WARN Act) affecting in whole or in part any site of employmentemployment or facility of Seller, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment layoffs or employment terminations sufficient in number to any trust or other fund governed by or maintained by or on behalf trigger application of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)WARN Act.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase and Sale Agreement (Zovio Inc)
Employment and Labor Matters. (a) Section 3.18(b) of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Trooper Material Adverse Effect, (a) Trooper is not a party to or bound by any collective bargaining agreement or other agreement with a labor union, works council or other employee representative body (other than any statutorily mandated agreement in non-U.S. jurisdictions), and there are no such agreements which pertain to employees of Trooper in existence or in negotiation; (b) no employees of Trooper are represented by a labor union, works council or other employee representative body (other than any statutorily mandated representation in non-U.S. jurisdictions); (c) Trooper has not experienced any strike or material grievance, claim of unfair labor practices or other collective bargaining dispute within the extent required by Law past two (2) years; (d) Trooper will not incur any notice, consultation or by Contract, consent obligations with respect to Company Employeesany labor union, works council or other employee representative body in connection with the Company has execution of this Agreement or the consummation of the transactions contemplated hereby and, (e) to Trooper’s knowledge, (i) withheld there are no Actions or any material disputes pending or threatened (A) between Trooper and reported all amounts required any of its employees or independent contractors or (B) by or before any Governmental Body affecting Trooper concerning employment matters, and (ii) there is no current campaign being conducted to be withheld and reported solicit cards from or otherwise organize employees of Trooper or to authorize a labor union, works council or other employee representative body to request that the National Labor Relations Board (or any other Governmental Body) certify or otherwise recognize such a body with respect to employees of Trooper, and Trooper has not been subject to an application by a labor union, works council or other employee representative body to be declared a common or related employer under labor relations legislation. Trooper is in compliance in all material respects with all Laws relating to the employment of labor, including all such Laws relating to wages, salaries hours, human rights, discrimination, pay equity, employment equity, workers’ compensation, safety and other payments to Company Employeeshealth, worker classification (ii) is not liable for including employee-independent contractor classification and the proper classification of employees as exempt employees and non-exempt employees), the WARN and any arrears in wagessimilar foreign, severance pay state, provincial or local “mass layoff” or “plant closing” Law. There has been no “mass layoff” or “plant closing” (as defined by WARN or any taxes similar foreign, state, provincial or any penalty for failure to comply with any of the foregoing, and (iiilocal Laws) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefitsTrooper within the six (6) months prior to the Closing Date. As of the date hereof, social security to Trooper’s knowledge, no current executive, key employee or other benefits group of employees has given notice of termination of employment or obligations for Company Employees otherwise disclosed plans to Trooper or any of its Subsidiaries to terminate employment with Trooper or any of its Subsidiaries within the next twelve (other than routine payments to be made in the normal course of business and consistent with past practice)12) months.
Appears in 2 contracts
Samples: Merger Agreement (Wright Medical Group Inc), Merger Agreement (Tornier N.V.)
Employment and Labor Matters. (a) Section 3.18(b) of Neither the Company Disclosure Schedule identifies (i) all directors and officers nor any of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices its Subsidiaries is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written agreement, labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputescontract, or lockouts, by or with respect to any Company Employeetrade union agreement (each a “Collective Bargaining Agreement”). To the Knowledge of the Company, as of the date of this Agreement, there are no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. As of the date of this Agreement, there is no strike, lockout, slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened that may interfere with the respective business activities of the Company or any of its Subsidiaries. There is no unfair labor practice complaint against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any other Governmental Authority.
(b) Since the Look-back Date, the Company and its Subsidiaries have been in compliance, in all material respects, with applicable Laws with respect to the hiring of employees and employment (including applicable Laws regarding wage and hour requirements, collection and payment of withholding and/or social security Taxes, correct classification of independent contractors and of employees as exempt and non-exempt, immigration status, discrimination in employment-related grievances pending or Threatened, employee health and safety, and collective bargaining). The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is and each of its Subsidiaries has complied in all material compliance respects with all applicable Laws, contractsLaws that could require overtime to be paid to any current or former employee of the Company or any of its Subsidiaries, and policies relating no employee has ever brought or, to employmentthe Knowledge of the Company, employment practicesthreatened to bring a claim for unpaid compensation or employee benefits, including overtime amounts.
(c) Neither the Company nor any of its Subsidiaries is materially delinquent in material payments to any of its current or former employees for any earned wages, hourssalaries, and terms and conditions of employmentcommissions, including the obligations bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such employees or in payments owed upon any termination of the Worker Adjustment employment of any such employees.
(d) To the Knowledge of the Company, neither it nor any of its Subsidiaries’ employees is obligated under any Contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any Order of any court or administrative agency, that would interfere with the use of such employee’s best efforts to promote the interests of the Company and Retraining Notification Act its Subsidiaries or that would conflict with the Company’s or any of 1988, its Subsidiaries’ business as amended proposed to be conducted.
(“WARN”e) Except as set forth on Section 2.19(e), and all other notification and bargaining obligations arising under to the Knowledge of the Company, (i) no officer or key employee, or that any collective bargaining group of key employees, intends to terminate their employment with the Company or any of its Subsidiaries, nor does the Company have a present intention to terminate the employment of any of the foregoing, (ii) no officer or key employee has received an offer to join a business that is competitive with the Company’s business or (iii) no officer or key employee is a party to or is bound by any confidentiality agreement, noncompetition agreement or other contract (with any Person) that would materially interfere with: (A) the performance by Law such officer or otherwise. The Company has not effectuated a “plant closing” employee of any of his duties or “mass layoff” responsibilities as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit an officer or employee of the Company, without complying with all provisions of WARN ; or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To (B) the Company’s Knowledge, there are no pending and its Subsidiaries’ business or Threatened or reasonably anticipated claims or actions against operations.
(f) The employment of all Persons and officers employed by the Company or any Company trustee under of its Subsidiaries is terminable at will without any worker’s penalty or severance obligation of any kind on the part of the employer except as required by Law. All sums due for employee compensation policy or long-term disability policy. The services provided by each and benefits and all vacation time owing to any employees of the Company Employees is terminable at or any of its Subsidiaries have been duly and adequately accrued on the will accounting records of the Company and or any such termination would result in no Liability to of its Subsidiaries.
(g) To the Knowledge of the Company, each current and former employee, officer and consultant of the Company or any of its Subsidiaries has executed a proprietary information and inventions agreement or similar agreement. Except To the Knowledge of the Company, neither it nor any of its Subsidiaries’ current or former employees, officers or consultants are or were, as would not reasonably be expected to have a Company Material Adverse Effectthe case may be, in violation thereof, and the Company will take reasonable efforts to prevent such violation prior to Closing. To the extent required by Law or by ContractKnowledge of the Company, other than with respect to exclusions previously accepted by the Company Employeesinvolving works or inventions unrelated to the business of the Company, no current or former employee, officer or consultant of the Company has (i) withheld excluded works or inventions made prior to his or her employment or consulting relationship with the Company from his, her or its assignment of inventions pursuant to such employee, officer or consultant’s proprietary information and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)inventions agreement.
Appears in 2 contracts
Employment and Labor Matters. (a) Section 3.18(b) Neither Parent nor any of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights its Subsidiaries is a party to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority Collective Bargaining Agreement with respect to employment policies employees of Parent or practices brought any of its Subsidiaries (each, an “Parent Employee”) that has had or could reasonably be expected to have a Parent Material Adverse Effect, other than those that Parent or any of its Subsidiaries may be deemed to be a party to or bound by or before any Court or Governmental Authority.
(b) as a result of doing business in a particular jurisdiction. To Parent’s knowledge, as of the Company’s Knowledgedate hereof, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union or trade union, staff association or other body to organize any Parent Employee where such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, activities or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not proceedings could reasonably be expected to have a Company Parent Material Adverse Effect. No material Collective Bargaining Agreement is being negotiated by Parent or, and to the extent required by Law or by ContractParent’s knowledge, any of its Subsidiaries with respect to Company any Parent Employees. Since January 1, 2015, there has been no actual, or to Parent’s knowledge, threatened unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against or affecting Parent or any of its Subsidiaries involving Parent Employees that would, individually or in the Company aggregate, reasonably be expected to have a Parent Material Adverse Effect and there are no circumstances which could or might give rise to any such dispute that would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent is, and has been, in compliance with all Laws regarding employment and employment practices, terms and conditions of employment and wages and hours (iincluding classification of employees) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments Laws in respect of any reduction in force, including notice, information and consultation requirements, except where any such noncompliance would not, individually or in the aggregate, be reasonably expected to Company Employeeshave a Parent Material Adverse Effect. There are no material outstanding assessments, (ii) is penalties, fines, Liens, charges, surcharges, or other amounts due or owing by Parent pursuant to any workplace safety and insurance/workers’ compensation Laws, Parent has not liable for been reassessed in any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of material respect under such Laws during the foregoingpast three years, and (iii) is Parent has not liable for received any payment claims under such Laws, in each case, that could reasonably be expected to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Atwood Oceanics Inc), Merger Agreement (Ensco PLC)
Employment and Labor Matters. (a) Section 3.18(b) of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Visor Material Adverse Effect, (a) Visor is not a party to or bound by any collective bargaining agreement or other agreement with a labor union, works council or other employee representative body (other than any statutorily mandated agreement in non-U.S. jurisdictions), and there are no such agreements which pertain to employees of Visor in existence or in negotiation; (b) no employees of Visor are represented by a labor union, works council or other employee representative body (other than any statutorily mandated representation in non-U.S. jurisdictions); (c) Visor has not experienced any strike or material grievance, claim of unfair labor practices or other collective bargaining dispute within the extent required by Law past two (2) years; (d) Visor will not incur any notice, consultation or by Contract, consent obligations with respect to Company Employeesany labor union, works council or other employee representative body in connection with the Company has execution of this Agreement or the consummation of the transactions contemplated hereby and, (e) to Visor’s Knowledge, (i) withheld there are no Actions or any material disputes pending or threatened (A) between Visor and reported all amounts required any of its employees or independent contractors or (B) by or before any Governmental Body affecting Visor concerning employment matters, and (ii) there is no current campaign being conducted to be withheld and reported solicit cards from or otherwise organize employees of Visor or to authorize a labor union, works council or other employee representative body to request that the National Labor Relations Board (or any other Governmental Body) certify or otherwise recognize such a body with respect to employees of Visor, and Visor has not been subject to an application by a labor union, works council or other employee representative body to be declared a common or related employer under labor relations legislation. Visor is in compliance in all material respects with all Laws relating to the employment of labor, including all such Laws relating to wages, salaries hours, human rights, discrimination, pay equity, employment equity, workers’ compensation, safety and other payments to Company Employeeshealth, worker classification (ii) is not liable for including employee-independent contractor classification and the proper classification of employees as exempt employees and non-exempt employees), the WARN and any arrears in wagessimilar foreign, severance pay state, provincial or local “mass layoff” or “plant closing” Law. There has been no “mass layoff” or “plant closing” (as defined by WARN or any taxes similar foreign, state, provincial or any penalty for failure to comply with any of the foregoing, and (iiilocal Laws) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefitsVisor within the six (6) months prior to the Closing Date. As of the date hereof, social security to Visor’s Knowledge, no current executive, key employee or other benefits group of employees has given notice of termination of employment or obligations for Company Employees otherwise disclosed plans to Visor or any of its Subsidiaries to terminate employment with Visor or any of its Subsidiaries within the next twelve (other than routine payments to be made in the normal course of business and consistent with past practice)12) months.
Appears in 2 contracts
Samples: Merger Agreement (Vision Sciences Inc /De/), Merger Agreement (Uroplasty Inc)
Employment and Labor Matters. (a) Section 3.18(b) of Neither the Company Disclosure Schedule identifies (i) all directors and officers nor any of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices its Subsidiaries is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written agreement, labor union contract applicable to Persons employed by contract, or trade union agreement (each, a “Collective Bargaining Agreement”) covering employees in the United States or Canada. To the knowledge of the Company, nor as of the date hereof, there are there, to the Company’s Knowledge, any no material activities or proceedings of any labor or trade union to organize any such employees of the Company Employeeor any of its Subsidiaries. There have been Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, as of the date hereof, (i) there is no strikesstrike, slowdownslockout, work stoppages, disputesslowdown, or lockoutswork stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened; (ii) there is no pending charge or complaint against the Company or any of its Subsidiaries by the National Labor Relations Board or with respect to any Company Employee. To the Knowledge comparable Governmental Entity; (iii) none of the Company, there Company and its Subsidiaries are no material employment-related grievances pending or Threatened. The Company is not a party toparty, or to the knowledge of the Company otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority Entity relating to Company Employees employees or employment policies or practices. The ; (iv) the Company is in material compliance and its Subsidiaries have complied with all applicable LawsLaws regarding employment and employment practices (including anti-discrimination), contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employmentemployment and wages and hours (including classification of employees and equitable pay practices) and other Laws in respect of any reduction in force (including notice, including information and consultation requirements), and no claims relating to non-compliance with the obligations foregoing are pending or, to the Company’s knowledge, threatened; and (v) to the knowledge of the Company, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts required to be paid that are due or owing by the Company pursuant to any workplace safety and insurance/workers’ compensation Laws.
(b) Neither the Company nor any of its Subsidiaries has incurred or expects to incur any material liability or obligation under the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company regulations promulgated thereunder or any Company trustee under any worker’s compensation policy similar state or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by local Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)United States, which material liability or obligation remains unsatisfied.
Appears in 2 contracts
Samples: Merger Agreement (Sherwin Williams Co), Merger Agreement (Valspar Corp)
Employment and Labor Matters. (a) Section 3.18(b3.17(a) of the Company Seller Disclosure Schedule identifies (i) all directors sets forth an accurate and officers complete list of the Company and (ii) all employees and consultants employed independent contractors currently performing services for the Seller, including each employee on leave of absence or engaged by layoff status, along with the Company andposition, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number engagement or seniority, compensation and type of shares of Company Stocknon-standard benefits, Company Options scheduled or contemplated increases in compensation and Company Warrants (benefits, scheduled or other optionscontemplated promotions, warrants accrued but unused sick and vacation leave or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type and service credited for purposes of leave, and, vesting and eligibility to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month periodparticipate under any Seller Plan with respect to such Persons. To the CompanySeller’s Knowledge, none no employee of the Company’s Seller intends to terminate his or her employment policies with the Seller.
(b) Except as set forth on Section 3.17(b) of the Seller Disclosure Schedule: (i) Seller is not, and has not been, a party to or practices is currently being audited or investigated bound by any Governmental Authority or Court. To the Company’s Knowledgecollective bargaining, there is no pending or Threatened Actionworks council, unfair labor practice charge, employee representative or other charge Contract with any labor union, works council or inquiry against representative of any employee group, nor is any such Contract being negotiated by the Company brought Seller; (ii) the Seller has no Knowledge of any union organizing, election or other activities made or threatened at any time within the past three years by or on behalf of any Company Employeeunion, prospective employeeworks council, employee representative or other labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings group of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or employees with respect to any Company Employeeemployees of the Seller; and (iii) there is no union, works council, employee representative or other labor organization, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted in connection with the transactions contemplated by this Agreement.
(c) Since its inception, the Seller has not experienced any labor strike, picketing, slowdown, lockout, employee grievance process or other work stoppage or labor dispute, nor to the Seller’s Knowledge is any such action threatened. To the Knowledge Seller’s Knowledge, no event has occurred or circumstance exists that could reasonably be expected to give rise to any such action, nor does the Seller contemplate a lockout of the Company, there are no any employees.
(d) The Seller has complied in all material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance respects with all applicable Laws, contracts, Laws and its own policies relating to employmentlabor and employment matters, including fair employment practices, wages, hours, and terms and conditions of employment, including contractual obligations, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, workers’ compensation, the obligations payment of social security and similar Taxes, occupational safety and plant closing.
(e) There is no Proceeding pending or, to the Worker Adjustment and Retraining Notification Act Seller’s Knowledge, threatened against or affecting the Seller relating to the alleged violation by the Seller (or its directors or officers) of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law pertaining to labor relations or otherwiseemployment matters. The Company Seller has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part committed any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window programunfair labor practice, nor has there been any charge or complaint of unfair labor practice filed or, to the Company planned or announced any such action or program for the future. To the CompanySeller’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions threatened against the Company Seller before any Governmental Authority. There has been no complaint, claim or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each charge of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability discrimination filed or, to the Company. Except as would not reasonably be expected to have a Company Material Adverse EffectSeller’s Knowledge, and to threatened, against the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply Seller with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)Authority.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(bSchedule 2.10 lists each officer and employee of Seller (including any retired employee or any employee on leave of absence or layoff status but excluding employees at the Rock Falls plant) exclusively involved in the Business on the date hereof, along with the amount of the Company Disclosure Schedule identifies (i) all directors current annual salaries and officers of the Company and (ii) all employees and consultants employed total compensation paid or engaged by the Company anddue for services to each officer, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility employee for the current calendar most recent fiscal year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authorityend.
(b) To the Company’s KnowledgeExcept as set forth on Schedule 2.10, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company Seller is not a party to or bound by any collective bargaining agreement with any labor organization, group or other written labor union contract applicable association covering any of its employees, and to Persons employed the Knowledge (as defined in Section 10.1) of Seller there is no current attempt to organize Seller's employees by the Companyany Person, nor unit or group seeking to act as their bargaining agent. There are thereno pending or, to the Company’s KnowledgeKnowledge of Seller, any activities threatened charges (by employees, their representatives or proceedings governmental authorities) of unfair labor practices or of employment discrimination or of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or other wrongful action with respect to any Company Employeeaspect of employment of any person employed or formerly employed by Seller. To Within the Knowledge last two years, Seller has received no written notice of the Companyscheduling by any governmental agency or authority, there are no material employment-related grievances pending of any union representation election relating to the employees of Seller or Threatened. The Company is not a party toany organizational effort with respect to any of such employees, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or investigation of Seller's employment policies or practicespractices by any governmental agency or authority. The Company Seller is not currently involved in labor negotiations with any unit or group seeking to become the bargaining unit for any employees of Seller. Within the last two years, Seller has not experienced any material compliance work stoppages.
(c) Seller has complied in all material respects with all applicable Laws, contracts, laws and policies regulations relating to employmentthe employment of labor, including, without limitation, any provisions thereof relating to wages, hours, benefits, worker's compensation, employment practices, wages, hours, and terms and conditions of employment, including immigration, collective bargaining, equal opportunity or similar laws and the obligations payment of the Worker Adjustment social security and Retraining Notification Act of 1988, as amended (“WARN”)similar taxes, and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any material arrears in wages, severance pay of wages or any material taxes or any penalty penalties for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice).
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(b) To the knowledge of the Company Disclosure Schedule identifies Seller, the Transferred Subs or any Affiliate of Seller's that is an employer of a Mismatched Employee (a "Mismatched Employer"), with respect to any Business Employee:
(i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets Except as set forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledgeon Schedule 3.21, none of the Company’s employment policies Seller, Transferred Subs or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there Mismatched Employers are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement Collective Bargaining Agreement or other written labor or union contract applicable contract;
(ii) there are no unfair labor practice charges pending or threatened against the Seller, Transferred Subs or Mismatched Employers before the National Labor Relations Board or any similar state or foreign agency;
(iii) there are no current questions regarding union representation questions;
(iv) no union, works council, or other employee representative body claims to Persons employed represent or is recognized or accepted by the CompanySeller, nor are therethe Transferred Subs or Mismatched Employers for purposes of collective bargaining, to the Company’s Knowledge, any activities negotiation or proceedings consultation;
(v) there is no grievance arising out of any labor union to organize any such Company Employee. There Collective Bargaining Agreement or other grievance procedure;
(vi) there have been no strikes, labor disputes, slowdowns, work stoppages, disputes, stoppages or lockouts, by or with respect to any Company Employee. To lockouts during the Knowledge of the Company, past five years;
(vii) there are no material employment-related grievances pending or Threatened. The Company is not a party toany material organizational effort currently being made or threatened;
(viii) the Seller, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is Transferred Subs and Mismatched Employers have at all times been in material compliance with all applicable Laws, contracts, and policies laws relating to employment, employment and employment practices, wagesincluding, hourswithout limitation, and terms and conditions of employment, including wages, hours of work, occupational safety and health, collective bargaining, the obligations payment of social security and other payroll or similar taxes, equal employment opportunity, employment discrimination or harassment;
(ix) none of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company EmployeesSeller, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not Transferred Subs or Mismatched Employers are liable for any arrears in wages, severance pay of wages or any taxes or any penalty penalties for failure to comply with any of the foregoing;
(x) none of the Seller, the Transferred Subs or Mismatched Employers are in receipt of a notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation and no such investigation is in progress; and
(xi) there are no Actions pending or threatened, between the Seller, the Transferred Subs or Mismatched Employers and any Business Employee or any current or former employee, applicants or class thereof of the Seller, Transferred Subs or Mismatched Employers alleging breach of any express or implied contract for employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship excluding individual Actions where potential liability is less than $250,000 provided that such Actions excluded from Schedule 3.21 do not exceed $500,000 in the aggregate.
(b) In the past five years, there has been no (i) "plant closing" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility related to the Business, (ii) "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility related to the Business or (iii) any collective redundancies, social plan, layoffs or employment terminations sufficient in number to trigger application of any state or local law similar in effect to the WARN Act.
(c) If requested by the Purchaser, the Seller shall under- take to provide prior to Closing and within a reasonable period of time following such request, a complete and accurate list (redacted where necessary for the purposes of applicable data protection or privacy laws) of the following information for each (i) Transferred Employee; (ii) Transferred Sub Employee; and (iii) Mismatched Employee, 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 March 31, 2001; accrued but unused vacation; and service history.
(d) To the knowledge of Seller, Transferred Subs or Mismatched Employers, no former or current (i) Transferred Employee; (ii) Transferred Sub Employee; or (iii) Mismatched Employee is not liable for a party to or otherwise bound by any payment agreement or arrangement, including any confidentiality, non-competition or proprietary rights agreement, between such employee or director and any other Person, including the Seller, Transferred Subs and Mismatched Employers, that in any way adversely affected, affects, or will affect (i) the employee's right to any trust perform his duties as an employee of the Business or other fund governed by or maintained by or on behalf (ii) the ability of any Governmental Authority with respect the Purchaser to unemployment compensation benefits, social security or other benefits or obligations for Company Employees conduct the Business.
(other than routine payments to be made e) All employees who are engaged primarily in the normal course operation of business and consistent with past practice)the Business in the United States are employed by Seller.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(b) As of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company anddate hereof, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company carAgEagle is not, and average overtime paymentshas not been, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written agreement, labor union contract applicable contract, or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization for purposes of collective bargaining with respect to Persons employed by AgEagle. To the Companyknowledge of AgEagle, nor as of the date hereof, there are there, to the Company’s Knowledge, any no activities or proceedings of any labor or trade union to organize any such Company Employeeemployees of AgEagle. There have been As of the date hereof, no strikesCollective Bargaining Agreement is being negotiated by AgEagle. As of the date hereof, slowdownsthere is no strike, work stoppageslockout, disputesslowdown, or lockoutswork stoppage against AgEagle pending or, by to the knowledge of AgEagle, threatened, that may interfere in any material respect with the business activities of AgEagle taken as a whole. Except as would not have, individually or with respect to any Company Employee. To in the Knowledge of the Companyaggregate, a Material Adverse Effect, there are is no material employment-related grievances pending charge or Threatened. The Company complaint against AgEagle by the National Labor Relations Board or any comparable Governmental Entity, and AgEagle is not a party toparty, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority Entity relating to Company Employees employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, AgEagle has complied with all applicable Laws regarding employment and to the extent required by Law or by Contractemployment practices, with respect to Company Employees, the Company has terms and conditions of employment and wages and hours (iincluding classification of employees) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employeesapplicable Laws in respect of any reduction in force, (ii) is not liable for any arrears in wagesincluding notice, severance pay information and consultation requirements. There are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or any taxes other amounts due or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment owing by AgEagle pursuant to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment workplace safety and insurance/workers’ compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)Laws.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(b) Neither Parent nor any of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights its Subsidiaries is a party to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority Collective Bargaining Agreement with respect to employment policies employees of Parent or practices brought any of its Subsidiaries (each, an “Parent Employee”) that has had or could have a Parent Material Adverse Effect, other than those that Parent or any of its Subsidiaries may be deemed to be a party to or bound by or before any Court or Governmental Authority.
(b) as a result of doing business in a particular jurisdiction. To Parent’s knowledge, as of the Company’s Knowledgedate hereof, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union or trade union, staff association or other body to organize any Parent Employee where such Company Employeeactivities or proceedings could have a Parent Material Adverse Effect. There have No material Collective Bargaining Agreement is being negotiated by Parent or, to Parent’s knowledge, any of its Subsidiaries with respect to any Parent Employees. Since January 1, 2018, there has been no actual, or to Parent’s knowledge, threatened unfair labor practice charges, grievances, arbitrations, strikes, slowdownslockouts, work stoppages, disputesslowdowns, picketing, hand billing or lockoutsother labor disputes against or affecting Parent or any of its Subsidiaries involving Parent Employees that would, by individually or with respect to any Company Employee. To in the Knowledge of the Companyaggregate, have a Parent Material Adverse Effect and there are no material employment-related grievances pending circumstances which could or Threatenedmight give rise to any such dispute that would, individually or in the aggregate, have a Parent Material Adverse Effect. The Company is not a party toParent is, or otherwise bound byand has been, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, Laws regarding employment and policies relating to employment, employment practices, wages, hours, and terms and conditions of employmentemployment and wages and hours (including classification of employees) and other Laws in respect of any reduction in force, including the obligations of the Worker Adjustment notice, information and Retraining Notification Act of 1988consultation requirements, as amended (“WARN”)except where any such noncompliance would not, and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole individually or in part any site of employmentthe aggregate, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or be reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Parent Material Adverse Effect. There are no material outstanding assessments, and to the extent required penalties, fines, Liens, charges, surcharges, or other amounts due or owing by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment Parent pursuant to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment workplace safety and insurance/workers’ compensation benefitsLaws, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)each case, that could have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Noble Corp)
Employment and Labor Matters. Except as set forth on the attached Employment and Labor Matters Schedule:
(a) Section 3.18(b) of the Company Disclosure Schedule identifies (i) all directors and officers of Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, nor has any of them experienced any strike or material grievance, claim of unfair labor practices, or other collective bargaining dispute within the past two years and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledgeknowledge, none (x) there are no disputes pending or threatened between the Company or any of its Subsidiaries and any of their employees and (y) there are no current union representation questions involving employees of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authorityof its Subsidiaries.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have has been no strikes, slowdowns, work stoppages, disputes, “mass layoff” or lockouts, “plant closing” (as defined by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act Act) with respect to the Company or any of 1988its Subsidiaries within the last six months.
(c) Except as required by Law or as set forth on the attached Employment and Labor Matters Schedule, as amended the employees of the Company are “at will” and neither the Company nor its Subsidiaries employs or engages any employee or independent contractor who cannot be dismissed immediately, whether currently or immediately after the transactions contemplated by this Agreement, without notice and without further liability to the Company or its Subsidiaries.
(“WARN”)d) All current employees of the Company and its Subsidiaries who work in the United States are, and all other notification former employees of the Company and bargaining obligations arising under any collective bargaining agreementits Subsidiaries who worked in the United States whose employment terminated, by Law voluntarily or otherwiseinvoluntarily, within the three years prior to the date hereof, were legally authorized to work in the United States. The Company and its Subsidiaries have completed and retained the necessary employment verification paperwork under the Immigration Reform and Control Act of 1986 (“IRCA”) for the employees hired prior to the date hereof. Further, at all times prior to the Closing Date, the Company and its Subsidiaries were in material compliance with both the employment verification provisions (including the paperwork and documentation requirements) and the anti-discrimination provisions of IRCA.
(e) The Company, including its officers, has not effectuated a “plant closing” received within the past five years any notice of intent by any Governmental Body responsible for the enforcement of labor or “mass layoff” as those terms are defined in WARNemployment Laws to conduct an investigation relating to the Company and, affecting in whole or in part any site of employment, facility, operating unit or employee to the knowledge of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any no such action or program for the futureinvestigation is in progress. To the Company’s Knowledge, there There are no pending or Threatened or reasonably anticipated claims or actions threatened claims against the Company or any Company trustee under any worker’s workers’ compensation plan or policy or for long-term disability policy. disability.
(f) The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability its Subsidiaries are compliance with all Laws relating to the Company. Except as would not reasonably be expected labor and employment, including to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect those related to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoinghours, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)discrimination.
Appears in 1 contract
Samples: Merger Agreement (Polyone Corp)
Employment and Labor Matters. (a) Section 3.18(b3.17(a) of the Company Disclosure Schedule identifies is a true, correct and complete list of all Persons who are employees, consultants, or contractors of Sabine as of the date hereof, and sets forth for each such individual the following: (i) all directors and officers of the Company and name; (ii) all employees title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and consultants employed or engaged by (vi) a description of the Company and, for each individual identified in clauses (i) or (ii), sets forth fringe benefits provided to each such individual’s rate individual as of pay or annual the date hereof. As of the date hereof, and subject to payment of payroll in the Ordinary Course of Business, all compensation, job title commissions, bonuses, and date fringe benefits payable to Employees, consultants, or contractors of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (Sabine for services performed on or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, date hereof have been paid in full and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending outstanding agreements, understandings or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings commitments of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or Sabine with respect to any Company Employeecommissions, bonuses or increases in compensation. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company Sabine is not a party to, or otherwise bound by, any consent decree with, or citation collective bargaining or other Order byContract with a labor organization representing any of its employees, and there are no labor organizations representing, purporting to represent or, to Seller’s Knowledge, attempting to represent any employee. Since January 1, 2010 there has not been, nor has there been any threat of, any Governmental Authority relating strike, slowdown, work stoppage, lockout, concerted refusal to Company Employees work overtime or employment policies other similar labor activity or practices. The Company dispute affecting Sabine or any of its employees.
(b) Sabine is and has been in material compliance with all applicable LawsLaws pertaining to employment and employment practices to the extent they relate to the Sabine Employees, contracts, and policies including all Laws relating to employmentlabor relations, equal employment opportunities, fair employment practices, employment practicesdiscrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, health and terms safety, workers’ compensation, leaves of absence and conditions of employmentunemployment insurance. All individuals characterized and treated by Sabine as consultants or contractors are properly treated as independent contractors under all applicable Laws. There are no Actions against Sabine pending, including or to the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the CompanySeller’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required threatened to be withheld and reported brought or filed, by or with respect any Governmental Authority or arbitrator in connection with the employment of any current or former employee, consultant or independent contractor, including, without limitation, any claim relating to wagesunfair labor practices, salaries and other payments to Company Employeesemployment discrimination, (ii) is not liable for any arrears in wagesharassment, severance retaliation, equal pay or any taxes other employment related matter arising under applicable Laws.
(c) To Seller’s Knowledge, no Sabine Employee, officer, independent contractor, director, management or Affiliate of Sabine has any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust direct or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made indirect interests in the normal course business of business and consistent with past practice)Sabine competitors.
Appears in 1 contract
Employment and Labor Matters. (a) (i) there are no collective bargaining agreements or other Contracts currently in effect between the Company or any of its Subsidiaries and labor unions or organizations representing any of the employees of the Company or any of its Subsidiaries, (ii) neither the Company nor any of its Subsidiaries is the subject of any material Proceeding that asserts that the Company or any of its Subsidiaries has committed an unfair labor practice or that seeks to compel the Company or any of its Subsidiaries to bargain with any labor union or labor organization nor is there pending or, to the Knowledge of the Company and the Principal Shareholder, threatened, labor strike, dispute, walk-out, work stoppage, slow-down, labor picketing or lockout involving the Company or any of its Subsidiaries, and (iii) to the Knowledge of the Company and the Principal Shareholder, there are no union organizational drives in progress with respect to the employees of the Company or any of its Subsidiaries, nor has there been for the past three (3) years.
(b) Section 3.18(b3.17(b) of the Company Disclosure Schedule identifies (i) all directors contains a true and officers correct list of the following information for each employee and independent contractor of the Company and (iieach Subsidiary, including each employee on leave of absence or layoff status: name; job title; date of hiring or engagement; date of commencement of employment or engagement; current compensation paid or payable and any change in compensation since December 31, 2010; sick and vacation leave that is accrued but unused; and service credited for purposes of vesting and eligibility to participate under any Company Plan, or any other employee benefit plan. Except as set forth in Section 3.17(b) of the Company Disclosure Schedule, all employees and consultants employed or engaged by of the Company andand each of its Subsidiaries are at will, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (no severance or other optionsamounts are payable to such employees upon termination of employment, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority than with respect to employment policies or practices brought by or before any Court or Governmental Authorityvested rights under the Company Plans and Company Option Plans.
(bc) To the Company’s Knowledge, there are no controversies pending or Threatened, between Knowledge of the Company and any the Principal Shareholder, all of the workers of the Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by and each Subsidiary are either United States citizens, lawful permanent residents of the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputesUnited States, or lockouts, by or with respect are otherwise authorized to any Company Employeework in the United States. To the Knowledge of the CompanyCompany and the Principal Shareholder, there are no material employment-related grievances pending or Threatened. The the Company is and each Subsidiary’s (a) employment practices, including, but not a party limited to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority those relating to Company Employees or the hiring and retention of workers, and (b) employment policies or practices. The Company is records, including, but not limited to, its Employment Eligibility Verification Forms (Form I-9) and all record keeping and retention practices in material support thereof, are in compliance with all applicable Laws, contractsincluding without limitation all applicable drug and alcohol testing requirements of each Aviation Authority. The Company has not received any written notices of violation or potential violation of any such Laws, and policies relating to employmentthe Knowledge of the Company and the Principal Shareholder, employment practicesthere are no conditions or circumstances which might lead to the Company receiving any such notice of violation or potential violation.
(d) Section 3.17(d) of the Company Disclosure Schedule states the number of employees terminated by the Company and each Subsidiary since December 31, wages, hours2010, and terms contains a complete and conditions accurate list of the following information for each employee of the Company and such Subsidiary who has been terminated or laid off, or whose hours of work have been reduced by more than fifty percent (50%) by the Company or any Subsidiary, since December 31, 2010: (i) the date of such termination, layoff or reduction in hours; and (ii) the reason for such termination, layoff or reduction in hours. Except as disclosed on Section 3.17(d), neither the Company nor any Subsidiary has obligations of any kind to any of such former employees.
(e) Except as set forth in Section 3.17(e) of the Company Disclosure Schedule, neither the Company nor any Subsidiary has (i) agreements with any employees, written or oral, concerning term of employment, including compensation, benefits, or severance and (ii) written or oral employee policies, whether set forth in an employee manual, employee statement of policy, work rules for any employee or group of employees, or otherwise.
(f) Neither the obligations of Company nor any Subsidiary has violated the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARNWARN Act”), and all other notification and bargaining obligations arising under ) or any collective bargaining agreement, by Law similar state or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee local legal requirement.
(g) To the Knowledge of the CompanyCompany and the Principal Shareholder, without complying with all provisions no employee or contractor of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under Subsidiary is bound by any worker’s compensation policy contract that purports to limit his or long-term disability policy. The services provided by each of her ability (i) to engage in or continue or perform any conduct, activity, duties or practice relating to the Business, or (ii) to assign to the Company Employees is terminable at or any Subsidiary or to any other Person any rights to any invention, improvement, or discovery. To the will Knowledge of the Company and any such termination would result in the Principal Shareholder, no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law former or by Contract, with respect to Company Employees, current employee of the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes Subsidiary is a party to, or is otherwise bound by, any penalty for failure contract that in any way adversely affected, affects, or will affect the ability of Parent to comply with any of conduct the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)Business as currently conducted.
Appears in 1 contract
Samples: Merger Agreement (Air Methods Corp)
Employment and Labor Matters. (a) Section 3.18(b) of Neither the Company Disclosure Schedule identifies (i) all directors and officers nor any of the Company and (ii) all employees and consultants employed its Subsidiaries is a party to or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated bound by any Governmental Authority or Court. To the Company’s Knowledgecollective bargaining agreement, there is no pending or Threatened Actionlabor union contract, unfair labor practice chargeindustrial agreement, trade union agreement, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, Contract with a labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not each a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee"Collective Bargaining Agreement"). To the Knowledge of the Company, there are are, and for the past three (3) years have been, no (i) activities or proceedings of any labor organization to organize any Employees of the Company or any of its Subsidiaries or (ii) labor organizing activities among Employees. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There is, and for the past three (3) years has been, no strike, lockout, slowdown, work stoppage, or other material employment-related grievances labor dispute pending or, to the Knowledge of the Company, threatened against the Company or Threatenedany of its Subsidiaries. With respect to the transactions contemplated by this Agreement, the Company and its Subsidiaries have satisfied all notice, consultation, consent, and bargaining obligations owed to Employees and their representatives under applicable Law or Collective Bargaining Agreement.
(b) The Company and its Subsidiaries are, and for the past three (3) years have been, in compliance in all material respects with applicable Laws with respect to labor and employment (including applicable Laws regarding wage and hour requirements, correct classification of independent contractors and of Employees as exempt and non-exempt, immigration status, discrimination in employment, Employee health and safety, rest hours, obligatory compensations, obligatory guarantees and collective bargaining). Except as would not result in material liability to the Company or any of its Subsidiaries: (i) the Company and its Subsidiaries have paid all wages, salaries, wage premiums, commissions, bonuses, fees, and other compensation which have come due and payable to their Employees and independent **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** contractors under applicable Law, Contract or company policy; and (ii) neither the Company nor any of its Subsidiaries is not a party toliable for any fines, taxes, interest, or otherwise bound byother penalties for any failure to pay or delinquency in paying such compensation.
(c) In the past three (3) years, neither the Company nor any consent decree with, of its Subsidiaries has implemented or citation announced any location closing or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of employee layoff implicating the Worker Adjustment and Retraining Notification Act of 19881988 or any similar applicable foreign, as amended (“WARN”)state, and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwiselocal Law. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARNmade available to Parent the name, affecting in whole or in part any site work location, and termination date of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against each Employee terminatedby the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made its Subsidiaries in the normal course of business and consistent with past practice)ninety (90) days immediately preceding the Closing Date.
Appears in 1 contract
Samples: Purchase Agreement
Employment and Labor Matters. (a) Section 3.18(b) of the Company Disclosure Except as set forth on Schedule identifies 3.19(a):
(i) all directors there are no Actions pending or, to the Knowledge of any Seller Entity, threatened, between any Seller Entity and officers any Selected Employee or any employee or former employee of any of the Company and Acquired Subsidiaries;
(ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices no Acquired Subsidiary is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor or union contract and no Seller Entity is a party to any collective bargaining agreement or other labor or union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities Selected Employee or proceedings any employee or former employee of any of the Acquired Subsidiaries;
(iii) there are no unfair labor practice complaints pending or threatened against the Seller or any Seller Entity before the National Labor Relations Board or any similar state or foreign agency or any current union representation questions involving any Selected Employee or any employee or former employee of any of the Acquired Subsidiaries;
(iv) no union claims to organize represent any Selected Employee or any employee or former employee of any of the Acquired Subsidiaries, and no union, works council or other employee representative body is recognized or accepted by any Seller Entity for collective bargaining, negotiation or consultation purposes in respect of all or any of such Company Employee. There have been Persons;
(v) there is no grievance arising out of any collective bargaining agreement or other grievance procedure asserted by any Selected Employee or any employee or former employee of any of the Acquired Subsidiaries, whether arising by custom and practice or otherwise;
(vi) no Seller Entity has Knowledge of any strikes, labor disputes, slowdowns, work stoppages, disputes, stoppages or lockouts, lockouts by or with respect to any Company Employee. To employees of the Seller Entity during the past five years;
(vii) to the Knowledge of the CompanySeller Entities, there are no material employment-related grievances pending organizational effort is currently being made or Threatened. The Company is not a party tothreatened involving any of the Seller’s or any Acquired Subsidiary’s employees; Table of Contents
(viii) to the Knowledge of the Seller Entities, or otherwise bound bythe Seller and each Acquired Subsidiary are, any consent decree withand have at all times been, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies laws relating to employment, employment and employment practices, wagesincluding without limitation, hours, and provisions thereof relating to terms and conditions of employment, including wages, hours of work, occupational safety and health, collective bargaining, the obligations payment of the Worker Adjustment social security and Retraining Notification Act of 1988other payroll or similar taxes, as amended (“WARN”)equal employment opportunity, employment discrimination or harassment, and all other notification and bargaining obligations arising under are not engaged in any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” unfair labor practices as those terms are defined in WARNthe National Labor Relations Act or other applicable law, affecting in whole ordinance or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination regulation other than failures to comply which would not result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to ;
(ix) neither the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) Seller nor any Acquired Subsidiary is not liable for any arrears in wages, severance pay of wages or any taxes or any penalty penalties for failure to comply with any of the foregoing;
(x) the Seller and the Acquired Subsidiaries have not received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to the Seller or any Acquired Subsidiary and no such investigation is in progress; and
(iiixi) is not liable for any payment to any trust there are no complaints, lawsuits or other fund governed by or maintained proceedings pending or, to the Knowledge of the Seller Entities, threatened in any forum by or on behalf of any Governmental Authority present or former employee of the Seller or any Acquired Subsidiary, any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract for employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with respect to unemployment compensation benefitsthe employment relationship.
(b) Except as set forth on Schedule 3.19(b), since the enactment of the WARN Act, there has been no:
(i) “plant closing” (as defined in the WARN Act) affecting any Acquired Centers or Acquired Subsidiaries;
(ii) “mass layoff” (as defined in the WARN Act) affecting any Acquired Centers or Acquired Subsidiaries; or
(iii) any collective redundancies, social security plan, layoffs or other employment terminations sufficient in number to trigger application of any state or local law similar in effect to the WARN Act, in each such case excluding the effect of the transactions contemplated hereby.
(c) As of three Business Days prior to the date of this Agreement, Schedule 3.19(c) contained a complete and accurate list of the following information for each (i) Selected Employee and (ii) employee or director of each Acquired Subsidiary with an annual compensation of $50,000 or more including each such employee on leave of absence or layoff status: employer; name; job title; current compensation paid or payable and any change in Table of Contents compensation since December 31, 2001; vacation accrued; and, service credited for purposes of vesting and eligibility to participate under the applicable Seller Plans. Schedule 3.19(c) also contains a complete and accurate list of the following information for each retired director of the Seller and each Acquired Subsidiary who was engaged in the Business, or his or her dependents, receiving benefits or obligations for Company Employees (other than routine payments scheduled to be made receive benefits in the normal course future: name; pension benefit; pension option election; retiree medical insurance coverage; retiree life insurance coverage; and other benefits.
(d) Except as set forth on Schedule 3.19(d), to the Knowledge of business any Selling Entity, no Selected Employee or employee of any Acquired Subsidiary is a party to or otherwise bound by any agreement or arrangement, including any confidentiality, non-competition or proprietary rights agreement, between such employee or director and consistent with past practice)any other Person that in any way adversely affects, or is reasonably likely to affect (A) the performance of his or her then-current duties or similar duties as an employee of the Business at the Acquired Centers after the Closing or (B) the ability of the Purchaser to conduct the Business at the Acquired Centers.
Appears in 1 contract
Samples: Acquisition Agreement (Dvi Inc)
Employment and Labor Matters. (a) Section 3.18(b3.16(a) of the Company Seller Disclosure Schedule identifies sets forth an accurate and complete list of all employees and independent contractors currently performing services for (x) any Acquired Company or (y) for Seller or Parent or an Affiliate thereof in connection with the Business, including, in each case, each employee on leave of absence or layoff status, and sets forth for each such individual the following: (i) all directors and officers of the Company and position, (ii) all date of hire or engagement, (iii) current annual base compensation rate, (iv) accrued but unused sick leave for non-contingent employees and consultants employed (v) accrued vacation leave or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelvenon-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authoritycontingent employees.
(b) To the Company’s KnowledgeNo Acquired Company (and, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Business Employee. To , neither Parent nor Seller) is, or in the Knowledge last three years has been, a party to or bound by any collective bargaining, works council, employee representative or other Contract with any labor union, labor organization, certified association, works council or representative of the any employee group, nor is any such Contract being negotiated by any Acquired Company, there .
(c) There are no material employment-related grievances pending or Threatenedor, to Seller’s Knowledge, threatened union organizing activities involving the Business Employees. The Company There is not a party tono labor strike, or otherwise bound bypicketing, any consent decree withslowdown, or citation lockout, employee grievance process or other Order bywork stoppage or labor dispute pending or, any Governmental Authority relating to the Seller’s Knowledge, threatened, with respect to the Business Employees.
(d) Each Acquired Company Employees (and each of Seller or employment policies Parent or practices. The Company is an Affiliate thereof in connection with the Business Employees) has, since December 31, 2014, complied in all material compliance respects with all applicable Laws, contracts, Laws and its own policies relating to employmentlabor and employment matters, including fair employment practices, wages, hours, and terms and conditions of employment, including contractual obligations, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, workers’ compensation, the obligations payment of social security and similar Taxes, employee termination, occupational safety, plant closings and changes in operations. To the Seller’s Knowledge, the current employees working in Canada and all former employees of each Acquired Company who worked in Canada and whose employment was terminated, voluntarily or involuntarily, within the past three (3) years, were legally authorized to work in Canada and in the province in which they performed services.
(e) Except as would not reasonably be expected to result in material Liability to any Acquired Company, there is no Proceeding pending or, to the Seller’s Knowledge, threatened against or affecting any Acquired Company or the Business relating to the alleged violation by any Acquired Company of any Law pertaining to labor relations or employment matters. No Acquired Company is engaged in any unfair labor practice that would reasonably be expected to result in material Liability to any Acquired Company, nor has there has been, since December 31, 2014, any charge or complaint of unfair labor practice, prohibited practice, wrongful dismissal, constructive dismissal, dismissal not made for good and sufficient cause or monetary complaint filed or, to the Seller’s Knowledge, threatened against any Acquired Company before the National Labor Relations Board, Commission des normes, de l’équité, de la santé et de la sécurité du travail (Quebec), the Tribunal administratif du travail (Quebec), the Commission des droits de la personne et des droits de la jeunesse (Quebec), the Labour Relations Code (British Columbia) or any other Governmental Authority. To the Seller’s Knowledge, there has been no complaint, claim or charge of discrimination filed against any Acquired Company with the Equal Employment Opportunity Commission, the Commission des normes, de l’équité, de la santé et de la sécurité du travail (Quebec), the Human Rights Tribunal (British Columbia) or any other Governmental Authority responsible for prevention of unlawful employment practices.
(f) Since December 31, 2014, other than the Reorganization, VMC has not implemented any plant closing, collective dismissal or mass layoff of employees that resulted in Liability under the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee application of the provisions of the Labour Standards Act (Quebec) with respect to collective dismissals, the Labour Relations Code (British Columbia) or similar foreign, state, provincial or local Law. Section 3.16(f) of the Seller Disclosure Schedule sets forth an accurate and complete list of all employees of the Acquired Companies who have been terminated involuntarily or laid off, or whose hours of work have been reduced by more than 50% by any Acquired Company, without complying with in the six months prior to the date of this Agreement.
(g) Each consultant of the Acquired Companies qualifies as an independent contractor in relation to the Acquired Companies for purposes of all provisions of WARN Canadian applicable Law, including those relating to Taxes, insurance and Company Plans.
(h) VMC BC and Volt Canada have at all times since December 31, 2014 maintained proper worker’s compensation coverage with the Commission des normes, de l’équité, de la santé et de la sécurité du travail (Quebec) for all of their employees and independent contractors working or implemented performing services in Quebec, if applicable, and have made available to the Purchaser copies of all such current policies, notices, letters, correspondences and decisions, including, without limitation, decisions and notices with respect to VMC BC and Volt Canada’s contribution rate to the Commission des normes, de l’équité, de la santé et de la sécurité du travail (Quebec) and a listing of any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the futureclaims in that respect. To the CompanySeller’s Knowledge, VMC BC and Volt Canada have at all times since December 31, 2014 utilized proper risk classification codes and descriptions in accordance with all applicable workers’ compensation Laws. To the Seller’s Knowledge, there are have been no pending or Threatened or reasonably anticipated losses since December 31, 2014 due to claims or actions against made under the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each provisions of the Company Employees is terminable at Act Respecting Industrial Accidents and Occupational Diseases (Quebec) and the will of the Company Act Respecting Occupational Health and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, Safety (Quebec).
(i) VMC BC and to the extent required by Law or by Contract, Volt Canada are registered with WorksafeBC with respect to Company Employeesall of their employees and independent contractors performing services in British Columbia, the Company has Canada, are up to date with respect to filing their payroll reports (which include payments made to any such employees or independent contractors) with WorksafeBC, and do not have a balance owing to WorksafeBC for unpaid premiums. There have been no (i) withheld administrative penalties or warning letters or (ii) variances or orders outside of the ordinary course issued to VMC BC or Volt Canada by WorksafeBC since December 31, 2014. All assessments which are due or overdue and reported all amounts required payable under the Workers Compensation Act (British Columbia) in relation to be withheld VMC BC or Volt Canada have been paid and reported there are no outstanding assessments which are due or overdue and payable but unpaid. No events have occurred with respect to wagesVMC BC or Volt Canada which, salaries and other payments to Company Employeesthe Seller’s Knowledge, (ii) is not liable for are reasonably likely to result in any arrears significant increase in wages, severance pay or any taxes or any penalty for failure to comply with any of workers’ compensation board assessment payable by the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)Company.
Appears in 1 contract
Samples: Stock Purchase Agreement (Volt Information Sciences, Inc.)
Employment and Labor Matters. (a) Section 3.18(b3.17(a) of the Company Warrantor Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth an accurate and complete list of all employees, consultants and independent contractors currently performing services for any Investee Company, including each such individual’s rate employee on leave of pay absence or annual compensationlayoff status, job title and along with the position, date of hire, the number engagement or seniority, compensation and type of shares of Company Stockbenefits, Company Options scheduled or contemplated increases in compensation and Company Warrants (benefits, scheduled or other optionscontemplated promotions, warrants accrued but unused sick and vacation leave or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years)and service credited for purposes of vesting and eligibility to participate under any Company Plan with respect to each such Person who received compensation in excess of US$10,000 for the fiscal year ended December 31, leave status 2007 or is anticipated to receive compensation in excess of US$10,000 for fiscal year ending December 31, 2008. To the Warrantors' Knowledge, no director, officer, key employee or group of employees of any Investee Company intends to terminate his, her or their employment with the Investee Companies within the 12-month period following the Closing Date.
(including type b) No Investee Company is bound by or subject to (and none of leaveits assets or properties is bound by or subject to) any written or oral, andexpress or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the extent provided by knowledge of the employeeInvestee Company, has sought to represent any of the stated return employees, representatives or leave expiration date)agents of the Investee Company. There is no strike or other labor dispute involving the Investee Company pending, visa statusor to the Investee Company's knowledge, prior employment termination notice period required threatened, which could have a Material Adverse Effect, nor is the Investee Company aware of any labor organization activity involving its employees.
(if anyc) eligibility for company carThere is no Proceeding pending or, and average overtime payments, if any, per month for to the preceding twelve-month period. To the Company’s Warrantors' Knowledge, none of threatened against or affecting any Investee Company relating to the Company’s employment policies or practices is currently being audited or investigated alleged violation by any Governmental Authority Investee Company (or Courtits directors or officers) of any Law pertaining to labor relations or employment matters. To the Company’s KnowledgeNo Investee Company has committed any unfair labor practice, nor has there is no pending has been any charge or Threatened Action, complaint of unfair labor practice chargefiled or, or other charge or inquiry to the Warrantors' Knowledge, threatened against any Investee Company before the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual National Labor Relations Board or any other Governmental Authority Authority. There has been no complaint, claim or charge of discrimination filed or, to the Warrantors' Knowledge, threatened, against any Investee Company with respect to employment policies the Equal Employment Opportunity Commission or practices brought by or before any Court or other Governmental Authority.
(bd) To the each Investee Company’s Knowledge's knowledge, there are no controversies pending none of its employees is obligated under any contract (including licenses, covenants or Threatenedcommitments of any nature) or other agreement, between the Company and any Company Employee. The Company is not a party or subject to any collective bargaining agreement judgment, decree or other written labor union contract applicable order of any court or administrative agency, that would materially interfere with such employee's ability to Persons employed promote the interest of the Investee Company or that would conflict with the Investee Company's business. Neither the execution or delivery of this Agreement, nor the carrying on of the Investee Company's business by the employees of the Investee Company, nor are therethe conduct of the Investee Company's business as now conducted and as presently proposed to be conducted, will, to the Investee Company’s Knowledge's knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any activities contract, covenant or proceedings of any labor union to organize instrument under which any such employee is now obligated.
(e) No Investee Company Employee. There have been no strikesis delinquent in payments to any of its employees, slowdowns, work stoppages, disputesconsultants, or lockoutsindependent contractors for any wages, by or with respect to any Company Employee. To the Knowledge of the Companysalaries, there are no material employment-related grievances pending or Threatened. The Company is not a party tocommissions, bonuses, or otherwise bound byother direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, any consent decree withconsultants, or citation or other Order by, any Governmental Authority relating to independent contractors. Each Investee Company Employees or employment policies or practices. The Company is has complied in all material compliance respects with all applicable Laws, contracts, state and policies relating federal equal employment opportunity laws and with other laws related to employment, employment practices, including those related to wages, hours, worker classification, and terms collective bargaining. Each Investee Company has withheld and conditions 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 employees of employmentthe Investee Company and is not liable for any arrears of wages, including taxes, penalties, or other sums for failure to comply with any of the obligations foregoing.
(f) No Investee Company has, within the last five years, implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”)or any similar foreign, state or local Law, and all other no such action will be implemented without advance notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwiseto The Investor. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee Section 3.17(f) of the Company, without complying Warrantor Disclosure Schedule sets forth an accurate and complete list of all individuals whose employment with all provisions of WARN or implemented any early retirement, separation or window program, nor the Investee Companies has terminated during the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long90-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability day period prior to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any date of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)this Agreement.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(bSchedule 3.15(a) contains a complete and correct list, as of the Company Disclosure Schedule identifies date hereof, of the name, job title, date of hiring or engagement (as applicable), employer, current base salary or hourly wage rate, as applicable, cash bonuses and other cash compensation, equity-based awards, sick, vacation and personal leave, and service credit recognized for purposes of CHK’s 401(k) savings plan (and any other plan for which service credit is relevant for purposes of determining vesting, eligibility, or level or duration of benefits) with respect to each employee of CHK and its Affiliates, including those on leave, who provide services primarily in connection with the ownership, operation or use of the Assets or the Gathering System (collectively, the “System Employees”); provided, however, that as to vacation, sick and personal leave balances, such information has been provided as of a date that is no more than five business days prior to the date hereof.
(b) Seller does not and has never employed any employees, as defined under applicable Laws, whether co-employed or otherwise.
(c) With respect to the System Employees, there has been no (i) all directors and officers strike or material grievance, claim of unfair labor practices, or other collective bargaining dispute within the Company and past two (2) years, (ii) all employees and consultants employed notification of any material grievances, labor or engaged by employment litigations, complaints, applications or charges that have been filed against CHK or any of its Affiliates with respect to the Company andSystem Employees, for each individual identified in clauses under any dispute resolution procedure (iincluding any proceedings under any dispute resolution procedure under any collective bargaining agreement) that are still pending or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stockiii) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none Knowledge of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened ActionSeller Parties, unfair labor practice chargepractice.
(d) To the Knowledge of Seller Parties, no organizational effort is presently being made or other charge or inquiry against the Company brought threatened by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority union with respect to employment policies or practices brought by or before any Court or Governmental Authoritythe System Employees.
(be) To the Company’s Knowledge, there are no controversies None of CHK or its Affiliates has received notice of pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings threatened changes of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or employment status with respect to any Company Employee. To (including resignation of) the Knowledge senior management or key supervisory personnel among the System Employees.
(f) Within the past ninety (90) days, in respect of the Companyownership, operation or use of the Assets or the Gathering System, there are has been no material employment-related grievances pending plant closing or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is mass layoffs as defined in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended or any similar state or local Law (“WARN”)) without complying with any notice obligations required by WARN.
(g) There are no strikes, work stoppages, work slowdowns or lockouts pending or, to the Knowledge of Seller Parties, threatened, by or on behalf of the System Employees.
(h) To the Knowledge of Seller Parties, CHK and its Affiliates are in compliance with all Laws applicable to the System Employees respecting employment and employment practices, equal employment opportunity, pay equity, nondiscrimination, human rights, labor relations, employment and reemployment rights of members of the uniformed services, immigration, benefits, collective bargaining, the payment of social security and similar Taxes, occupational safety and health, workers’ compensation, plant closings, terms, and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site conditions of employment, facility, operating unit or employee of the Companyand wages and hours (including, without complying with all provisions limitation, classifications of WARN or implemented service providers as employees and/or independent contractors), except where any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability failure to the Company. Except as comply would not reasonably be expected to have a Company Material Adverse Effectresult in material Liability to Buyer or in connection with the ownership, and to the extent required by Law operation or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any use of the foregoing, and (iii) is not liable for any payment to any trust Assets or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)Gathering System.
Appears in 1 contract
Samples: Asset Purchase Agreement (Chesapeake Midstream Partners, L.P.)
Employment and Labor Matters. (a) Section 3.18(b) Seller has provided Buyer with a true, accurate and complete list of the Company Disclosure Schedule identifies names and titles or job descriptions of each employee of Seller wholly or primarily dedicated to the Seller Business and each employee of Seller who devotes a material portion of his or her time to the Seller Business (ithe “Affected Employees”) all directors and officers each consultant of Seller and the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth annual compensation payable to each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility individual for the current calendar year (including accrued paid time off from prior years)fiscal year. Except as set forth on Schedule 3.8, leave status (including type since January 1, 2003, there has been no change in compensation, by means of leavewages, andsalaries, bonuses, gratuities or otherwise, to the extent provided by the employeeany Affected Employee or consultant of Seller, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility any change in compensation to Affected Employees for company car, and average overtime payments, if any, per month reimbursable business expenses. Except for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s KnowledgeAffected Employees, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf employee of any Company Employee, prospective employee, labor organization Affiliate of Seller wholly or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, primarily dedicated to the Company’s Knowledge, any activities Seller Business or proceedings who devotes a material portion of any labor union his or her time to organize any such Company Employeethe Seller Business. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To Seller has and currently is conducting the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is Seller Business in material full compliance with all applicable Laws, contracts, and policies Laws relating to employment, employment and employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment wages and Retraining Notification Act of 1988, as amended (“WARN”), hours and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwisenondiscrimination in employment. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability With respect to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Affected Employees, the Company Seller has (i) withheld and reported all amounts required by law or agreement to be withheld and reported with respect to wagesfrom the wages or salaries of, salaries and other payments to Company Employees, (ii) such Affected Employees and any former Affected Employees and is not liable for any arrears in arrearage of wages, severance pay salaries or other payments to such employees and any former employees or any taxes or any penalty penalties for failure to comply with any of the foregoing. Except as set forth on Schedule 3.8, Seller’s relationship with the Affected Employees is good and there is, and during the past five (5) years there has been, no labor strike, dispute, slowdown, work stoppage or other labor difficulty actually pending or threatened involving the Seller Business. None of the Affected Employees is covered by any collective bargaining agreement, no collective bargaining agreement is currently being negotiated and, to the best of Seller’s knowledge, no attempt is currently being made or during the past three (3) years has been made to organize any of its employees to form or enter into any labor union or similar organization. Except as set forth on Schedule 3.8, with respect to the Seller Business, (i) there is no unfair labor practice charge or complaint relating to the Seller Business against Seller pending or, to Seller’s Knowledge, threatened, before the National Labor Relations Board or similar governmental agency outside of the United States, (ii) there is no pending, or, to Seller’s Knowledge, threatened, grievance, arbitration, demand letter or claim involving employees of the Seller Business claiming damages in excess of $10,000, and (iii) there is not liable for any payment to any trust or other fund governed no discrimination charge by or maintained by or on behalf employees of any Governmental Authority the Seller Business with respect to unemployment compensation benefits, social security the Seller Business pending before the Equal Employment Opportunity Commission or any other benefits or obligations similar governmental entity responsible for Company Employees (other than routine payments to be made in the normal course prevention of business and consistent with past practice)unlawful employment practices.
Appears in 1 contract
Samples: Asset Purchase Agreement (Morton Industrial Group Inc)
Employment and Labor Matters. (a) Except as set forth on Section 3.18(b3.19(a) of the Company Disclosure Schedule identifies (i) all directors and officers of Letter or as is required by applicable Law, neither the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate nor any of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices its Subsidiaries is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to or bound by any collective bargaining agreement or other written labor union contract applicable to Persons employed by the CompanyContract with a Union (each, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employeea “Labor Agreement”). There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge Except as set forth on Section 3.19(a) of the CompanyCompany Disclosure Letter or as is required by applicable Law, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy of its Subsidiaries is represented by a Union with respect to his or long-term disability policy. The services provided by each of her work with the Company Employees is terminable at the will or any of the Company and any such termination would result in no Liability to the Companyits Subsidiaries. Except as would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has experienced any picketing, strike, slowdown, work stoppage, lockout or material grievance or claim of unfair labor practices since the Reference Date. Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have satisfied any requirement to obtain the consent of, or provide notice to, or to enter into any consultation with, any Union in connection with the Contemplated Transactions.
(b) Except to the extent required such noncompliance would not reasonably be expected to have a Company Material Adverse Effect, as of the date of this Agreement, the Company and its Subsidiaries are, and between the Reference Date and the date of this Agreement have been, in compliance with all Laws relating to labor and employment, including all such Laws relating to wages (including minimum wage and overtime wages), discrimination, harassment, retaliation, pay equity, workers’ compensation, safety and health, immigration, work authorization, worker classification (including employee-independent contractor classification and the proper classification of employees as exempt employees and non-exempt employees), the Worker Adjustment and Retraining Notification Act and any similar foreign, state, provincial or local “mass layoff” or “plant closing” Law (“WARN”).
(c) There has been no “mass layoff” or “plant closing” (as defined by Law or by Contract, WARN) with respect to the Company Employeesor any of its Subsidiaries between the Reference Date and the date of this Agreement.
(d) Since the Reference Date, the Company and its Subsidiaries have reasonably investigated all material, non-frivolous sexual harassment, or other unlawful harassment, discrimination or retaliation allegations against their respective officers, directors or employees of which they are aware.
(e) To the Knowledge of the Company, as of the date of this Agreement, no current employee at the level of L3 or above has (i) withheld and reported all amounts required provided written notice to be withheld and reported with respect to wages, salaries and other payments to the Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes of its Subsidiaries that such employee intends to terminate his or her employment with the Company or any penalty for failure of its Subsidiaries prior to comply with any the one-year anniversary of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)Closing.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(b3.17(a) of the Company Seller Disclosure Schedule identifies (i) all directors sets forth an accurate and officers complete list of the Company and (ii) all employees and consultants employed or engaged by the Company andindependent contractors currently performing services for any Acquired Company, for including each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or gross annual compensationremuneration, seniority, professional rank, job title position, accrued but unused sick and date of hirevacation leave or paid time off, the number social security contribution and type of shares of Company Stockemployment contract, Company Options and Company Warrants (all collective bargaining, works council, employee representative or other optionsContract with any labor union, warrants works council, or similar rights to acquire shares representative of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month periodany employee group. To the Company’s Sellers’ Knowledge, none except as set forth on Section 3.17(a) of the Seller Disclosure Schedule, there are no third party service providers that could reasonably allege that they should be considered employees of any Acquired Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Sellers’ Knowledge, no director, officer, key employee or group of employees of any Acquired Company intends to terminate his, her or their employment with any Acquired Company. The Acquired Companies comply in full in all material respects with current applicable Law concerning employment and Social Security. In particular, the Acquired Companies have hired their employees in observance of all current applicable Law in all material respects, have paid their remuneration and are in good standing in respect of their obligations to the employees, and have complied in due time and form with all their Tax obligations and obligations regarding Social Security contributions relating to the employees in all material respects. To the Sellers’ Knowledge, and except as set forth in Section 3.17(a) of the Seller Disclosure Schedule, there is has been no pending or Threatened Actionunion organizing, unfair labor practice charge, election or other charge activities made or inquiry against threatened at any time within the Company brought past three years by or on behalf of any Company Employeeunion, prospective employeeworks council, employee representative or other labor organization or other employee representative, or other individual or any Governmental Authority group of employees with respect to employment policies any employees of any Acquired Company except as required by applicable Law. There is no union, works council, employee representative or practices brought other labor organization, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted in connection with the transactions contemplated by or before any Court or Governmental Authoritythis Agreement.
(b) Since January 1, 2008, and except as set forth in Section 3.17(b) of the Seller Disclosure Schedule, no Acquired Company has experienced any labor strike, picketing, slowdown, lockout, employee grievance process or other work stoppage or labor dispute (other than those organized at a sectoral or territorial level), nor to the Sellers’ Knowledge is any such action threatened. To the Company’s Sellers’ Knowledge, there are no controversies pending event has occurred or Threatened, between the Company and any Company Employee. The Company is not a party circumstance exists that could reasonably be expected to give rise to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Companysuch action, nor are theredoes any Acquired Company contemplate a lockout of any employees.
(c) Except as listed in Section 3.17(c) of the Seller Disclosure Schedule, each Acquired Company has complied in full in all material respects with all applicable Laws and its own policies relating to labor and employment, including but not limited to employee health and safety, wages, working hours, collective bargaining, discrimination, employee classification, employee termination (actual or constructive), and social security and other Taxes. There is no Proceeding pending or, to the Company’s Sellers’ Knowledge, threatened against or affecting any activities Acquired Company relating to the alleged violation by any Acquired Company (or proceedings its directors or officers) of any Law pertaining to labor union relations or employment matters. For the avoidance of doubt, no Acquired Company has received written notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or conduct an investigation with respect to or relating to any Acquired Company Employee. To the Knowledge and no such investigation is in progress.
(d) With respect to all employees who have been terminated or laid off, or whose hours of the work have been reduced by more than 50% by any Acquired Company, there are no material employment-related grievances pending or Threatened. The Company is not a party tosince January 1, or otherwise bound by2009, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is such actions were taken in material compliance accordance with all applicable Laws, contracts, Law and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened threatened claims with respect thereto.
(e) To the Sellers’ Knowledge, no Acquired Company employs any person whose nationality is from a U.S. sanctioned country (Iran, Syria, Cuba, North Korea or reasonably anticipated claims or actions against the Company Sudan).
(f) All accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, pension plan premiums or any Company trustee under any worker’s compensation policy other governmental fees or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability charges relating to the employees of any Acquired Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to accrued wages, salaries and other commissions and employee benefit plan payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees of any Acquired Company Employees (other than routine payments to be made have been accurately reflected in the normal course of business Company’s books and consistent with past practice)records, as made available to Purchaser.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(b) Neither Keryx nor any of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices its Subsidiaries is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to or bound by any collective bargaining agreement or other written agreement with a labor union contract applicable union, works council or other employee representative body, there are no such agreements which pertain to Persons employed employees of Keryx or any of its Subsidiaries in existence or in negotiation and no employees of Keryx or any of its Subsidiaries are represented by the Companya labor union, nor are thereworks council or other employee representative body. Except as would not have a Keryx Material Adverse Effect, since January 1, 2015, there has been no actual or, to the Company’s KnowledgeKnowledge of Keryx, any activities or proceedings of any threatened unfair labor union to organize any such Company Employee. There have been no practice charges, grievances, arbitrations, strikes, slowdownslockouts, work stoppagesstoppages or other labor disputes against or affecting Keryx or its Subsidiaries. Neither Keryx nor any of its Subsidiaries will incur any notice, disputes, consultation or lockouts, by or consent obligations with respect to any Company Employee. To labor union, works council or other employee representative body in connection with the Knowledge execution of this Agreement or the consummation of the CompanyContemplated Transactions.
(b) Except as would not have a Keryx Material Adverse Effect, (i) there are no material employment-related grievances Actions or any disputes pending or, to Keryx’s Knowledge, threatened (A) between Keryx or any of its Subsidiaries and any of their respective officers, directors, employees or independent contractors or (B) by or before any Governmental Body affecting Keryx or any of its Subsidiaries concerning employment matters, and (ii) no labor union, labor organization, works council or group of employees of Keryx or its Subsidiaries has made a demand (that is pending as of the date hereof) for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding pending or Threatenedthreatened in writing as of the date hereof with the National Labor Relations Board (or any similar other Governmental Body) with respect to any employees of Keryx or its Subsidiaries. The Company is Section 2.19(b) of the Keryx Disclosure Letter sets forth a complete and accurate list of any material disputes or threatened (in writing) material disputes between Keryx or any of its Subsidiaries and any of their respective officers, directors, employees or independent contractors.
(c) Except as would not have a party tomaterial impact on Keryx, or otherwise bound byKeryx and its Subsidiaries are, any consent decree withand since January 1, or citation or other Order by2015 have been, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies Laws relating to labor and employment, employment practices, including all such Laws relating to wages, hours, human rights, immigration, discrimination, pay equity, employment equity, workers’ compensation, safety and terms health, worker classification (including employee-independent contractor classification and conditions the proper classification of employmentemployees as exempt employees and non-exempt employees), including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”)) and any similar foreign, and all other notification and bargaining obligations arising under any collective bargaining agreementstate, by Law provincial or otherwise. The Company has not effectuated a local “mass layoff” or “plant closing” or Law.
(d) There has been no “mass layoff” or “plant closing” (as those terms are defined in WARNby WARN or any similar foreign, affecting in whole state, provincial or in part any site local Laws) with respect to Keryx within the six (6) months prior to the date of employment, facility, operating unit or employee this Agreement.
(e) As of the Companydate hereof, without complying with all provisions no Key Employee or group of WARN or implemented any early retirementemployees has given notice of termination of employment or, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Companyto Keryx’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company otherwise disclosed plans to Keryx or any Company trustee of its Subsidiaries to terminate employment with Keryx or any of its Subsidiaries within the next twelve (12) months.
(f) No Key Employee of Keryx or any of its Subsidiaries is employed under any worker’s compensation policy a non-immigrant work visa or long-term disability policy. The services provided by each of the Company Employees other work authorization that is terminable at the will of the Company and any such termination would result limited in no Liability to the Company. duration.
(g) Except as would not reasonably be expected to have a Company Material Adverse Effectmaterial impact on Keryx, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld Keryx and reported all its Subsidiaries are not delinquent in payments to any employees or former employees for any services or amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employeesreimbursed or otherwise paid, (ii) no Key Employee of Keryx is not liable for in any arrears respect in wagesviolation of any term of any employment agreement, severance pay nondisclosure agreement, common law nondisclosure obligation, non-competition agreement, restrictive covenant or other obligation: (A) to Keryx or (B) to a former employer of any taxes such employee relating (1) to the right of any such employee to be employed by Keryx or any penalty for failure (2) to comply with any the knowledge or use of the foregoing, trade secrets or proprietary information and (iii) is not liable for no Key Employee of Keryx or any payment to of its Subsidiaries has been the subject of any trust sexual harassment or other fund governed by misconduct allegations or maintained by violations of the Keryx employee handbook (which was made available to Akebia prior to the date of this Agreement) during his or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)her tenure at Keryx.
Appears in 1 contract
Employment and Labor Matters. (a) Neither CYTO nor any of its Subsidiaries is a party to or bound by any Contract, collective bargaining agreement, letter of understanding, letter of intention, side agreement, pre-hire agreement, voluntary recognition agreement, neutrality agreement, or other legally binding commitment with a labor union, trade association, works council, or other employee representative body with respect to any employees or contractors rendering services to CYTO or its Subsidiaries, there are no such agreements which pertain to employees of CYTO or any of its Subsidiaries in existence or in negotiation and no employees of CYTO or any of its Subsidiaries are represented by a labor union, works council or other employee representative body. Since January 1, 2018, there has been no actual, or to the Knowledge of CYTO, threatened organizing activity, labor campaign, unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slow down, picketing, or other labor disputes against or affecting CYTO or its Subsidiaries. Neither CYTO nor any of its Subsidiaries will incur any notice, consultation or consent obligations with respect to any labor union, trade association, works council or other employee representative body in connection with the execution of this Agreement or the consummation of the Contemplated Transactions.
(b) (i) Except as set forth on Section 3.18(b) of the Company CYTO Disclosure Schedule identifies Letter, since January 1, 2018 there are and have been no Actions or any disputes pending or, to CYTO’s Knowledge, threatened (iA) all directors between CYTO or any of its Subsidiaries and officers any of the Company their respective officers, directors, employees or independent contractors or (B) by or before any Governmental Body affecting CYTO or any of its Subsidiaries concerning employment matters, and (ii) all no labor union, labor organization, works council or group of employees and consultants employed of CYTO or engaged by its Subsidiaries has made a demand (that is pending as of the Company and, date hereof) for each individual identified in clauses (i) recognition or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company carcertification, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies representation or certification proceedings or petitions seeking a representation proceeding pending or Threatened, between threatened in writing as of the Company and date hereof with the National Labor Relations Board (or any Company Employee. The Company is not a party to any collective bargaining agreement or similar other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or Governmental Body) with respect to any Company Employeeemployees of CYTO or its Subsidiaries. To the Knowledge Section 3.18(b) of the CompanyCYTO Disclosure Letter sets forth a complete and accurate list of any material disputes or threatened (in writing) material disputes between CYTO or any of its Subsidiaries and any of their respective officers, there are no directors, employees or independent contractors.
(c) CYTO and its Subsidiaries are, and since January 1, 2018 have been, with respect to all current and former officers, directors, employees and independent contractors, in compliance in all material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority respects with all Laws relating to Company Employees or employment policies or practices. The Company is in material compliance with labor and employment, including all applicable Laws, contracts, and policies such Laws relating to employment, employment practices, wages, hours, benefits, human rights, immigration, discrimination, harassment, retaliation, workplace accommodations, affirmative action, family and terms medical leave, military leave, sick leave, paid leave, child labor, background checks, applications and conditions hiring, pay equity, employment equity, workers’ compensation, unemployment compensation, employee privacy, record-keeping, safety and health, workplace posting, healthcare continuation coverage, worker classification (including employee-independent contractor classification and the proper classification of employment, including the obligations of the Worker Adjustment employees as exempt employees and Retraining Notification Act of 1988, as amended (“WARN”non-exempt employees), WARN and all other notification and bargaining obligations arising under any collective bargaining agreementsimilar foreign, by Law state, provincial or otherwise. The Company has not effectuated a local “mass layoff” or “plant closing” or Law.
(d) There has been no “mass layoff” or “plant closing” (as those terms are defined in WARNby WARN or any similar foreign, affecting in whole state, provincial or in part any site local Laws) with respect to CYTO within the six (6) months prior to the date of employment, facility, operating unit or employee this Agreement.
(e) As of the Companydate hereof, without complying with all provisions no Key Employee or group of WARN or implemented any early retirementemployees has given notice of termination of employment or, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Companyto CYTO’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company otherwise disclosed plans to CYTO or any Company trustee of its Subsidiaries to terminate employment with CYTO or any of its Subsidiaries within the next twelve (12) months.
(f) No Key Employee of CYTO or any of its Subsidiaries is employed under any worker’s compensation policy a non-immigrant work visa or long-term disability policy. The services provided by each of the Company Employees other work authorization that is terminable at the will of the Company and any such termination would result limited in no Liability to the Company. duration.
(g) Except as would not reasonably be expected to have a Company Material Adverse Effectbe, and individually or in the aggregate, materially adverse to the extent required by Law business, assets, results of operations or by Contractcondition (financial or otherwise) of CYTO and its Subsidiaries, with respect to Company Employeestaken as whole, the Company has (i) withheld CYTO and reported all its Subsidiaries are not delinquent in payments or benefits to any current and former officers, directors, employees or independent contractors for any services or amounts required to be withheld and reported with respect to reimbursed or otherwise paid, including any arrears of wages, salaries salaries, commissions, bonuses, accrued and unused vacation, paid time off, sick leave, or other payments to Company compensation for services performed by any current or former Employees, (ii) is not liable for nor any arrears in wages, severance pay or any taxes Taxes or any penalty for failure to comply with any of the foregoing, (ii) no Key Employee of CYTO is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, non-competition agreement, restrictive covenant or other obligation: (A) to CYTO or (B) to a former employer of any such employee relating (1) to the right of any such employee to be employed by CYTO or (2) to the knowledge or use of Trade Secrets or proprietary information and (iii) is not liable for no Key Employee of CYTO or any payment to of its Subsidiaries has been the subject of any trust sexual harassment or other fund governed by misconduct allegations or maintained by violations of the CYTO employee handbook (which was Made Available to CBLI prior to the date of this Agreement) during his or on behalf her tenure at CYTO.
(h) Except as set forth in Section 3.18(h) of the CYTO Disclosure Letter, neither CYTO nor any Governmental Authority with respect to unemployment compensation benefitsof its Subsidiaries has entered into any employment, social security independent contractor, consulting, agency Contract or other benefits Contract or arrangement with any Person that cannot be terminated at will without penalty.
(i) All obligations of CYTO and its Subsidiaries as of the Closing Date regarding accruals for: unpaid vacation pay; holiday pay; sick pay; paid time off; premiums, payments, and contributions for Company Employees (CYTO Plans; accrued wages; overtime; salaries; bonuses; commissions; benefits; and other than routine payments to be made compensation have been paid or discharged as of the Closing Date, or if unpaid, are accurately and completely reflected in the normal course books and records of business each of CYTO and consistent with past practiceits Subsidiaries.
(j) Section 3.18(j) of the CYTO Disclosure Letter contains a complete and accurate list of the individuals who are full-time, part-time, temporary, seasonal, or casual employees. individuals or entities engaged on contract to provide services, and sales, or other agents or representatives of CYTO and its Subsidiaries as of the date of this Agreement (specifying, for each such Person (including each person on leave of absence) his or her: age; the length of hire; job title or classification; rate of salary or hourly pay; commission and bonus entitlements (if any); benefits; rate of vacation, sick and other paid leave accrued and current accruals; an indication of whether the Person is on a leave of absence and, if so, the expected return to work date; and service credited for purposes of vesting and eligibility to participate under any CYTO Plan or any other employee or director benefit plan.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(b) Schedule 2.13 contains a list, as of the Company Disclosure Schedule identifies (i) date of this Agreement, of all directors Business Employees, along with the position and officers the annual rate of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth compensation of each such individual’s rate of pay or annual compensationperson, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, independent contractors who provide services to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental AuthorityBusiness.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company Seller is not a party to or bound by any collective bargaining agreement relating to the Business or the Business Employees, nor has the Seller experienced any material strikes, grievances, claims of unfair labor practices or other written collective bargaining disputes.
(c) Since October 1, 2006, Seller has materially complied with all applicable laws relating to labor union contract applicable and employment, including those relating to Persons employed by the Companywages, nor are therehours, collective bargaining, safety and health, unemployment compensation, worker’s compensation, equal employment opportunity, age and disability discrimination, immigration control, employee classification, information privacy and security, payment and withholding of taxes, and continuation coverage with respect to group health plans, to the Company’s Knowledge, any activities or proceedings of any labor union extent related to organize any such Company Employeethe Business Employees. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge Except as set forth in Section 2.13(c) of the CompanyDisclosure Schedule, there are no material employment-related grievances pending unresolved labor or Threatened. The Company is not a party toemployment claims (including unresolved grievances, age, race, color, gender, national origin, disability or other discrimination claims, wage and hour claims, worker’s compensation claims, harassment or hostile work environment claims, retaliation or “whistleblower” claims, FMLA claims, claims for alleged breaches of contract, or otherwise bound byclaims of wrongful or tortious discharge of any kind), if any, asserted and, to Seller’s knowledge, no such claims have been threatened, against Seller by any consent decree with, Business Employee or citation or other Order by, former employee of the Business. Seller has not received written notice of the intent of any Governmental Authority Entity responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to Company the Business or the Business Employees or employment policies or practices. The Company and no such investigation is in material progress.
(d) Except as set forth in Section 2.13(d) of the Disclosure Schedule, each Business Employee is employed at will and is properly classified as either an exempt or non-exempt employee.
(e) With respect to each Business Employee, (i) such Business Employee was hired in compliance with all applicable Laws, contracts, the Immigration Reform and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Control Act of 1988, as amended 1986 (the “WARNIRCA”); and (ii) Seller has complied with all recordkeeping and other regulatory requirements under the IRCA. Since the Balance Sheet Date, and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company Seller has not effectuated (i) a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Seller, (ii) a “mass layoff” (as those terms are defined in WARNthe WARN Act), affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment such other transaction, layoff, reduction in force or employment terminations sufficient in number to any trust or other fund governed by or maintained by or on behalf trigger application of any Governmental Authority with respect to unemployment compensation benefits, social security similar state or other benefits or obligations for Company local law.
(f) All Business Employees (other than routine payments to be made employed in the normal course U.S. are employed by Seller and not an Affiliate of business and consistent Seller. None of the Business Employees employed in the U.S. are employed pursuant to non-immigrant visas, are in non-immigrant visa status or have applications for lawful permanent residence pending with past practice)a U.S. Governmental Entity.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Keithley Instruments Inc)
Employment and Labor Matters. (a) Section 3.18(b3.17(a) of the Company Seller Disclosure Schedule identifies (i) all directors sets forth as of October 31, 2012 an accurate and officers complete list of the Company and (ii) all employees and consultants employed independent contractors who are individuals performing services for the Go Cash Sellers, including each employee on leave of absence or engaged by layoff status, along with the Company andposition, for each individual identified date of hire or engagement, compensation and benefits, scheduled or contemplated increases in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title scheduled or contemplated promotions, accrued but unused sick and date vacation leave and service credited for purposes of hire, the number vesting and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights eligibility to acquire shares of Company Stock) beneficially owned or held by participate under any Seller Plan with respect to such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month periodPersons. To the Company’s Sellers’ Knowledge, none no manager, director, officer, key employee or group of employees of the Company’s Go Cash Sellers intends to terminate his, her or their employment policies with the Go Cash Sellers.
(b) Neither the Go Cash Sellers nor any ERISA Affiliate is, or practices is currently being audited has been, a party to or investigated bound by any Governmental Authority or Court. To the Company’s Knowledgecollective bargaining, there is no pending or Threatened Action, unfair labor practice charge, works council or other charge Contract with any labor union, works council or inquiry against representative of any employee group, nor is any such Contract being negotiated by the Company brought Go Cash Sellers or any ERISA Affiliate. The Go Cash Sellers have no Knowledge of any union organizing, election or other activities made or threatened at any time within the past three years by or on behalf of any Company Employeeunion, prospective employee, works council or other labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings group of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or employees with respect to any Company Employeeemployees of the Go Cash Sellers. There is no union, works council, or other labor organization, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted in connection with the transactions contemplated by this Agreement.
(c) Since December 31, 2010, the Go Cash Sellers have not experienced any labor strike, picketing, slowdown, lockout, employee grievance process or other work stoppage or labor dispute, nor to the Sellers’ Knowledge is any such action threatened. To the Knowledge Sellers’ Knowledge, no event has occurred or circumstance exists that may give rise to any such action, nor does the Go Cash Sellers contemplate a lockout of the Company, there are no any employees.
(d) The Go Cash Sellers have complied in all material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance respects with all applicable Laws, contracts, Laws and its own policies relating to employmentlabor and employment matters, including fair employment practices, wages, hours, and terms and conditions of employment, including equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, workers’ compensation, the obligations payment of the Worker Adjustment social security and Retraining Notification Act of 1988similar Taxes, as amended (“WARN”), occupational safety and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined closing except in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except case as would not reasonably be expected to have a Company Material Adverse Effect.
(e) There is no Proceeding pending or, to the Sellers’ Knowledge, threatened against or affecting the Go Cash Sellers relating to the alleged violation by the Go Cash Sellers (or its managers, directors, employees or officers) of any Law pertaining to labor relations or employment matters. There has been no complaint or charge of discrimination filed or, to the Sellers’ Knowledge, threatened, against any Seller with the Equal Employment Opportunity Commission or any other similar Governmental Authority.
(f) Since December 31, 2010, the Go Cash Sellers have not implemented any plant closing or layoff of employees that could implicate the WARN Act, or any similar foreign, state or local Law, and no such action will be implemented without advance notification to the extent required by Law or by Contract, with respect to Company Employees, the Company has (iPurchaser. Section 3.17(f) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, Seller Disclosure Schedule sets forth an accurate and (iii) is not liable for any payment complete list of all individuals whose employment with the Go Cash Sellers has terminated during the 90-day period prior to any trust or other fund governed by or maintained by or on behalf the date of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)this Agreement.
Appears in 1 contract
Employment and Labor Matters. (a) Except as set forth in Section 3.18(b) 3.14 of the Company Disclosure Schedule identifies (i) all directors and officers of Schedule, neither the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate nor any of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices its Subsidiaries is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written agreement, labor union contract contract, or trade union agreement (each, a “Collective Bargaining Agreement”). Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and its Subsidiaries are in compliance with the terms and conditions of the Collective Bargaining Agreements and applicable Laws pertaining to Persons employed by the Collective Bargaining Agreements. To the knowledge of the Company, nor as of the date hereof, there are there, to the Company’s Knowledge, any no material activities or proceedings of any labor or trade union to organize any such employees of the Company Employeeor any of its Subsidiaries. There have been Except as set forth in Section 3.14 of the Company Disclosure Schedule, as of the date hereof, no strikesCollective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. Except as would not reasonably be expected to have, slowdownsindividually or in the aggregate, work stoppagesa Material Adverse Effect, disputesas of the date hereof, there is no strike, lockout, slowdown, or lockoutswork stoppage against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) there is no pending charge or complaint against the Company or any of its Subsidiaries by the National Labor Relations Board or with respect to any Company Employee. To the Knowledge comparable Governmental Entity, and (ii) none of the Company, there Company and its Subsidiaries are no material employment-related grievances pending or Threatened. The Company is not a party toparty, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority Entity relating to Company Employees employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have complied with all Laws regarding employment and employment practices (including anti-discrimination), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and other Laws in respect of any reduction in force (including notice, information and consultation requirements), and no claims relating to non-compliance with the foregoing are pending or, to the extent required by Law Company’s knowledge, threatened. Except as would not reasonably be expected to have, individually or by Contractin the aggregate, with respect a Material Adverse Effect, to Company Employeesthe knowledge of the Company, the Company has (i) withheld and reported all there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts required to be withheld and reported with respect to wages, salaries and other payments to paid that are due or owing by the Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment pursuant to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment workplace safety and insurance/workers’ compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)Laws.
Appears in 1 contract
Samples: Merger Agreement (Airgas Inc)
Employment and Labor Matters. (a) Section 3.18(b) of the Company Disclosure Except as set forth on Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and4.18, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none the Company and its Subsidiaries, and their respective officers, executives, managers and employees have complied and are in compliance in all material respects with all applicable Laws respecting employment or labor, termination of the Company’s employment policies and notice upon termination, fair employment practices and equal opportunity, nondiscrimination, harassment, retaliation, human rights, compensation, withholding, pay equity, immigration, collective bargaining, terms and conditions of employment, workers’ compensation, worker classifications, occupational safety, plant closings and wages and hours. The Company and its Subsidiaries have paid in full to all employees or practices adequately accrued for in accordance with GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees and there is currently being audited no claim with respect to payment of wages, salary or investigated by overtime pay that has been asserted or is now pending or threatened before any Governmental Authority Body. In the past three (3) years neither the Company nor its Subsidiaries has experienced any material work stoppage, slowdown, labor dispute, allegation, charge, grievance or Court. To complaint of unfair labor practice; nor, to the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry has any such action been threatened against the Company brought by or on behalf of any Company Employeeits Subsidiaries. There are no material disputes pending or, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatenedthreatened, between the Company or its Subsidiaries and any of their employees or former employees or employee organizations. Neither the Company Employee. The Company is not nor its Subsidiaries are a party to any collective bargaining agreement or other written labor union or works council contract applicable to Persons persons employed by the CompanyCompany or its Subsidiaries, nor are therenor, to the Company’s Knowledge, are there or have there been in the past three (3) years any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the futureemployees. To the Company’s Knowledge, there are no pending key employee, manager or Threatened or reasonably anticipated claims or actions against executive has any plans to terminate employment with the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each its Subsidiaries within twelve (12) months of the Company Employees is terminable at date hereof or in connection with the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)Closing.
Appears in 1 contract
Samples: Merger Agreement (Heckmann Corp)
Employment and Labor Matters. (a) Section 3.18(b) As of the Company Disclosure Schedule identifies (i) all directors and officers date hereof, no Buyer Entity nor any of the Company and (ii) all employees and consultants employed its Subsidiaries is, or engaged by the Company andsince December 31, for each individual identified in clauses (i) or (ii)2014 has been, sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights a party to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company carany Collective Bargaining Agreement, and average overtime payments, if any, per month no employee is represented by a labor organization for the preceding twelve-month periodpurposes of collective bargaining with respect to any Buyer Entity or any of its Subsidiaries. To the Company’s Knowledgeknowledge of EnerJex Parties, none as of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledgedate hereof, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor or trade union to organize any such Company Employeeemployees of the any Buyer Entity or any of its Subsidiaries. There have been As of the date hereof, no strikesCollective Bargaining Agreement is being negotiated by any Buyer Entity or, slowdownsto the knowledge of EnerJex Parties, work stoppagesany of their respective Subsidiaries. As of the date hereof, disputesthere is no strike, lockout, slowdown, or lockoutswork stoppage against any Buyer Entity or any of its Subsidiaries pending or, by to the knowledge of EnerJex Parties, threatened, that may interfere in any material respect with the business activities of any Buyer Entity and its Subsidiaries taken as a whole. Except as would not have, individually or with respect to any Company Employee. To in the Knowledge of the Companyaggregate, a Material Adverse Effect, there is no pending charge or complaint against any Buyer Entity or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Entity, and none of EnerJex Parties and their Subsidiaries are no material employment-related grievances pending or Threatened. The Company is not a party toparty, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority Entity relating to Company Employees employees or employment policies or practices. The Company is Except as would have, individually or in material compliance the aggregate, a Material Adverse Effect, EnerJex Parties and their Subsidiaries have complied with all applicable Laws, contracts, Laws regarding employment and policies relating to employment, employment practices, wages, hours, and terms and conditions of employmentemployment and wages and hours (including classification of employees) and other applicable Laws in respect of any reduction in force, including the obligations of the Worker Adjustment notice, information and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Companyconsultation requirements. Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, and to the extent required there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment Buyer Entity pursuant to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment workplace safety and insurance/workers’ compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)Laws.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(b) Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to employees of the Company Disclosure Schedule identifies or any of its Subsidiaries, (b) neither the Company nor any of its Subsidiaries have experienced any strike or material grievance, claim of unfair labor practices, or other collective bargaining dispute within the past two years, and (c) (i) all there are no disputes pending or to the Company’s Knowledge, threatened between the Company or any of its Subsidiaries and any of their employees, directors or contractors, and officers (ii) there is no current union campaign being conducted to solicit cards from employees to authorize a union to request a National Labor Relations Board (or any other Governmental Body) certification election with respect to employees of the Company or any of its Subsidiaries or other organizing activity and neither the Company nor its Subsidiaries has been subject to an application by a union to be declared a common or related employer under labor relations legislation. Each of the Company and its Subsidiaries is in compliance in all material respects with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, human rights, discrimination, immigration, pay equity, employment equity, workers’ compensation, safety and health, worker classification (ii) all including employee-independent contractor classification and the proper classification of employees as exempt employees and consultants employed non-exempt employees), the Worker Adjustment and Retraining Notification Act (“WARN”) and any similar state, provincial or engaged local “mass layoff” or “plant closing” Law and the collection and payment of withholding and/or social security taxes. There has been no “mass layoff” or “plant closing” (as defined by WARN or any similar state, provincial or local Laws) with respect to the Company andor any of its Subsidiaries within the six (6) months prior to Closing. The Company and its Subsidiaries have classified all individuals who perform services for the Company or its Subsidiaries correctly under each Plan, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hireERISA, the number Code and type of shares of Company Stockother applicable Law, Company Options and Company Warrants (as common law employees, independent contractors or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month periodleased employees. To the Company’s Knowledge, none each employee, director and contractor of the CompanyCompany or its Subsidiaries is in compliance with all visa and work permit requirements applicable to such Person’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Courtrelationship with the Company and its Subsidiaries. To the Company’s Knowledge, there is no pending visa or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought work permit held by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To Person will expire before the Knowledge of date that is six months after the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)date hereof.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(bSchedule 4.12(a) hereto lists all individuals employed in connection with the Business (the “Business Employees”), including titles, status as exempt or non-exempt, hire date, status as full- or part-time, status as active or on leave, if on leave, the date leave commenced, geographic location and remuneration (including base salary, base wage, commission schedule, prior year’s incentive award and current year’s annual incentive opportunity, in each case, as applicable). All the Business Employees are employed by Seller or Agency as of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authorityhereof.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and Neither Seller nor any Company Employee. The Acquired Company is not a party to or subject to any collective bargaining agreement or other written agreement with a labor union contract applicable to Persons employed and no Business Employee is covered by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employeea collective bargaining agreement. There have been are no (i) strikes, slowdowns, work stoppages, disputeswork slowdowns or lockouts existing or, to the Seller’s knowledge, threatened against or involving the Business Employees, (ii) labor unionizing organizing campaign, certification of a union by the National Labor Relations Board as an official bargaining representative, unfair labor practice charges, grievances or complaints pending or, to the Seller’s knowledge, threatened by or on behalf of any Business Employee or group of such employees, or lockouts(iii) except as set forth on Schedule 4.12(b)(iii), pending or, to the Seller’s knowledge, threatened Action against or affecting the Seller or the Acquired Companies relating to the alleged violation of any Law pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with respect to any Company Employee. To the Knowledge National Labor Relations Board, the Equal Employment Opportunity Commission, Department of the CompanyLabor, there are no material employment-related grievances pending or Threatenedcomparable Governmental Authority. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. Seller and The Company is Acquired Companies are in compliance in all material compliance respects with all applicable Laws, contracts, Laws respecting employment and policies relating to employment, employment practices, wagesoccupational safety and health standards, hours, and terms and conditions of employment, including the obligations WARN Act. As of the Worker Adjustment date of this Agreement, Seller has not received any written notice from any Business Employee who is a management-level employee that such employee intends to terminate his or her employment with the Seller or the Acquired Companies. This representation shall not apply to matters covered by subsection (c) below.
(c) All individuals characterized and Retraining Notification treated by the Acquired Companies as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All Business Employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are properly classified. Seller is in compliance with wages and hours laws and equal pay laws. There is no Action pending before or issued by any Governmental Authority or, to the Seller’s knowledge, no such Action or investigation has been threatened in writing against the Acquired Companies in connection with the employment of 1988any current or former applicant, as amended (“WARN”)employee, consultant, or independent contractor of the Acquired Companies, including any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and all hours, or any other notification and bargaining obligations employment-related matter arising under applicable Laws.
(d) The Seller and Acquired Companies have complied with the WARN Act and they have no current plans to undertake any collective bargaining agreementaction in the future that would trigger the WARN Act. Since January 1, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN2014, affecting in whole or in part any site of employment, facility, operating unit or employee of neither Seller nor the Company, without complying with all provisions of WARN or Acquired Companies have implemented any early retirement, separation plant closing or window program, nor has the Company planned layoff of employees that implicated or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not could reasonably be expected to have a Company Material Adverse Effectimplicate the WARN Act, and no such action will be implemented prior to the extent required by Law or by Contract, with respect Closing without advance notification to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)Buyer.
Appears in 1 contract
Samples: Securities Purchase Agreement (National General Holdings Corp.)
Employment and Labor Matters. (a) Section 3.18(b) of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company Seller is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by which covers employees involved in the Company, nor are there, to Business or the Company’s Knowledge, any activities Purchased Assets and no such collective bargaining agreement or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or contract is being negotiated with respect to any Company Employeesuch employees of Seller. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company Purchaser is not a party to, or otherwise bound by, required to assume any consent decree with, or citation obligations of Seller under any employment contract or other Order by, any Governmental Authority relating employment relationship to Company Employees or employment policies or practices. The Company which Seller is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Companyparty. Except as would set forth in Paragraph 7.5 or the Transition Service Agreement referenced in Paragraph 1.4, Purchaser shall have no legal obligation to hire or employ any of Seller's employees; however, if Purchaser desires to hire any such employees involved in the day to day operation of the Business, Seller will not reasonably be expected take any action to interfere with Purchaser's efforts to hire such employees. Purchaser shall have a Company Material Adverse Effectno obligation or liability to any employee of Seller who refuses, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears reason, any offer of employment made to such employee by Purchaser. Seller has paid in wagesfull, severance pay or any taxes or any penalty for failure will pay, to comply with any all employees of the foregoingBusiness, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business its operations, all wages, salaries, commissions, bonuses and consistent other direct compensation for all services performed by them. Upon the Closing or upon termination of the employment of any of said employees by Seller, Purchaser will not be liable to any of said employees for so-called "severance pay" or any other payments except to the extent such liability is included as an Assumed Obligation. Seller is in compliance with past practiceall federal, state and local laws, ordinances and regulations relating to employment and employment practices at the Business, and all employee benefit plans and tax laws relating to employment at the Business, except where such non-compliance would not have a materially adverse effect on the Business after Closing or on Purchaser. There is no unfair labor practice complaint against Seller relating to the Business pending before the National Labor Relations Board or similar agency or body. There is no labor strike, dispute, slow-down or stoppage actually pending or, to the knowledge of Seller, threatened against or involving the Business. Prior to or at the time of the Closing, Seller will terminate the employment of all employees working for the Business unless Seller has elected to retain such employees on Seller's payroll. Purchaser shall have no obligation for any payments to any qualified or non-qualified pension, profit sharing, or employee benefit plan to which Seller has been a party.
(b) To the Seller's knowledge, except as set forth on Exhibit 5.7(b), no employee who performs services on a regular basis for the Business plans to discontinue such relationship with the Business after the execution and delivery of this Agreement or the Closing.
(c) Except as set forth on Exhibit 5.7(c), the Seller is not a party to any agreement of any kind which deals with wages, conditions of employment, benefits or other matters affecting the employer/employee relationship with any union, labor organization or employee group regarding the Business which will be binding upon Purchaser.
(d) Exhibit 5.7(d) sets forth a complete list of all current employees of the Business, the annual salary of each such employee, the number of years of service of each employee with the Business, a summary of any bonus or additional compensation program or arrangement for the employee and the fringe benefits provided to such employee by the Seller. Exhibit 5.7(d) lists all contracts, agreements or arrangements (written or oral) concerning the employment of any individual employed by the Seller in the Business. Copies of all such written contracts, agreements and arrangements are included on Exhibit 5.7(d). If a written agreement is not provided for any employee, the employee is an employee at-will.
(e) Seller's unused paid time-off policy, under which Purchaser is assuming liability under Section 2.2(iv) to employees of Seller hired by Purchaser, is set forth on Exhibit 5.7(e).
Appears in 1 contract
Samples: Asset Purchase Agreement (Healthplan Services Corp)
Employment and Labor Matters. (a) Section 3.18(b) of Neither the Company Disclosure Schedule identifies (i) all directors and officers nor any of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices its Subsidiaries is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement, collective agreement, labor union Contract, company-wide agreement or other written labor trade union contract applicable to Persons employed by agreement (each, a “Collective Bargaining Agreement”) covering employees in the CompanyUnited States, nor are thereis the Company or any of its Subsidiaries negotiating entry into such an agreement covering employees in the United States.
(b) As of the Put Option Date, to the Company’s Knowledge(i) there is no strike, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikeslockout, slowdowns, work stoppages, disputesslowdown, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions work stoppage against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of its Subsidiaries pending or, to the Company Employees is terminable at the will knowledge of the Company and any such termination its Subsidiaries, threatened, which would result in no Liability be material to the Company. Company and its Subsidiaries taken as a whole, or which would materially impact the operations of the Company and its Subsidiaries in North America, Europe or Latin America; (ii) there is no material pending charge or complaint against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Entity; and (iii) the Company and its Subsidiaries have complied in all material respects with all Laws and Collective Bargaining Agreements regarding employment and employment practices (including anti-discrimination), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices), health and safety, pension and other Laws in respect of any reduction in force (including notice, information and consultation requirements), and no material claims relating to non-compliance with the foregoing or with any employment Contract (including via requalification into employment of any other type of relationship) are pending or, to the knowledge of the Company and its Subsidiaries, threatened.
(c) All foreign employees and former employees of the Company and its Subsidiaries have and in all material respects have had all the valid documents, permits and authorisations permitting them to stay in their country of employment and to perform salaried work for the Company and/or its Subsidiaries.
(d) Except as would could not reasonably be expected to have a Company Material Adverse Effect, and result in material liability to the extent required by Law Company or by Contractits Subsidiaries, with respect to Company Employeesin the past three (3) years, none of the Company and/or its Subsidiaries has (i) withheld and reported all amounts required been a party to be withheld and reported any agreement with respect to wages, salaries and other payments to Company Employees, (ii) a third party that is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to an employee that could reasonably be made in the normal course of business and consistent with past practice)reclassified as an employment Contract.
Appears in 1 contract
Samples: Share Purchase and Contribution Agreement (Concentrix Corp)
Employment and Labor Matters. (a) Section 3.18(b) Neither the Company nor any of the Company Disclosure Schedule identifies (i) all directors Subsidiaries is a party to or bound by any Labor Agreement, and officers no employees of the Company and (ii) all employees and consultants employed or engaged by the Company andSubsidiaries are represented by a labor union, for each individual identified in clauses (i) or (ii)labor organization, sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (works council or other options, warrants employee representative body (a “Union”) with respect to their employment with the Company or similar rights to acquire shares the Company Subsidiaries. Neither the Company nor any of the Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, andSubsidiaries has experienced any actual or, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none Knowledge of the Company’s employment policies , threatened picketing, strike, work stoppage, lockout, slowdown, hand billing, material grievance, material labor arbitration, material labor dispute or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, claim of unfair labor practice charge, or other charge or inquiry against practices since the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company EmployeeReference Date. To the Knowledge of the Company, since the Reference Date, there are have been no material employment-related grievances pending labor organizing activities with respect to any employees of the Company or Threatened. The the Company is Subsidiaries.
(b) Except to the extent such noncompliance would not have a party toCompany Material Adverse Effect, or otherwise bound bythe Company and each of the Company Subsidiaries are, any consent decree withand since the Reference Date have been, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies Laws relating to employmentlabor, employment and employment practices, wages, hours, and including all such Laws relating to terms and conditions of employment, wages and hours (including minimum wage and overtime wages), discrimination, harassment, retaliation, workers’ compensation, safety and health, immigration (including the obligations completion of Forms I-9 for all employees and the proper confirmation of employee visas), work authorization, worker classification (including employee and independent contractor classification and the proper classification of employees as exempt employees and non-exempt employees), migrant and seasonal agricultural workers, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”)) and any similar foreign, and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law state or otherwise. The Company has not effectuated a local “mass layoff” or “plant closing” Law), restrictive covenants, pay transparency, disability rights or benefits, equal opportunity, labor relations, employee leave issues, employee trainings and notices, affirmative action, unemployment insurance, automated employment decision tools and other artificial intelligence.
(c) Neither the Company nor any of the Company Subsidiaries has implemented a “mass layoff” or “plant closing” (as those terms are defined in WARNby WARN or any similar foreign, affecting in whole state or in part any site of employment, facility, operating unit or employee local Laws) since the Reference Date.
(d) To the Knowledge of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned and the Company Subsidiaries have reasonably investigated all sexual harassment allegations, or announced other allegations of unlawful discrimination or retaliation of which any of them is aware. With respect to each such allegation with potential merit of which the Company has Knowledge, the Company or its applicable Company Subsidiary has taken prompt corrective action or program for the futurethat is reasonably calculated to prevent further improper conduct. To the Knowledge of the Company’s Knowledge, there no material allegations of sexual harassment are no pending or Threatened or reasonably anticipated claims or actions against any employee of the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable Subsidiaries at the will level of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law Vice President or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)above.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(b) The Seller Parties have provided or made available to Buyer a complete and correct list, as of the date hereof, of the employee number, job title, date of hiring or engagement (as applicable), employer, current base salary or hourly wage rate, as applicable, cash bonuses and other cash compensation, equity-based awards, sick, vacation and personal leave, and service credit recognized for purposes of CHK’s 401(k) savings plan (and any other plan for which service credit is relevant for purposes of determining vesting, eligibility, or level or duration of benefits) with respect to each employee of CHK and its Affiliates, including those on leave, who provide services primarily in connection with the Company’s business (collectively, the “Company Disclosure Schedule identifies Business Employees”); provided, however, that as to vacation, sick and personal leave balances, such information has been provided as of a date that is no more than 5 Business Days prior to the date hereof.
(b) The Company does not and has never employed any employees, as defined under applicable Laws, whether co-employed or otherwise.
(c) There has been no (i) all directors and officers strike or material grievance, claim of unfair labor practices, or other collective bargaining dispute within the past two (2) years involving any Company and Business Employees, (ii) all employees and consultants employed notification of any material grievances, labor or engaged by employment litigations, complaints, applications or charges that have been filed against CHK or any of its Affiliates with respect to the Company andBusiness Employees, for each individual identified in clauses under any dispute resolution procedure (iincluding any proceedings under any dispute resolution procedure under any collective bargaining agreement) that are still pending, or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, iii) with respect to the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, andBusiness Employees, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none Knowledge of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened ActionSeller Parties, unfair labor practice chargepractice.
(d) To the Knowledge of Seller Parties, no organizational effort is presently being made or other charge or inquiry against the Company brought threatened by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority union with respect to employment policies or practices brought by or before any Court or Governmental Authoritythe Company Business Employees.
(be) To the Company’s Knowledge, there are no controversies None of CHK and its Affiliates has received notice of pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings threatened changes of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or employment status with respect to any (including resignation of) the Company Employee. To Business Employees listed on Schedule 2.21(e).
(f) Within the Knowledge past 90 days, in respect of the conduct of the business of the Company, there are has been no material employment-related grievances pending plant closing or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is mass layoffs as defined in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended or any similar state or local Law (“WARN”)) without complying with any notice obligations required by WARN.
(g) There are no strikes, work stoppages, work slowdowns or lockouts pending or, to the Knowledge of Seller Parties, threatened, by or on behalf of the Company Business Employees.
(h) To the Knowledge of Seller Parties, CHK and its Affiliates are in compliance with all Laws applicable to the Company Business Employees respecting employment and employment practices, equal employment opportunity, pay equity, nondiscrimination, human rights, labor relations, employment and reemployment rights of members of the uniformed services, immigration, benefits, collective bargaining, the payment of social security and similar Taxes, occupational safety and health, workers’ compensation, plant closings, terms, and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site conditions of employment, facility, operating unit or employee of the Companyand wages and hours (including, without complying with all provisions limitation, classifications of WARN or implemented service providers as employees and/or independent contractors), except where any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability failure to the Company. Except as comply would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has result in material Liability (i) withheld to Buyer or (ii) in connection with the conduct of the business of the Company substantially in the same manner as is currently being conducted and reported all amounts the performance by the Company of its obligations that are currently required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)performed under its Material Contracts.
Appears in 1 contract
Samples: Unit Purchase Agreement (Chesapeake Midstream Partners Lp)
Employment and Labor Matters. (a) Section 3.18(b) Neither the Company nor any of its Subsidiaries is or has ever been a party to or otherwise bound by any collective bargaining agreement or other agreement with a labor union, works council or other employee representative body, nor is any such Contract being presently negotiated by the Company or any of its Subsidiaries. No employees of the Company Disclosure Schedule identifies (i) all directors and officers or any of its Subsidiaries are or have been, with respect to their work for the Company and (ii) all employees and consultants employed or engaged any of its Subsidiaries, represented by the Company anda labor union, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (works council or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company caremployee representative body, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To to the Company’s Knowledge, there is no pending representation campaign or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority certification process with respect to employment policies any of the employees of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has experienced any picketing, strike, slowdown, work stoppage, lockout or material grievance, claim of unfair labor practices brought by or before any Court other collective bargaining dispute since the Reference Date, and to the Company’s Knowledge, no picketing, strike, slowdown, work stoppage, lockout or Governmental Authoritymaterial grievance, claim of unfair labor practices or other collective bargaining dispute is threatened.
(b) The Company has made available to Parent a true and correct list of each officer and employee of the Company or any of its Subsidiaries as of the date hereof (identified by employee identification number), together with each such person’s current job title, date of hire, exempt classification status under the Fair Labor Standards Act, full-time or part-time status, work location, annual base salary or wage rate, as well as each such person’s annual incentive or bonus compensation target for the current calendar year (or other applicable bonus period) and whether such employee is currently on disability or other leave of absence, other than short-term absences of less than six (6) weeks.
(c) The Company and its Subsidiaries are, and between the Reference Date and the date of this Agreement have been, in compliance in all material respects with all Laws relating to labor and employment, including all such Laws relating to wages (including minimum wage and overtime wages), discrimination, harassment, retaliation, pay equity, workers’ compensation, safety and health, immigration (including with respect to Forms I-9), work authorization, worker classification (including employee-independent contractor classification and the proper classification of employees as exempt employees and non-exempt employees), the Worker Adjustment and Retraining Notification Act (“WARN”) and any similar foreign, state, provincial or local “mass layoff” or “plant closing” Law.
(d) There has been no “mass layoff” or “plant closing” (as defined by WARN or any similar foreign, state, provincial or local Laws) with respect to the Company between the Reference Date and the date of this Agreement.
(e) To the Company’s Knowledge, there are no controversies pending or Threatened, between employee of the Company and or any Company Employee. of its Subsidiaries is a party to, or is otherwise bound by, any agreement, including any confidentiality or non-competition agreement, that in any material way prohibits, adversely affects or restricts the performance of such employee’s duties as presently conducted.
(f) The Company is has not a party to received any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are thereor, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending oral allegations of sexual harassment (with respect to any director or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations officer of the Worker Adjustment and Retraining Notification Act Company or any of 1988its Subsidiaries, as amended (“WARN”whether or not such allegation relates to such director’s service or such officer’s employment with the Company). Neither the Company nor any of its Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment or sexual misconduct by a director, and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit officer or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made its Subsidiaries in the normal course of business and consistent with past practice)six (6) years.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(b3.17(a) of the Company Seller Disclosure Schedule identifies (i) all directors sets forth an accurate and officers complete list of the Company and (ii) all employees and consultants employed independent contractors currently performing services for the Seller, including each employee on leave of absence or engaged by layoff status, along with the Company andposition, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number engagement or seniority, compensation and type of shares of Company Stockbenefits, Company Options scheduled or contemplated increases in compensation, scheduled or contemplated promotions, accrued but unused sick and Company Warrants (vacation leave or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type and service credited for purposes of leave, and, vesting and eligibility to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month periodparticipate under any Seller Plan with respect to such Persons. To the CompanySeller’s Knowledge, none no director, officer, key employee or group of employees of the Company’s Seller intends to terminate his, her or their employment policies with the Seller.
(b) Neither the Seller nor any ERISA Affiliate is, or practices is currently being audited has been, a party to or investigated bound by any Governmental Authority or Court. To the Company’s Knowledgecollective bargaining, there is no pending or Threatened Actionworks council, unfair labor practice charge, employee representative or other charge Contract with any labor union, works council or inquiry against representative of any employee group, nor is any such Contract being negotiated by the Company brought Seller or any ERISA Affiliate. The Seller has no Knowledge of any union organizing, election or other activities made or threatened at any time within the past 3 years by or on behalf of any Company Employeeunion, prospective employeeworks council, employee representative or other labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings group of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or employees with respect to any Company Employeeemployees of the Seller. There is no union, works council, employee representative or other labor organization, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted connection with the transactions contemplated by this Agreement.
(c) Since the Seller Formation Date, the Seller has not experienced any labor strike, picketing, slowdown, lockout, employee grievance process or other work stoppage or labor dispute, nor to the Seller’s Knowledge is any such action threatened. To the Knowledge Seller’s Knowledge, no event has occurred or circumstance exists that may give rise to any such action, nor does the Seller contemplate a lockout of the Company, there are no material employment-related grievances pending or Threatened. any employees.
(d) The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is Seller has complied in material compliance all respects with all applicable Laws, contracts, Laws and its own policies relating to employmentlabor and employment matters, including fair employment practices, wages, hours, and terms and conditions of employment, including contractual obligations, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, workers’ compensation, the obligations payment of social security and similar Taxes, occupational safety and plant closing.
(e) There is no Proceeding pending or, to the Worker Adjustment and Retraining Notification Act Seller’s Knowledge, threatened against or affecting the Seller relating to the alleged violation by the Seller (or its directors or officers) of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law pertaining to labor relations or otherwiseemployment matters. The Company Seller has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part committed any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window programunfair labor practice, nor has there has been any charge or complaint of unfair labor practice filed or, to the Company planned or announced any such action or program for the future. To the CompanySeller’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions threatened against the Company Seller before the National Labor Relations Board or any Company trustee under other Governmental Authority. There has been no complaint, claim or charge of discrimination filed or, to the Seller’s Knowledge, threatened, against the Seller with the Equal Employment Opportunity Commission or any worker’s compensation policy other Governmental Authority.
(f) Since the Seller Formation Date, the Seller has not implemented any plant closing or long-term disability policylayoff of employees that could implicate the WARN Act, and no such action will be implemented without advance notification to the Purchaser. The services provided by each Section 3.17(f) of the Company Employees is terminable at the will Seller Disclosure Schedule sets forth an accurate and complete list of all employees of the Company and any such termination would result Seller who have been terminated or laid off, or whose hours of work have been reduced by more than 50% by the Seller, in no Liability the six months prior to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any date of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Nova Biosource Fuels, Inc.)
Employment and Labor Matters. (a) Section 3.18(b) The Seller Entities have made available to Purchaser a true and correct list of the Company Disclosure Schedule identifies (i) all directors the name of each Employee and officers each such individual’s title, worksite, current base salary or wage rate, current annual bonus target or commission rate (if any), hire date, status as active or on leave (and, if on leave, the nature of the Company leave and the expected return date) and immigration status (if applicable), with such Employee’s name redacted if required by applicable Law and (ii) all employees and consultants employed or engaged by the name of each other individual directly providing services to the Company and, for each individual identified in clauses (i) or (ii), sets forth its Subsidiaries at an annual compensation rate of $100,000 or more and each such individual’s rate of pay or annual compensationservice start date, job title worksite, approximate hours per week worked, primary service provided and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authoritycompensation rate.
(bi) To the Company’s Knowledge, there are no controversies pending or Threatened, between Neither the Company and nor any Company Employee. The Company of its Subsidiaries is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by any Employee, (ii) there is no (and during the Companypast four (4) years, nor are therethere has been no) current labor strike, to the Company’s Knowledgelockout arbitration, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikesgrievance, slowdownsslowdown, work stoppages, disputesstoppage, or lockouts, by organizational effort pending or with respect threatened in writing against the Company or its Subsidiaries and (iii) to any Company Employee. To the Knowledge of the CompanySeller Entities, there are no material employment-related grievances pending organizational campaigns, petitions or Threatenedother unionization activities seeking recognition of a collective bargaining unit relating to any Employee. Neither the Company nor any of its Subsidiaries is required to notify, consult with or obtain approval from any union, works council or similar body in order to consummate the transactions described herein.
(c) Currently, and during the applicable statute of limitations period,
(i) The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is and each of its Subsidiaries have been in material compliance with all applicable LawsLaws related to the employment of labor, contracts, and policies relating including without limitation those related to employment, employment practices, wages, hours, collective bargaining, employee safety and terms and conditions health, classification of employees as exempt or non-exempt, classification of service providers as employees or independent contractors, withholding, prohibited discrimination, equal employment, fair employment practices (including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”record keeping requirements), meal and all other notification rest periods, leaves, immigration and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. data privacy.
(ii) The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to its Subsidiaries (A) have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and properly reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Company EmployeesEmployees and other service providers, (iiB) is are not liable for any arrears in of wages, severance pay or any pay, taxes or any penalty for failure to comply with any of the foregoingpenalties, and (iiiC) is are not liable for any payment to any trust or other fund governed by for contributions or maintained by or on behalf of any Governmental Authority with respect payments related to unemployment compensation benefits, social security Employees or other benefits or obligations for Company Employees service providers, (other than routine payments to be made in the normal course of business Ordinary Course and consistent with past practice).
(iii) There is no charge of discrimination in employment or employment practices, for any reason, including age, gender, race, religion or other legally protected category that is threatened in writing or pending before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Company or any of its Subsidiaries has employed or currently employs any Person.
(iv) Neither the Company nor any of its Subsidiaries is a party to a conciliation agreement, consent decree or other agreement or order with any Governmental Authority with respect to employment practices or under investigation by any Governmental Authority with respect to employment practices.
(v) There are no actions, suits, claims or administrative matters currently pending or threatened in writing, between the Company or any of its Subsidiaries, on the one hand, and any or all of their respective current or former Employees contractors or consultants, on the other hand, including without limitation any claims related to harassment or discrimination, wages or hours, breach of contract, wrongful termination, lay off, reduction in force, defamation, intentional or negligent infliction of emotional distress, interference with contract or interference with actual or prospective economic disadvantage, ownership of, or misappropriation of intellectual property agreement, or any other employment or labor matters whatsoever.
(vi) There are no claims or actions against the Company or any of its Subsidiaries, or any trustee of the Company or any of its Subsidiaries pending or threatened in writing under any worker’s compensation policy, long-term disability plan or policy or similar policy.
(vii) Neither the Company nor any of its Subsidiaries has misclassified any service provider as an independent contractor, consultant, temporary employee, volunteer, or any other servant or agent compensated other than through reportable wages as an employee of the Company or any of its Subsidiaries and no individual has been improperly excluded from any Plan.
(d) There are no employment contracts or arrangements (other than (1) for Employees in the U.S., those terminable at will without material liability to the Company or its Subsidiaries, and (2) for Employees outside the U.S., those terminable without material liability to the Company or its Subsidiaries other than statutorily required severance, termination pay, notice period and/or notice pay obligations) with any Employees of the Company or its Subsidiaries. All employees and consultants of the Company and its Subsidiaries have signed the standard forms of offer letters, employment agreements, or consulting agreements of the Company or its Subsidiaries in the forms which have been made available to Purchaser.
(e) The Company and its Subsidiaries are, and for the past four (4) years have been, in compliance with WARN, to the extent applicable. During the 90-day period immediately before the Closing, neither the Company nor any of its Subsidiaries has taken any action that (i) would reasonably be expected to cause Purchaser or any of its Affiliates to have any liability or other obligation following the Closing Date under WARN unless such liability or obligations are solely due to actions taken by Purchaser or any of its Affiliates in anticipation of, on, or after the Closing, (ii) would constitute a “mass layoff” or “plant closing” within the meaning of WARN or would otherwise trigger notice requirements or liability under WARN, or (iii) resulted in the termination of employment of 50 or more employees (or more than 10% of the employees in any country outside of the United States).
(f) To the Knowledge of the Seller Entities, no Employee or consultant of the Company or any of its Subsidiaries is obligated under any Contract, or subject to any judgment, decree, or order of any court or administrative agency, that would interfere with such Person’s efforts to promote the interests of the Company or any of its Subsidiaries or that would interfere with their business.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(b3.16(a) of the Company Disclosure Schedule identifies is a true, correct and complete list of all Persons who are employees, consultants, or contractors of the Spontania Business as of the date hereof, and sets forth for each such individual the following: (i) all directors and officers of the Company and name; (ii) all employees title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and consultants employed or engaged by (vi) a description of the Company and, for each individual identified in clauses (i) or (ii), sets forth fringe and social benefits provided to each such individual’s rate individual as of pay or annual the date hereof. As of the date hereof, all compensation, job title commissions, bonuses, and date social or fringe benefits payable to Employees, consultants, or contractors of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (Spontania Business for services performed on or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, date hereof have been paid in full and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending outstanding agreements, understandings or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings commitments of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or Seller with respect to any Company Employeecommissions, bonuses or increases in compensation. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company Seller is not a party to, or otherwise bound by, any consent decree with, or citation collective bargaining or other Order byContract with a labor organization representing any of its employees, and there are no labor organizations representing, purporting to represent or, to Seller’s Knowledge, attempting to represent any employee. There has never been, nor has there been any threat of, any Governmental Authority relating strike, slowdown, work stoppage, lockout, concerted refusal to Company Employees work overtime or employment policies other similar labor activity or practices. The Company dispute affecting Seller or any of its employees.
(b) Seller is and has been in material compliance with all applicable LawsLaws pertaining to employment and employment practices to the extent they relate to the Seller Employees, contracts, and policies including all Laws relating to employmentlabor relations, equal employment opportunities, fair employment practices, employment practicesdiscrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, health and terms safety, workers’ compensation, leaves of absence and conditions of employment, including the obligations unemployment insurance. All individuals characterized and treated by Seller as consultants or contractors of the Worker Adjustment and Retraining Notification Act of 1988Spontania Business are properly treated as independent contractors under all applicable Laws. There are no Actions against Seller pending, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of to the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the CompanySeller’s Knowledge, there are no pending threatened to be brought or Threatened filed, by or reasonably anticipated claims with any Governmental Authority or actions against arbitrator in connection with the Company employment of any current or any Company trustee under any worker’s compensation policy former Employee, consultant or long-term disability policy. The services provided by each independent contractor of the Company Employees is terminable at the will of the Company and Spontania Business, including, without limitation, any such termination would result in no Liability claim relating to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effectunfair labor practices, and to the extent required by Law or by Contractemployment discrimination, with respect to Company Employeesharassment, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wagesretaliation, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance equal pay or any taxes other employment related matter arising under applicable Laws.
(c) To Seller’s Knowledge, no Seller Employee, officer, independent contractor, director, management or Affiliate of Seller has any penalty for failure direct or indirect interests in the business of Seller’s competitors.
(d) There is no labor dispute pending or, to comply with any Seller’s Knowledge, threatened, against Sellers.
(e) None of the foregoingSeller Employees that will remain employed by Seller or that are not listed on Appendix B will have any claim or right to be included as a Newco Employee. Therefore, and (iii) is not liable Seller agrees to compensate Newco for any payment to any trust damage caused or other fund governed by Liability or maintained by or on behalf Loss suffered as a consequence of any Governmental Authority with respect judicial decision or out of court agreement as a consequence of which Newco may be obliged to unemployment compensation benefitspay salaries, social security costs, dismissal costs or any other benefits quantity to, or obligations for Company Employees (other than routine payments to be made in the normal course caused by, any of business and consistent with past practice)Dialcom’s remaining Seller Employee.
Appears in 1 contract
Samples: Framework Agreement (Clearone Inc)
Employment and Labor Matters. (a) Except as set forth in Section 3.18(b4.12(a) of the Company Focus Disclosure Schedule identifies (i) all directors and officers Schedule, as of the Company and (ii) all employees and consultants employed date hereof, there are no material employment, consulting, severance pay, continuation pay, termination or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (indemnification agreement or other optionssimilar agreements of any nature (whether in writing or not) between Focus or any Subsidiary and any current or former shareholder, warrants officer, director, employee, or any consultant. Except as set forth in Section 4.12(a) of the Focus Disclosure Schedule, no individual will accrue or receive additional benefits, service or accelerated rights to payments under any Focus Agreement or any of the agreements set forth in Section 4.12(a) of the Focus Disclosure Schedule, 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 rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none payments as a result of the Company’s transaction contemplated herein that could result in the payment of any such benefits or payments. Neither Focus nor any Subsidiary is delinquent in payments to any of its employees or consultants for any wages, salaries, commissions, bonuses or other compensation for any services. None of Focus' or any Subsidiary's employment policies or practices is currently being audited or investigated by any Governmental Authority Authority. There are no threatened or Court. To the Company’s Knowledge, there is no pending Actions alleging claims against Focus or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company any Subsidiary brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authoritypractices.
(b) To Except as set forth in Section 4.12(b) of the Company’s KnowledgeFocus Disclosure Schedule, there are no controversies pending or Threatenedthreatened, between the Company Focus or any of its Subsidiaries and any Company Employee. The Company of their respective employees and employee relations are, in general, considered to be good; neither Focus nor any of its Subsidiaries is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons persons employed by the Company, Focus or its Subsidiaries nor are there, to the Company’s Knowledge, there any activities or proceedings of any labor union to organize any such Company Employee. There employees of Focus or any of its Subsidiaries; during the past five years there have been no strikes, slowdowns, work stoppages, disputeslockouts, or lockoutsthreats thereof, by or with respect to any Company Employeeemployees of Focus or any of its Subsidiaries. To Focus does not have nor at the Knowledge Closing will the company have any obligation under the Worker Adjustment and Retraining Notification Act (the "WARN Act"). Focus and each of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company its Subsidiaries is in material compliance with all applicable Lawsstate, contractslocal, federal and policies relating to foreign employment, employment practiceswage and hour, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries labor and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)applicable laws.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(b) of the Company Disclosure Schedule identifies (i) SCHEDULE 2.8 lists all directors employees and officers of each of the Company Sellers on the date hereof, along with the amount of the current annual salaries and (ii) all total compensation paid or due for services to such employee or officer for the most recent fiscal year end and the year to date, and a full and complete description of any commitments to such employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights officers with respect to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month periodcompensation payable thereafter. To the Company’s Knowledge, none best knowledge of the Company’s Sellers, except for Xxxxxxxx Xxxx, no key employee or group of employees has any plans to terminate employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To with either of the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental AuthoritySellers.
(b) To Neither of the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company Sellers is not a party to or bound by any collective bargaining agreement with any labor organization, group or other written labor union contract applicable to Persons employed by the Companyassociation covering any of its employees, nor do the Sellers have any knowledge of any attempt to organize either of the Sellers' employees by any Person, unit or group seeking to act as their bargaining agent. There are thereno pending or, to the Company’s Knowledgebest knowledge of the Sellers, any activities threatened charges (by employees, their representatives or proceedings governmental authorities) of unfair labor practices or of employment discrimination or of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or other wrongful action with respect to any Company Employee. To the Knowledge aspect of employment of any person employed or formerly employed by either of the Company, there are no material employment-related grievances pending or ThreatenedSellers. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority No union representation election relating to Company Employees employees of either of the Sellers has been scheduled by any governmental agency or authority, no organizational effort is being made with respect to any of such employees, and there is no investigation of either of the Sellers' employment policies or practicespractices by any governmental agency or authority pending or threatened. The Company Neither of the Sellers is currently, nor have they been, involved in labor negotiations with any unit or group seeking to become the bargaining unit for any employees of either of the Sellers. Neither of the Sellers has experienced any material compliance work stoppages, and to the best knowledge of Sellers, no work stoppage is planned. Each of the Sellers has complied with all applicable Laws, contracts, material laws and policies regulations relating to employmentthe employment of labor, including, without limitation, any provisions thereof relating to wages, hours, employment practices, wages, hours, and terms and conditions of employment, including collective bargaining, equal opportunity or similar laws and the obligations payment of the Worker Adjustment social security and Retraining Notification Act of 1988, as amended (“WARN”)similar taxes, and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any material arrears in wages, severance pay of wages or any material taxes or any penalty penalties for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice).
Appears in 1 contract
Samples: Asset Purchase Agreement (Thermoview Industries Inc)
Employment and Labor Matters. (a) Section 3.18(bNeither Parent nor any Parent Subsidiary is delinquent in material payments to any employee or former employee for any services or amounts required to be reimbursed or otherwise paid. Parent and each Parent Subsidiary is and has been at all times in material compliance with any and all agreements between Parent or any Parent Subsidiary and any employee or Parent or any Parent Subsidiary.
(b) Neither Parent nor any Parent Subsidiary is a party to, nor bound by, any labor, collective bargaining or other agreement with any Union.
(c) The consent or consultation of, or the rendering of formal advice by, any labor union, works council or other labor organization or employee representative body (each, a “Union”) is not required for Parent to enter into this Agreement or to consummate any of the Company Disclosure Schedule identifies (i) all directors and officers transactions contemplated hereby or to terminate or layoff any employees Parent or any Parent Subsidiary in the event any of the Company transactions contemplated hereby are consummated.
(d) Neither Parent nor any Parent Subsidiary has, and (ii) all employees and consultants employed or engaged by the Company andneither Parent nor any Parent Subsidiary has had at any time since January 1, for each individual identified in clauses (i) or (ii)2017, sets forth each such individual’s rate of pay or annual compensationany duty to bargain with any labor organization. Neither Parent nor any Parent Subsidiary is currently negotiating any labor, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (collective bargaining or other optionsagreement with any Union, warrants and there is not, and has not been, any Union representing or similar rights purporting to acquire shares represent any employee of Company Stock) beneficially owned Parent. No employee or held by such individual, current paid time-off eligibility Union is making or has made a demand for recognition or has filed a petition seeking representation with the current calendar year (including accrued paid time off from prior years), leave status (including type National Labor Relations Board with respect to employees of leaveParent or any Parent Subsidiary, and, to the extent provided by the employeeKnowledge of Parent, the stated return no Union, employee or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month group of employees is seeking or has sought to organize employees of Parent or any Parent Subsidiary for the preceding twelve-month periodpurpose of collective bargaining. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is Parent has no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf Knowledge of any Company Employee, prospective employee, labor organization facts to suggest that any demand for recognition or other employee representative, effort or other individual attempt to organize employees of Parent or any Governmental Authority with respect to employment policies Parent Subsidiary is imminent, likely or practices brought by or before any Court or Governmental Authorityexpected.
(be) To Since January 1, 2017, there has been no actual or, to the Company’s KnowledgeKnowledge of Parent, threatened in writing, labor strike, dispute, walkout, work stoppage, picketing, hand billing, slowdown or lockout against Parent or any Parent Subsidiary.
(f) Parent and each of the Parent Subsidiaries is and, at all times has been, in compliance in all material respects with all applicable Laws pertaining to employment, labor relations and employment and labor relations practices, wage and hour, workers’ compensation, health and safety, collective bargaining and employee benefits. All individuals characterized and treated by Parent or any Parent Subsidiary as independent contractors or consultants are properly classified and utilized as independent contractors under all applicable Laws, and are not employees of Parent or a Parent Subsidiary, as applicable. All individuals characterized and classified and utilized by Parent or any Parent Subsidiary as leased employees are properly classified as employees of the applicable leasing company, and are not employees of Parent or a Parent Subsidiary, as applicable.
(g) Except as listed in Section 3.10(b) of the Parent Disclosure Letter, there are no controversies pending or Threatenedno, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement there have been no, material grievances, complaints, citations, charges, actions, claims, suits, litigation, arbitrations, mediations, hearings, investigations or other written labor union contract applicable to Persons employed by the Companyproceedings against Parent or any Parent Subsidiary pending, nor are thereor, to the Company’s KnowledgeKnowledge of Parent, any activities threatened to be brought or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockoutsfiled, by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending court or Threatened. The Company is not a party toarbitrator or any other Governmental Entity, or otherwise bound byany Orders or settlement agreements, in connection with the employment of any consent decree withcurrent, former or citation prospective employee of Parent or other Order byany Parent Subsidiary.
(h) All employees of Parent or any Parent Subsidiary are currently (and all employees, current and previous, of Parent or any Governmental Authority relating to Company Employees Parent Subsidiary have been at all times since January 1, 2017) properly classified and compensated by Parent or employment policies or practices. The Company is Parent Subsidiary in material accordance with the Fair Labor Standards Act and state and local wage and hour Laws.
(i) Parent and each Parent Subsidiary is, and has been at all times since January 1, 2017, in compliance with any and all applicable Laws, contracts, Laws related to mass layoff and policies relating to employment, employment practices, wages, hours, and terms and conditions of employmentplant closings, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988Act, as amended 29 U.S.C. §§ 2101 et seq., and the regulations promulgated thereunder (the “WARNWARN Act”), and neither Parent nor any Parent Subsidiary has any plans to undertake any action that would trigger any notice or payment or other obligation under the WARN Act. Since January 1, 2020, Parent and each Parent Subsidiary have not incurred any material liability or obligation under the WARN Act or comparable state or local law.
(j) Parent has made available to Company a complete and accurate list of all other notification employees and bargaining obligations arising under former employees of Parent or any collective bargaining Parent Subsidiary covered by any employment, severance, change-in-control, or retention agreement and any non-competition, non-solicitation, confidentiality, Intellectual Property Rights or similar agreement with Parent or any Parent Subsidiary, and Parent has provided or made available to Parent current and complete forms of each such agreement.
(k) To the Knowledge of Parent, no Key Employee is in any material respect in violation of any term of any employment agreement, by Law nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant, Parent or otherwise. The Company has not effectuated a “plant closing” Parent Subsidiary policy or “mass layoff” other obligation to any third party as those terms are defined in WARN, affecting in whole related to their employment with Parent or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the futureParent Subsidiary. To the Company’s KnowledgeKnowledge of Parent, there are no pending current or Threatened former employee or reasonably anticipated claims or actions against the Company independent contractor of Parent or any Company trustee under Parent Subsidiary is in any worker’s compensation policy material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability other obligation to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law Parent or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoingParent Subsidiaries.
(l) Except as provided in Section 3.10(l) of the Parent Disclosure Letter, no Key Employee has notified Parent or otherwise expressed that he/she intends to terminate his/her employment with Parent.
(m) To the Knowledge of Parent, since January 1, 2017, no current or former management or executive-level employee of Parent or any Parent Subsidiary has engaged in or been alleged to have engaged in any act or conduct that constitutes a Misconduct Claim, and, to the Knowledge of Parent, no such allegation is pending or threatened, or has been investigated, litigated or become the subject of administrative proceedings. Since January 1, 2017, neither Parent nor any Parent Subsidiary has terminated any current or former employee related to any Misconduct Claim, or entered into any settlement or settlement discussions with any Person regarding a Misconduct Claim. Parent and each Parent Subsidiary has established and distributed to its employees a policy or policies against harassment and a complaint procedure, and (iii) is not liable for any payment has required all officers, managers and staff employees to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)undergo anti-harassment training.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(bSchedule 2.15(a) contains a list of all persons who are employees, independent contractors or consultants of the Acquired Companies as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth on Schedule 2.15(a), through the end of the last full payroll period ending prior to the Closing Date, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors or consultants of the Company Disclosure Schedule identifies for services performed on or prior to the date hereof have been paid in full (ior accrued in full on the Estimated Closing Net Working Capital) all directors and officers there are no outstanding agreements, understandings or commitments of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies any compensation, commissions, bonuses or practices brought by or before any Court or Governmental Authorityfees.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The No Acquired Company is not a party to or bound by any collective bargaining agreement or trade union agreement. Since January 1, 2015, no Acquired Company has experienced any actual or threatened strikes, grievances, claims of unfair labor practices, other written labor union contract applicable collective bargaining disputes, corporate campaigns, petitions, demands for recognition or, to Persons employed by the knowledge of the Company, nor are thereother unionization activities seeking recognition of a bargaining unit at any Acquired Company and, to the Company’s Knowledge, any activities or proceedings knowledge of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company, there are no efforts being threatened.
(c) The Acquired Companies have since January 1, 2015 complied in all material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance respects with all applicable Laws, contracts, and policies Laws relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries hours, collective bargaining, employee classification (for overtime purposes or as employee versus independent contractor), pay equity, employee privacy, unemployment insurance, worker’s compensation, anti-discrimination and equal employment opportunity, age and disability discrimination, occupational safety and health and immigration control and with all employment agreements, independent contractor agreements, and other payments individual service providing agreements. To the extent that the Acquired Companies have used the services of any individual on an independent contractor or consultant basis, the Acquired Companies properly classify and treat, and have properly classified and treated, each such individual as an independent contractor or consultant (as distinguished from a Form W-2 employee) in accordance with applicable Laws and for the purpose of all Plans.
(d) Each consultant or independent contractor retained by an Acquired Company is a party to Company Employeesa written agreement or contract with the Acquired Companies. Each such consultant and independent contractor has entered into either: (i) the Acquired Company’s standard form of confidentiality, non-competition and assignment of inventions agreement with the applicable Acquired Company, a true, correct and complete copy of which has been provided to Buyer; or (ii) is not liable for an agreement containing substantially similar provisions regarding confidentiality and assignment of inventions as such standard form. No Acquired Company has incurred, and to the Company’s knowledge, no circumstance exists under which an Acquired Company would reasonably be expected to incur, any arrears in wagesliability arising from the misclassification of employees as consultants or independent contractors, severance pay or any taxes from the misclassification of consultants or any penalty for failure to comply with any independent contractors as employees.
(e) Each employee of the foregoingAcquired Companies working in a country other than the one of which such employee is a national has a valid work permit, and (iii) is not liable for any payment to any trust certificate of sponsorship, visa, or other fund governed by right under applicable Law that permits him or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments her to be made employed lawfully by the Acquired Company in the normal course of business and consistent with past practice)country in which he or she is so employed.
Appears in 1 contract
Samples: Share Purchase Agreement (Liberated Syndication Inc.)
Employment and Labor Matters. (a) Section 3.18(b) None of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices Business Entities is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to or otherwise bound by any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of with any labor union or similar organization, and none of the Business Employees are subject to organize or covered by any such Company Employeecollective bargaining agreement or are represented by any labor organization. There have been To Sellers’ knowledge, there are no strikesunion organizational drives in progress with respect to any Business Employees. Additionally (i) there is no unfair labor practice charge or complaint pending before any applicable Governmental Authority relating to the Business Entities and any employee or other service provider thereof, slowdowns(ii) there is no labor strike, material slowdown, material work stoppagesstoppage or lockout pending or, disputesto Sellers’ knowledge, threatened against or lockoutsaffecting the Business Entities, and none of the Business Entities has experienced any strike, material slowdown or material work stoppage, lockout or other collective labor action by or with respect to its employees since the Acquisition Date, (iii) there is no representation claim or petition pending before any Company Employee. To the Knowledge of the Companyapplicable Governmental Authority, and (iv) there are no material employment-related grievances charges with respect to or relating to the Business Entities pending or Threatened. The Company is not a party to, or otherwise bound by, before any consent decree with, or citation or other Order by, any applicable Governmental Authority relating to Company Employees or responsible for the prevention of unlawful employment policies or practices. .
(b) The Company is Business Entities are, and since the Acquisition Date, have been, in compliance in all material compliance respects with all applicable Laws, contracts, and policies Laws relating to employmentemployment of labor, employment practices, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and terms health, employment of foreign citizens, classification and conditions treatment of employmentindependent contractors as non-employees (including for purposes of all Tax Laws), workers’ compensation, pay equity, plant closings and layoffs (including the obligations of the U.S. Worker Adjustment and Retraining Notification Act of 19881988 and comparable state, as amended (“WARN”local or other applicable Laws), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site payment of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effectovertime, and the collection and payment of withholding and/or social security Taxes.
(c) Neither the Business Entities nor, to the extent required by Law or by ContractSellers’ knowledge, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoingBusiness Entities’ employees or individual independent contractors is bound by any contract (including licenses, and (iiicovenants or commitments of any nature) is not liable for any payment or subject to any trust judgment, decree or other fund governed by or maintained by or on behalf order of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments the FTC Order) that would materially interfere with the use of such Person’s best efforts to be made promote the interests of the Business Entities or that would materially conflict with the Business as currently conducted.
(d) No employee of the Sellers and their respective Affiliates (other than the Business Employees) primarily provide services to the Business Entities (other than employees of the Sellers whose service to the Business Entities relates solely to the transactions contemplated by this Agreement and who are not otherwise critical to the day-to-day operations of the Business) or are otherwise critical to the continued operations of the Business Entities in the normal course of business and consistent with past practice)same manner as operated immediately prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Polypore International, Inc.)
Employment and Labor Matters. (a) Section 3.18(b) of the No Acquired Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed is or engaged has at any time been bound by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants any collective bargaining or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority agreement with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledgeits employees. There is no labor strike, there are no controversies pending or Threatenedwork stoppage, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement picketing, lockout, walkout or other written labor union contract applicable to Persons employed by the Company, nor are thereorganized work interruption pending or, to the Company’s Knowledge, any activities or proceedings of any labor union to organize threatened against an Acquired Company, and the Acquired Companies have not experienced any such Company Employeelabor strike, work stoppage, picketing, lockout, walkout or other organized work interruption during the past three years. There have been are no strikeslabor unions or other organizations representing, slowdownspurporting to represent and, work stoppagesto the Company’s Knowledge, disputes, or lockouts, by or no union organization campaign is in progress with respect to to, any Company Employeeemployees of an Acquired Company. To the Knowledge Except as set forth on Section 4.20(a) of the CompanyDisclosure Schedules, there are no (i) unfair labor practice charges pending before the National Labor Relations Board or any other Governmental Entity or (ii) material grievances, complaints, claims or judicial or administrative proceedings, in each case, which are pending or, to the Company’s Knowledge, threatened by or on behalf of any employees.
(b) Except as set forth on Section 4.20(b)(i) of the Disclosure Schedules, each Acquired Company is in compliance in all material respects with all Applicable Laws, statutes, rules and regulations respecting employment and employment practices, terms and conditions of employment of employees, former employees and prospective employees, wages and hours, pay equity, discrimination in employment, wrongful discharge, collective bargaining, fair labor standards, occupational health and safety, personal rights or any other labor and employment-related grievances pending or Threatenedmatters. The No Acquired Company is not a party to, or and is not otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority Entity relating to Company Employees employees or employment policies or practices. The Except as set forth on Section 4.20(b)(ii) of the Disclosure Schedules, each Acquired Company is has properly classified all of its service providers as employed or self-employed, employees or independent contractors and as exempt or non-exempt for all purposes.
(c) Except as set forth on Section 4.20(c) of the Disclosure Schedules, (i) each Acquired Company has paid in material compliance full to all of its employees or adequately accrued for in accordance with GAAP all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hourssalaries, commissions, bonuses, benefits and terms other compensation due to or on behalf of such employees; and conditions (ii) there is no claim with respect to payment of employmentwages, including salary or overtime pay that has been asserted or is now pending or, to the obligations Company’s Knowledge, threatened before any Governmental Entity with respect to any Persons currently or formerly employed by an Acquired Company.
(d) During the three years prior to the date of this Agreement, no Acquired Company has engaged in or effectuated any “plant closing” or employee “mass layoff” (in each case, as defined in the Worker Adjustment Retraining and Retraining Notification Act of 1988, as amended (“WARN”)amended, and all other notification and bargaining obligations arising under or any collective bargaining agreementsimilar state or local statute, by Law rule or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, regulation) affecting in whole or in part any site of employmentemployment or one or more facilities or operating units within any site of employment or facility of an Acquired Company.
(e) There are no material Liabilities, facilitywhether contingent or absolute, operating unit of an Acquired Company relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Benefit Plan and with respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have been paid.
(f) Section 4.20(f) of the Disclosure Schedules contains a true, correct and complete list of the names and current annual salary rates or current hourly wages, as applicable, employer, hire date, principal work location and leave status of all present employees of the Acquired Companies and each such employee’s status as being exempt or nonexempt from the application of state and federal wage and hour laws applicable to employees who do not occupy a managerial, administrative, or professional position. No executive or key employee of an Acquired Company has informed the Acquired Companies or the Sellers (whether orally or in writing) of any plan to terminate employment with or services for the Acquired Company, without complying with all provisions of WARN or implemented any early retirementand, separation or window program, nor has the Company planned or announced any such action or program for the future. To to the Company’s Knowledge, there are no pending such Person or Threatened Persons has any plans to terminate employment with or reasonably anticipated claims services for the Acquired Company.
(g) Section 4.20(g) of the Disclosure Schedules contains a list of all independent contractors, consultants, agents or actions against agency employees currently engaged by the Company or any Company trustee under any worker’s compensation policy or long-term disability policyAcquired Companies, along with the position, date of retention and rate of remuneration for each such Person. The services provided by each Acquired Companies do not engage or retain any agents or agency employees.
(h) Section 4.20(h) of the Company Employees is terminable at the will Disclosure Schedules contains a true, correct and complete list of each employee and service provider that has entered into an Arbitration Agreement with CarWave, which Arbitration Agreements are each substantially in one of the Company and any such termination would result in no Liability forms of Arbitration Agreement provided to the Company. Except as would not reasonably be expected to have a Company Material Adverse EffectPurchaser by CarWave, and to which form of Arbitration Agreement is indicated across from such employee or service provider’s name on Section 4.20(h) of the extent required by Law or by Contract, with respect to Company Employees, the Company has Disclosure Schedule.
(i) withheld The Xxxxx Individual Sellers have caused (i) the filing of any and reported all amounts required Tax Returns related to be withheld and reported with respect the Compensatory Transfer Matters relating to wages, salaries and other payments to Company Employees, the 2020 transfer; (ii) is not liable for the payment of any arrears outstanding amounts due to any Tax Authority in wages, severance pay or any taxes or any penalty for failure to comply connection with any of the foregoing, Compensatory Transfer Matters; and (iii) is not liable for any payment the delivery to any trust or other fund governed the Company of a properly completed IRS Form 4669 and a properly completed CA Form DE938P by or maintained by or on behalf of any Governmental Authority Xxxx Xxxxx with respect to unemployment compensation benefitsthe Compensatory Transfer Matters relating to the 2020 transfer. CarWave has caused the proper completion and delivery of any Form W-2 or amended Form W-2 related to the Compensatory Transfer Matters.
(j) The Acquired Companies do not engage, social security or other benefits or obligations for Company Employees (other than routine payments to be made and have not in the normal course past three years engaged, the services of business and consistent with past practiceany temporary employees or “leased employees” (within the meaning of Section 414(n) of the Code).
Appears in 1 contract
Samples: Securities Purchase Agreement (KAR Auction Services, Inc.)
Employment and Labor Matters. (a) Section 3.18(b) Neither Akebia nor any of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices its Subsidiaries is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to or bound by any collective bargaining agreement or other written agreement with a labor union contract applicable to Persons employed by the Companyunion, nor are there, to the Company’s Knowledge, any activities works council or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Companyother employee representative body, there are no material employment-related grievances pending such agreements which pertain to employees of Akebia or Threatened. The Company is not any of its Subsidiaries in existence or in negotiation and no employees of Akebia or any of its Subsidiaries are represented by a party tolabor union, or otherwise bound by, any consent decree with, or citation works council or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Companyrepresentative body. Except as would not reasonably be expected to have a Company an Akebia Material Adverse Effect, and since January 1, 2015, there has been no actual, or to the extent required by Law Knowledge of Akebia, threatened unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages or by Contractother labor disputes against or affecting Akebia or its Subsidiaries. Neither Akebia nor any of its Subsidiaries will incur any notice, consultation or consent obligations with respect to Company Employeesany labor union, works council or other employee representative body in connection with the Company has execution of this Agreement or the consummation of the Contemplated Transactions.
(b) (i) withheld Except as would not have an Akebia Material Adverse Effect, there are no Actions or any disputes pending or, to Akebia’s Knowledge, threatened (A) between Akebia or any of its Subsidiaries and reported any of their respective officers, directors, employees or independent contractors or (B) by or before any Governmental Body affecting Akebia or any of its Subsidiaries concerning employment matters, and (ii) no labor union, labor organization, works council or group of employees of Akebia or its Subsidiaries has made a demand (that is pending as of the date hereof) for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding pending or threatened in writing as of the date hereof with the National Labor Relations Board (or any similar other Governmental Body) with respect to any employees of Akebia or its Subsidiaries. Section 3.19 of the Akebia Disclosure Letter sets forth a complete and accurate list of any material disputes or threatened (in writing) material disputes between Akebia or any of its Subsidiaries and any of their respective officers, directors, employees or independent contractors.
(c) Except as would not have a material impact on Akebia, Akebia and its Subsidiaries are, and since January 1, 2015 have been, in compliance with all Laws relating to labor and employment, including all such Laws relating to wages, hours, human rights, immigration, discrimination, pay equity, employment equity, workers’ compensation, safety and health, worker classification (including employee-independent contractor classification and the proper classification of employees as exempt employees and non-exempt employees), WARN and any similar foreign, state, provincial or local “mass layoff” or “plant closing” Law.
(d) There has been no “mass layoff” or “plant closing” (as defined by WARN or any similar foreign, state, provincial or local Laws) with respect to Akebia within the six (6) months prior to the date of this Agreement.
(e) As of the date hereof, no Key Employee or group of employees has given notice of termination of employment or, to Akebia’s Knowledge, otherwise disclosed plans to Akebia or any of its Subsidiaries to terminate employment with Akebia or any of its Subsidiaries within the next twelve (12) months.
(f) No Key Employee of Akebia or any of its Subsidiaries is employed under a non-immigrant work visa or other work authorization that is limited in duration.
(g) Except as would not have a material impact on Akebia, (i) Akebia and its Subsidiaries are not delinquent in payments to any employees or former employees for any services or amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employeesreimbursed or otherwise paid, (ii) no Key Employee of Akebia is not liable for in any arrears respect in wagesviolation of any term of any employment agreement, severance pay nondisclosure agreement, common law nondisclosure obligation, non-competition agreement, restrictive covenant or other obligation: (A) to Akebia or (B) to a former employer of any taxes such employee relating (1) to the right of any such employee to be employed by Akebia or any penalty for failure (2) to comply with any the knowledge or use of the foregoing, trade secrets or proprietary information and (iii) is not liable for no Key Employee of Akebia or any payment to of its Subsidiaries has been the subject of any trust sexual harassment or other fund governed by misconduct allegations or maintained by violations of the Akebia employee handbook (which was made available to Keryx prior to the date of this Agreement) during his or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)her tenure at Akebia.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(b) 3.17(a)of the Disclosure Schedule is a true, correct and complete list of all Persons who are Employees of the Company Disclosure Schedule identifies Business as of the date hereof, and sets forth for each such individual the following: (i) all directors and officers of the Company and name; (ii) employment location; (iii) title or position (including whether full or part time); (iv) hire date; (v) current annual base compensation rate; (vi) commission, bonus or other incentive-based compensation; and (vii) a description of the fringe, social benefits and any bonus or commitment to pay any other amount or benefit in connection with termination of employment or engagement or otherwise (including all employees and consultants employed or engaged by the Company andremuneration payable, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of vacation pay or annual compensationpaid time off balances, job title recuperation pay balances, illness pay balances, fringe benefits, balances in provident or pension funds, managers insurance, continuing education fund, any profit sharing commission, statutory and date of hirenon-statutory severance pay, prior notice, compensation and damages rights regarding employment termination, the number of shares underlying any options or rights to acquire stock of Company, the vesting schedule and type exercise price of such rights or options, the number of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares stock of Company Stock) beneficially owned or held by granted as compensation and the vesting schedule and value upon grant of such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior yearsshares), leave status (including if applicable, of all Employees with an indication whether any such Employees are on any type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, of absence and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authorityits duration.
(b) To Other than as set forth on Section 3.17(a)of the Company’s KnowledgeDisclosure Schedule, there is no Person that may be deemed to be an employee of Company employed in the Business.
(c) Except for such payments that have not been duly made and are listed in Section 3.17(c)of the Disclosure Schedule, as of the date hereof, all compensation, wages, salaries, benefits, commissions, bonuses, social and fringe benefits payable to or otherwise arising or due under any Law, plan, policy, practice, program, or agreement, whether oral or written to Employees have been paid in full and there are no controversies pending outstanding agreements, understandings or Threatened, between the commitments of Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any commissions, bonuses or increases in compensation. All amounts which Company Employee. To is legally or contractually required to deduct from the Knowledge of Employees’ salaries or compensation or transfer to such employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or otherwise, have been duly paid into the Companyappropriate fund or funds, there are and Company has no material employment-related grievances pending outstanding obligation to make any such transfer or Threatened. The provision.
(d) Other than as set forth in Section 3.17(d), Company is not a party to, has any liability with respect to or otherwise bound by, any consent decree withcollective bargaining, or citation extension order issued by the Israeli Ministry Industry, Trade and Labor or other Order byContract with a labor organization representing any of its Employees, and there are no labor organizations representing, purporting to represent or, to Company’s Knowledge, attempting to represent any Employee. There has never been, nor has there been any threat of, any Governmental Authority relating strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting Company Employees or employment policies or practices. The any of its Employees.
(e) Except for such payments that have not been duly made and are listed in Section 3.17(c)of the Disclosure Schedule, Company is and has been in material compliance with all applicable LawsLaws pertaining to employment and employment practices to the extent they relate to the Employees, contracts, and policies including all Laws relating to employmentlabor relations, equal employment opportunities, fair employment practices, employment practicesdiscrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, health and safety, workers’ compensation, leaves of absence and unemployment insurance, terms and conditions of employment, including employment and engagement.
(f) To the obligations Knowledge of Company none of its respective representatives or Employees have committed any unfair labor practices in connection with the operations of the Worker Adjustment and Retraining Notification Act of 1988Business.
(g) Other than as set forth in Section 3.17(g)of the Disclosure Schedule, as amended (“WARN”)there are no Actions against Company pending, and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To to the Company’s Knowledge, there are no pending threatened to be brought or Threatened filed, by or reasonably anticipated claims with any Governmental Authority or actions against arbitrator in connection with the Company employment of any current or former Employee of the Business, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, wrongful termination, workers compensation, disability, equal pay or any Company trustee other employment related matter arising under any workerapplicable Laws.
(h) To Company’s compensation policy Knowledge, no Employee, officer, independent contractor, director or long-term disability policy. The services provided by each Affiliate of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has any direct or indirect interests in the business of Company’s competitors.
(i) withheld and reported all amounts required Other than as set forth in Section ?3.17(i), since January 1, 2010, there has been no labor dispute pending or, to be withheld and reported with respect to wagesCompany’s Knowledge, salaries and other payments to Company Employeesthreatened, against Company.
(iij) is not liable for To Company’s Knowledge, no Employee has violated the terms or conditions of any arrears in wagesemployment contract, severance pay proprietary invention assignment agreement, company confidentiality policy or any taxes other similar contract or any penalty for failure agreement to comply with any of the foregoing, and (iii) which such Employee is not liable for any payment to any trust a party or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)bound.
Appears in 1 contract
Samples: Asset Purchase Agreement (Clearone Communications Inc)
Employment and Labor Matters. (a) Section 3.18(b) Neither the Company nor any of its Subsidiaries is a party to any Collective Bargaining Agreement with respect to employees of the Company Disclosure Schedule identifies or any of its Subsidiaries (ieach, a “Company Employee”) all directors and officers of that has had or could have a Company Material Adverse Effect, other than those that the Company and (ii) all employees and consultants employed or engaged any of its Subsidiaries may be deemed to be a party to or bound by the Company and, for each individual identified as a result of doing business in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month perioda particular jurisdiction. To the Company’s Knowledgeknowledge, none as of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledgedate hereof, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union or trade union, staff association or other body to organize any Company Employee where such activities or proceedings could have a Company EmployeeMaterial Adverse Effect. There have been no strikesNo material Collective Bargaining Agreement is being negotiated by the Company or, slowdownsto the Company’s knowledge, work stoppages, disputes, or lockouts, by or any of its Subsidiaries with respect to any Company EmployeeEmployees. To the Knowledge of Since January 1, 2018, there has been no actual, or to the Company’s knowledge, threatened unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against or affecting the Company or any of its Subsidiaries involving the Company Employees that would, individually or in the aggregate, have a Company Material Adverse Effect and there are no material employment-related grievances pending circumstances which could or Threatenedmight give rise to any such dispute that would, individually or in the aggregate, have a Company Material Adverse Effect. The Company is not a party tois, or otherwise bound byand has been, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, Laws regarding employment and policies relating to employment, employment practices, wages, hours, and terms and conditions of employmentemployment and wages and hours (including classification of employees) and other Laws in respect of any reduction in force, including the obligations of the Worker Adjustment notice, information and Retraining Notification Act of 1988consultation requirements, as amended (“WARN”)except where any such noncompliance would not, and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole individually or in part any site of employmentthe aggregate, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or be reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect. There are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by the Company pursuant to any workplace safety and insurance/workers’ compensation Laws, in each case, that had or could have a Company Material Adverse Effect. The Company has provided to Parent, as applicable, a schedule that sets forth, personnel number, personnel area, position title, and either (x) action date, action type and action reason or (y) the furlough start and end dates, as applicable, of each employee, if any, who has suffered an “employment loss” under the WARN Act or has been on furlough, temporary layoff or a reduced work schedule, within the past ninety (90) days prior to the extent required by Law date hereof, as well as the applicable termination date or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf commencement of any Governmental Authority with respect to unemployment compensation benefitssuch furlough, social security temporary layoff or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)reduced work schedule.
Appears in 1 contract
Samples: Merger Agreement (Noble Corp)
Employment and Labor Matters. (a) Section 3.18(b) of the Company Disclosure Except as set forth on Schedule identifies 4.17, (i) all directors and officers of neither the Company and nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or other agreement with any labor union, works council or other employee representative body, (ii) all employees and consultants employed or engaged by neither the Company andnor any of its Subsidiaries has experienced any strike, for each individual identified in clauses (i) or (ii)picketing, sets forth each such individual’s rate of pay or annual compensationwork stoppage, job title and date of hireslowdown, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice chargewalkout, or other charge or inquiry against material labor dispute within the Company brought by or on behalf of any Company Employeepast three years, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect and (iii) to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending current union, works council or Threatened, between other employee representative body organizing efforts or representational demands involving employees of the Company and or any of its Subsidiaries and, within the past three years, no petition has been filed or proceedings instituted by an employee or group of employees of the Company Employeeor any of its Subsidiaries with any labor relations board seeking recognition of a bargaining representative. The Company is not a party and its Subsidiaries have satisfied in all material respects all notice, consent or consultation obligations with respect to any collective bargaining agreement employee or group of employees of the Company or any of its Subsidiaries, or any labor union, works council or other written labor union contract applicable to Persons employed employee representative body representing employees of the Company or any of its Subsidiaries triggered by the Companyexecution of this Agreement or the consummation of the transactions contemplated hereby, nor each such obligation is set forth on Schedule 4.17.
(b) The Company and its Subsidiaries are, and for the past four years have been, in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, including but not limited to wages and hours and the classification of employees and independent contractors, and have not been and are therenot engaged in any unfair labor practice as defined in the National Labor Relations Act or any comparable state or foreign Law. The Company has not incurred any material liability arising from the misclassification of employees as consultants or independent contractors, from the misclassification of consultants or independent contractors as employees, and/or from the misclassification of employees as exempt from the requirements of the Fair Labor Standards Act.
(c) As of the date of hereof, there is no material Legal Proceeding pending (or, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, threatened) by or before any Governmental Body with respect to the Company or any Company Employee. To the Knowledge of the Company, there are no material its Subsidiaries concerning employment-related grievances pending or Threatened. The Company is not a party tomatters.
(d) True and complete information as to the name, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, current job title and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations compensation for each of the Worker Adjustment last three years of all current directors and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee executive officers of the CompanyCompany and its Subsidiaries has been provided to Parent. As of the date hereof, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To to the Company’s Knowledge, there are no pending officer, executive or Threatened or reasonably anticipated claims or actions against key employee of the Company or any of its Subsidiaries has given notice of termination of employment or otherwise disclosed plans to terminate employment with the Company trustee or any of its Subsidiaries within the twelve (12) month period following the date hereof.
(e) To the extent that the Company or any of its Subsidiaries has, during the three (3) year period prior to the date hereof, taken any action that would constitute a “Mass Layoff” or “Plant Closing” within the meaning of the federal Worker Adjustment Retraining and Notification Act or would otherwise trigger notice requirements or liability under any worker’s compensation policy state or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of local or foreign Laws concerning plant closings or mass layoffs, the Company and any its Subsidiaries have complied in all material respects with all such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)applicable Laws.
Appears in 1 contract
Samples: Merger Agreement (Belden Inc.)
Employment and Labor Matters. (a) Section 3.18(bEach Acquired Company is, and has at all times been, in compliance in all material respects with all applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours and is not liable for any arrears of wages or penalties with respect thereto. There are no circumstances that are reasonably likely to give rise to any claim by a current or former employee for compensation on termination of employment. All amounts that the Acquired Companies are legally required to withhold from their employees’ wages and to pay to any Governmental Authority as required by applicable Law have been withheld and paid, and the Acquired Companies do not have any outstanding obligation to make any such withholding or payment, other than with respect to an open payroll period. There is not, and has never been, an Action pending or, to the Acquired Companies’ Knowledge, threatened or reasonably anticipated, to be brought or filed by or against an Acquired Company (or its officers, directors or executives) relating to any employment, independent contractor or consulting Contract, any collective bargaining obligation or agreement, discrimination, harassment, pay equity, human rights, equal opportunity, overtime exemption classification, wages and hours, independent contractor classification, labor relations, plant closing notification, occupational health and safety, leave of absence requirements, privacy rights, retaliation, immigration, wrongful discharge, or other violation of the rights of current or former Service Providers or employment candidates. Each agent of the Acquired Companies who has received employment discrimination or sexual harassment allegations of, or against, any employee of an Acquired Company Disclosure has promptly, thoroughly and impartially investigated all such allegations. When indicated by any of the Acquired Companies’ policies, the Acquired Companies have taken prompt corrective action that is reasonably calculated to prevent further discrimination or harassment and the Acquired Companies do not reasonably expect to incur any material liability with respect to any such allegations. As of the date hereof, all compensation, including wages, commissions and bonuses, payable to all Service Providers for services performed on or prior to the date hereof have been paid in full (or accrued in full on the Latest Balance Sheet) and there are no outstanding agreements, understandings or commitments of the Acquired Companies with respect to any compensation, commissions or bonuses.
(b) Schedule identifies 3.20(b) contains a true, accurate and complete list of (i) all directors and officers employees of the Company Acquired Companies, specifying each employee’s name; title; employing entity; department; hire date; status (full-time/part-time/seasonal/temporary); principal place of employment; classification as exempt or non-exempt under the Fair Labor Standards Act (the “FLSA”) or any similar applicable Laws; current year annual base salary or hourly wage; current year target incentive compensation (bonus and/or commission, as applicable); full, prior year actual incentive compensation (bonus and/or commission, as applicable); any other benefits; and whether the employee is subject to an employment agreement and (ii) all employees and consultants employed or Persons engaged by the Company andAcquired Companies as independent contractors or consultants at any time during the past three (3) years, specifying each Person’s name; entity with which the Person is engaged; start date; end date (if applicable); location; full, annual total compensation for each year or partial year of the engagement; compensation rate; whether the Person is subject to an independent contractor, consulting or related agreement; and whether the Person has used the services of other Persons to perform the work for the Acquired Companies. All current and former employees of the Acquired Companies who have been classified as exempt under the FLSA or any similar applicable Laws have been properly classified and treated as such, and all current and former employees of the Acquired Companies have been properly compensated for all time worked in accordance with the FLSA and similar Laws. All Persons who have provided services to the Acquired Companies as independent contractors or consultants have been properly classified as independent contractors, rather than employees, of an Acquired Company, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate purposes of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options all applicable Laws and Company Warrants Benefits Plans.
(c) Each Service Provider of the Acquired Companies is terminable at will, without payment of severance or other optionscompensation or consideration, warrants and without advance notice. There are no agreements or similar rights understandings between an Acquired Company and any Service Provider that their employment or services will be for any particular period. As of the date hereof, no Service Provider of any Acquired Company with an annual salary of $50,000 or more has given written notice of any intent to acquire shares of Company Stock) beneficially owned terminate his or held by her employment with any Acquired Company, nor, to the Acquired Companies’ Knowledge, does any such individualService Provider intend to terminate his, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, her or its engagement with an Acquired Company. The Acquired Companies are in compliance in all material respects and, to the extent provided by Acquired Companies’ Knowledge, each Service Provider is in compliance in all material respects, with the employeeterms of any employment, independent contractor and consulting agreements between the stated return Acquired Company and such individual. There no oral or leave expiration date)informal arrangements, visa status, prior employment termination notice period required (if any) eligibility for company car, commitments or promises between an Acquired Company and average overtime payments, if any, per month for any of its Service Providers that have not been documented as part of the preceding twelve-month periodformal written agreements between any such Persons and the Acquired Company. To the Company’s Acquired Companies’ Knowledge, none of the Company’s employment policies or practices except as set forth on Schedule 3.20(c), no Service Provider is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement confidentiality, non-competition, proprietary rights or other written labor union contract applicable to Persons employed by the Company, nor are there, such agreement between such employee and any other Person besides an Acquired Company that would be material to the Companyperformance of such employee’s Knowledgeemployment duties, any activities or proceedings the ability of the Acquired Companies to conduct their business. The Acquired Companies have furnished to Buyer true, complete and correct copies of all employment agreements, confidentiality agreements, non-competition agreements, non-solicitation agreements, material employee manuals and handbooks, policy statements and other materials relating to the employment of employees of the Acquired Companies.
(d) In the past three (3) years, no Acquired Company has failed to provide advance notice of any labor union to organize any such Company Employee. There have been no strikesplant closing, slowdownslayoff, work stoppages, disputestermination or reduction in hours as required by, or lockoutsincurred any liability under, by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended and including any similar foreign, state, or local Law (the “WARNWARN Act”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Companydate of this Agreement, without complying with all provisions of WARN no such action is planned or implemented any early retirement, separation or window programanticipated, nor has the any Acquired Company planned or announced taken any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination that would result in no Liability to the Company. Except as would not reasonably be expected to have a cause Buyer to incur any liability or obligation under the WARN Act following the Closing.
(e) No Acquired Company Material Adverse Effectis, and in the five (5) years preceding the date of this Agreement has not been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been in the five (5) years preceding the date of this Agreement, any Union representing or purporting to represent any employee, independent contractor or consultant of any Acquired Company. In the extent required by Law five (5) years preceding the date of this Agreement, there has not been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout or by Contractother similar labor disruption or dispute affecting the Acquired Companies or any employees, independent contractors or consultants of the Acquired Companies, with respect to their work for an Acquired Company. The Acquired Companies have no duty to recognize or bargain with any Union or other Person purporting to act as the exclusive bargaining representative of any Service Providers. There is no Union, employee representative, other labor organization or other Person purporting to act as the exclusive bargaining representative of any employees, independent contractors or consultants of the Acquired Companies which, pursuant to Law, must be notified, consulted or negotiated with in connection with the Transactions. No Acquired Company Employeesis, and in the five (5) years preceding the date of this Agreement has not been, the subject of any actual or threatened Action asserting that the Acquired Company has committed an unfair labor practice, nor has there been any organizing effort or demand for recognition or certification or attempt to organize employees, independent contractors or consultants of an Acquired Company by any Union in the five (i5) withheld years preceding the date of this Agreement.
(f) Each Acquired Company has complied in all material respects with the Immigration Reform and reported Control Act of 1986 and all amounts required to be withheld amendments and reported regulations promulgated thereunder (“IRCA”) with respect to wagesthe completion, salaries maintenance, storage and other payments documentary requirements of Forms I-9 (Employment Eligibility Verification Forms) for all Acquired Company employees and the re-verification of the employment status of any and all Acquired Company employees whose employment authorization documents indicated a limited period of employment authorization. Each Acquired Company has only employed Persons authorized to work in the United States. No Acquired Company Employeeshas received any written notice of any inspection or investigation relating to its alleged noncompliance with or violation of IRCA, (ii) is not liable for nor has it been warned, fined or otherwise penalized by reason of any arrears in wages, severance pay or any taxes or any penalty for failure to comply with IRCA.
(g) (i) Each Acquired Company is and at all relevant times has been in compliance in all material respects with any applicable COVID-19 related safety and health standards and regulations issued and enforced by the Occupational Safety and Health Administration (“OSHA”) and any applicable OSHA-approved state plan; (ii) each Acquired Company is and has at all relevant times been in compliance in all material respects with the paid and unpaid leave requirements of the foregoing, and Families First Coronavirus Response Act; (iii) is not liable to the extent the Acquired Company has granted employees paid sick leave or paid family leave under the Families First Coronavirus Response Act, the Acquired Company has obtained and retained all required documentation required to substantiate eligibility for sick leave or family leave tax credits; and (iv) except as set forth on Schedule 3.20(g), no Acquired Company has conducted any payment layoffs, furloughs, salary, pay or benefits reductions or hours reductions in response to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)COVID-19.
Appears in 1 contract
Samples: Business Combination Agreement (KORE Group Holdings, Inc.)
Employment and Labor Matters. (a) Except as disclosed on Section 3.18(b3.12(a) of the Company Seller Disclosure Schedule identifies (i) all directors and officers Schedule, no member of the Company and (ii) all employees and consultants employed Seller Group is a party to or engaged bound by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leaveany collective bargaining agreement applicable to, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the CompanySeller’s Knowledge, none of the Company’s employment policies no petition has been filed or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound Proceedings instituted by, any consent decree with, Employee or citation or other Order by, group of Employees with any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions labor relations board seeking recognition of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and a bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the futurerepresentative. To the CompanySeller’s Knowledge, there are no pending or Threatened unremedied employment-related lawsuits, administrative charges or reasonably anticipated claims or actions government investigations against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each member of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, Seller Group with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay current or any taxes or any penalty for failure to comply with any former employee of the foregoingBusiness. To the Seller’s Knowledge, and (iii) there is not liable for any payment to any trust no organizational effort currently being made or other fund governed by or maintained threatened by or on behalf of any Governmental Authority labor union to organize any Employees. There is no labor strike, picketing, slowdown, lockout, employee grievance process or other work stoppage or labor dispute pending or, to the Seller’s Knowledge, threatened between any member of the Seller Group, on the one hand, and any of its Employees, on the other hand, except for such disputes with individual Employees arising in the ordinary course of the Business. The Seller Group is in compliance with all applicable Laws pertaining to the employment of their Employees, including all such material Laws relating to fair employment practices, equal employment opportunities, prohibited discrimination and other similar employment activities.
(b) The Seller has complied with all legal obligations to certify that the Transferred Employees are legally able to work in the United States. The Seller has not taken and will not take any action that would trigger liability under the WARN Act. Except for those Transferred Employees covered by the Collective Bargaining Agreement, all Transferred Employees are employed on an at will basis, and no member of the Seller Group has made any representation to its employees that would require the Purchaser to continue the employment of any Transferred Employee for any specified period of time following the Closing.
(c) This Section 3.12 constitutes the sole and exclusive representations and warranties of the Seller with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments any matters relating to be made in the normal course of business employment and consistent with past practice)labor matters.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(b4.17(a) of the Company Disclosure Schedule identifies (i) sets forth a list that is accurate and complete in all directors and officers material respects of all employees performing services for any Acquired Company as of the Company and (ii) all employees and consultants employed or engaged by date hereof, including each employee on leave of absence, along with the Company andposition, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number compensation and type of shares of Company Stockbenefits, Company Options scheduled increases in compensation and Company Warrants (benefits, scheduled promotions, accrued but unused sick, vacation, annual or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years)leave, leave status (including type of leave, and, leave and expected duration) and service credited for purposes of vesting and eligibility to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month periodparticipate under any Company Plan with respect to such Persons. To the Company’s Knowledge, none no officer, key employee or group of employees of any Acquired Company intends to terminate his, her or their employment with any Acquired Company.
(b) Section 4.17(b) of the Company Disclosure Schedule sets forth a list that is accurate and complete in all material respects of all individuals currently performing services for any Acquired Company who are classified as independent contractors, temporary employees or consultants and not as employees (collectively, “Contractors”), along with the name of the Acquired Company for which each Contractor is performing services, the date of engagement and the compensation of each such individual, and whether the relevant Acquired Company is party to a written agreement with such individual. No individual classified as a Contractor has been held to be, or, based on applicable Law and such services rendered by such Contractor to the applicable Acquired Company, would reasonably be deemed, a Company Employee. No individual, group of individuals or Governmental Authority has commenced, or to the Company’s employment policies Knowledge, threatened any claims, causes of action, complaints or practices audits which characterize or could lead to a finding that a Contractor is currently being audited or investigated by any Governmental Authority or Courta Company Employee. To the Company’s Knowledge, no Contractor intends to terminate his or her relationship with an Acquired Company, except in the ordinary course pursuant to the terms of engagement by the Acquired Company. Furthermore, there is are no pending written agreements with any Contractor which are not terminable by an Acquired Company upon providing notice of 30 days or Threatened Action, unfair labor practice chargeless.
(c) Neither any Acquired Company nor any ERISA Affiliate is, or has been, a party to or bound by any collective bargaining, works council, employee representative or other charge Contract with any labor union, works council or inquiry against representative of any employee group, nor is any such Contract being negotiated by any Acquired Company or ERISA Affiliate. The Company has no Knowledge of any union organizing, election or other activities made or threatened at any time within the Company brought past three years by or on behalf of any Company Employeeunion, prospective employeeworks council, employee representative or other labor organization or other employee representative, or other individual or any Governmental Authority group of employees with respect to employment policies any employees of any Acquired Company. There is no union, works council, employee representative or practices brought other labor organization, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted in connection with the transactions contemplated by or before any Court or Governmental Authoritythis Agreement.
(bd) Since January 1, 2008, no Acquired Company has experienced any labor strike, picketing, slowdown, lockout, material employee grievance process or other work stoppage or material labor dispute, nor to the Company’s Knowledge is any such action threatened. To the Company’s Knowledge, there are no controversies pending event has occurred or Threatened, between the Company and any Company Employee. The Company is not a party circumstance exists that would reasonably be expected to give rise to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Companysuch action, nor are theredoes any Acquired Company contemplate a lockout of any employees.
(e) Each Acquired Company has complied in all material respects with all applicable Laws and its own policies relating to labor and employment matters, including fair employment practices, terms and conditions of employment, contractual obligations, equal employment opportunity, nondiscrimination, anti-harassment, nonretaliation, affirmative action, labor rights, disability rights and benefits, employee leaves, immigration, wages, hours, benefits, workers’ compensation, secondment and temporary employees, expatriate arrangements and international assignments, contractors and consultants, whistle blowing, payment and withholding of social security, employment, payroll and similar Taxes, data protection, unemployment insurance, employee termination (actual or constructive), occupational health and safety, plant closures, layoffs and collective dismissals and changes in operations.
(f) There is no Proceeding pending or, to the Company’s Knowledge, threatened against any activities Acquired Company relating to the alleged violation by any Acquired Company (or proceedings its directors or officers) of any Law pertaining to labor union to organize any such Company Employeerelations, immigration or employment matters. There have has not been any charge or complaint of unfair labor practice filed or, to the Company’s Knowledge, threatened against any Acquired Company before the National Labor Relations Board or any other Governmental Authority since January 1, 2008. Since January 1, 2008, there has been no strikescomplaint, slowdownsclaim or charge of discrimination filed or, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company’s Knowledge, there are threatened, against any Acquired Company with the Equal Employment Opportunity Commission or any other Governmental Authority.
(g) Since January 1, 2008, no material employment-related grievances pending Acquired Company has implemented any plant closing or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions layoff of employment, including the obligations of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”)or any similar foreign, state or local Law, and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any no such action or program for will be implemented without advance notification to the futurePurchaser. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each Section 4.17(g) of the Company Employees is terminable at the will Disclosure Schedule sets forth an accurate and complete list of all employees of the Company and Acquired Companies who have been terminated or laid off, or whose hours of work have been reduced by more than 50% by any such termination would result Acquired Company, in no Liability the six months prior to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any date of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Radisys Corp)
Employment and Labor Matters. (a) Section 3.18(b2.17(a) of the Company Disclosure Schedule Schedule, which schedule has been previously provided to Parent, identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for and each individual identified in clauses (i) or (ii), Company Subsidiary and sets forth (1) each such individual’s 's rate of pay or annual compensationcompensation (and the portions thereof attributable to salary and bonuses, respectively), job title and date of hire, (2) any and all bonus payments potentially payable to such employees or consultants through the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none end of the Company’s 's fiscal year ended September 30, 2001 (the "Bonuses") and (3) any and all contemplated, proposed or approved salary or bonus increases payable to such employees or consultants (the "Proposed Compensation Increases"). There are no bonus payments owed, accrued or otherwise contemplated by the Company payable to any employee or consultant other than the Bonuses and there are no salary or bonus increases owed, accrued or otherwise contemplated by the Company other than the Proposed Compensation Increases. 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 the Company, any Company Subsidiary and any current or former stockholder, officer, director, employee of, or consultant to, the Company or any Company Subsidiary. No individual will accrue or receive additional benefits, service or accelerated rights to payments under any Company Benefit Plan or any of the agreements set forth in Section 2.17(a) of the Company Disclosure Schedule, 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 as a result of the transaction contemplated herein. Neither the Company nor any Company Subsidiary is delinquent in payments to any of its employees or consultants for any wages, salaries, commissions, bonuses or other compensation for any services. None of the Company's nor any Company Subsidiaries' employment policies or practices is are currently being audited or investigated by any Governmental Authority Authority. There are no pending, or Court. To to the Company’s 's Knowledge, there is no pending threatened, claims, charges, actions, lawsuits or Threatened Action, unfair labor practice charge, or other charge or inquiry proceedings alleging claims against the Company or any Company Subsidiaries brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies practices, and to the Company's Knowledge, no facts or practices brought circumstances exist that could give rise to any such claims, charges, actions, lawsuits or proceedings. Each individual classified and paid as an "independent contractor" by the Company or before any Court or Governmental AuthorityCompany Subsidiary has been accurately classified and paid for all employment, wage and hour, tax and other purposes under applicable Law.
(b) To the Company’s Knowledge, there There are no controversies pending or Threatenedor, to the Company's Knowledge, threatened, between the Company, any Company Subsidiary and any of its or their respective employees. As of the Effective Time, neither the Company Employee. The nor any Company Subsidiary is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons persons employed by the Company, Company or any Company Subsidiaries nor are there, to the Company’s Knowledge, there any activities or proceedings of any labor union or by any employees to organize any such employees of the Company Employeeor any Company Subsidiary. There During the past five years there have been no strikes, slowdowns, work stoppages, disputeslockouts, or lockoutsthreats thereof, by or with respect to any employees of the Company Employeeor any Company Subsidiary. To Assuming that Parent has not required the Knowledge Company to terminate the employment of any of the Company's employees and has not communicated its intention to terminate the employment of any of the Company's employees, there are no material employment-related grievances pending or Threatened. The neither the Company is not a party to, or otherwise bound by, nor any consent decree with, or citation or other Order by, Company Subsidiary has nor will have at the Closing any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of obligation under the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwiseAct. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined and each Company Subsidiary is in WARNcompliance with all applicable provisions of applicable state, affecting in whole or in part any site of local, federal and foreign employment, facilitywage and hour, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries labor and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice)applicable laws.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(bSchedule 3.12(a) of the Company Disclosure Schedule identifies sets forth (i) a list, organized by job classification at each Facility, of all directors employees of Seller who are represented by the Union and officers employed under the terms of the Company Generation CBA, and who are primarily employed in the operation or support of the Facilities, including all such employees who are on inactive status due to any short-term disability, long-term disability or other approved leave or on layoff status as of the Effective Date (the “Represented Scheduled Employees”), and (ii) a list of all other employees and consultants of Seller or Eversource Service who are primarily employed in the operation or engaged support of the Facilities as of the Effective Date, but are not represented by the Company Union (the “Non-Represented Scheduled Employees” and, for each individual identified in clauses (i) or (iitogether with the Represented Scheduled Employees, the “Scheduled Employees”), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, which list shall be amended during the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights Interim Period to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, andreflect any changes thereto, to the extent such changes are not in violation of any applicable covenants in this Agreement. For each Scheduled Employee, Seller has provided by Buyer the following information: employer; name; job title; job classification; facility or operating unit; date of commencement of employment; details of leave of absence or layoff; exempt or non-exempt status; full-time or part-time status; status as temporary if applicable; rate of compensation; bonus, commission or incentive compensation arrangement; a description of the medical/dental/vision/life insurance, pension, retirement and other benefits provided to the employee; accrued vacation, personal and sick time; years of service; and service credited for purposes of vesting and eligibility to participate under any Benefit Plan. Each Scheduled Employee classified as exempt under the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, Fair Labor Standards Act and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices state and local wage and hour laws is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authorityproperly classified.
(b) To The Generation CBA is the Company’s Knowledgeonly collective bargaining agreement to which Seller is a party and which governs terms and conditions of employment of any Scheduled Employees listed in part (i) of Schedule 3.12(a), there are no controversies pending or Threatened, between the Company and any Company Employee. The Company Seller is not a party to or bound by any other collective bargaining agreement or other written labor union contract that is applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Scheduled Employee. There have Seller has provided Buyer with a true and complete copy of the Generation CBA in effect as of the Effective Date. Except as described in Schedule 3.12(b): (i) there has not been no strikesin the preceding two (2) year period, slowdownsthere is not presently pending or existing, and to Seller’s Knowledge there is not threatened any strike, work stoppagesslowdown, disputesinformational picketing activity, lockout, work stoppage, employee grievance process or lockouts, by or with respect to labor dispute at any Company Employee. To the Knowledge of the CompanyFacilities; (ii) Seller is, there are no material employment-related grievances pending or Threatened. The Company is not a party toand for the preceding three (3) year period has been, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, Laws respecting employment and policies relating to employment, employment practices, wagesequal employment opportunity, hoursnondiscrimination, harassment, retaliation, family and medical leave obligations, workers compensation, unemployment compensation, immigration, benefits, COBRA and similar state laws, labor relations, worker classification, collective bargaining, the WARN Act and similar state and local laws, workforce reductions, plant closings, uniformed services employment and reemployment rights, occupational health and safety, affirmative action, terms and conditions of employmentemployment and wages and hours with respect to the Scheduled Employees; (iii) Seller is not currently subject to any pending, or to Seller’s Knowledge, threatened, unfair labor practice charge or complaint against Seller before the National Labor Relations Board with respect to the Scheduled Employees; (iv) Seller is not the subject of any pending or to Seller’s Knowledge threatened Claim or grievance pertaining to labor relations or employment matters including any charge or complaint filed with any Governmental Body with respect to the obligations Scheduled Employees; (v) there are no pending, or to Seller’s Knowledge, threatened, claims against Seller under any workers compensation plan or policy or for long term disability with respect to the Scheduled Employees; (vi) there are no grievance or arbitration proceeding arising out of or under the Worker Adjustment Generation CBA pending, or to Seller’s Knowledge threatened, against Seller with respect to the Scheduled Employees; and Retraining Notification Act of 1988, as amended (“WARN”), vii) Seller is in compliance in all material respects with the Generation CBA and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, contracts with respect to Company the Scheduled Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) . Seller is not liable for any arrears in wagesof wages or unpaid wages or the payment of any Taxes, severance pay fines, penalties, damages or any taxes or any penalty other amounts, however designated, for failure to comply with any of the foregoingforegoing Laws or legal requirements with respect to the Scheduled Employees.
(c) Schedule 3.12(c) sets forth: (i) a list with the name, responsibilities, and inclusive dates of engagement of every independent contractor of Seller or Eversource Service who, as of the Effective Date, provides individual services related to the operation or support of the Facilities (iiiand Seller has provided Buyer with copies of each agreement with such independent contractors to which Seller or Eversource Service is a party); and (ii) a list with the name of each staffing or employee leasing agency/company with whom Seller or Eversource Service has an agreement or arrangement, as of the Effective Date, for temporary or leased employees to provide services related to the operation or support of the Facilities (and Seller Parties have provided Buyer with copies of each such agreement), the number of temporary employees at each Facility performing services for Seller through each such agency/company, and the type of services provided or position(s) filled. Seller is not liable for any arrears of payments to such independent contractors or temporary employees or the payment to of any trust Taxes, fines, penalties, damages or other fund governed by amounts for failure to comply with any Laws pertaining to independent contractors or maintained by or on behalf temporary employees.
(d) Notwithstanding any other provision of any Governmental Authority with respect this Agreement to unemployment compensation benefitsthe contrary, social security or other benefits or obligations for Company Employees (other than routine payments this Section 3.12 contains the sole and exclusive representations and warranties of Seller relating to be made in the normal course of business employment and consistent with past practice)labor matters.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Public Service Co of New Hampshire)
Employment and Labor Matters. (a) Section 3.18(b) of the Company Disclosure Except as set forth on Schedule identifies 3.19(a):
(i) all directors there are no Actions pending or, to the Knowledge of any Seller Entity, threatened, between any Seller Entity and officers any Selected Employee or any employee or former employee of any of the Company and Acquired Subsidiaries;
(ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices no Acquired Subsidiary is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor or union contract and no Seller Entity is a party to any collective bargaining agreement or other labor or union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities Selected Employee or proceedings any employee or former employee of any of the Acquired Subsidiaries;
(iii) there are no unfair labor practice complaints pending or threatened against the Seller or any Seller Entity before the National Labor Relations Board or any similar state or foreign agency or any current union representation questions involving any Selected Employee or any employee or former employee of any of the Acquired Subsidiaries;
(iv) no union claims to organize represent any Selected Employee or any employee or former employee of any of the Acquired Subsidiaries, and no union, works council or other employee representative body is recognized or accepted by any Seller Entity for collective bargaining, negotiation or consultation purposes in respect of all or any of such Company Employee. There have been Persons;
(v) there is no grievance arising out of any collective bargaining agreement or other grievance procedure asserted by any Selected Employee or any employee or former employee of any of the Acquired Subsidiaries, whether arising by custom and practice or otherwise;
(vi) no Seller Entity has Knowledge of any strikes, labor disputes, slowdowns, work stoppages, disputes, stoppages or lockouts, lockouts by or with respect to any Company Employee. To employees of the Seller Entity during the past five years;
(vii) to the Knowledge of the CompanySeller Entities, there are no material employment-related grievances pending organizational effort is currently being made or Threatened. The Company is not a party tothreatened involving any of the Seller's or any Acquired Subsidiary's employees;
(viii) to the Knowledge of the Seller Entities, or otherwise bound bythe Seller and each Acquired Subsidiary are, any consent decree withand have at all times been, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies laws relating to employment, employment and employment practices, wagesincluding without limitation, hours, and provisions thereof relating to terms and conditions of employment, including wages, hours of work, occupational safety and health, collective bargaining, the obligations payment of the Worker Adjustment social security and Retraining Notification Act of 1988other payroll or similar taxes, as amended (“WARN”)equal employment opportunity, employment discrimination or harassment, and all other notification and bargaining obligations arising under are not engaged in any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” unfair labor practices as those terms are defined in WARNthe National Labor Relations Act or other applicable law, affecting in whole ordinance or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination regulation other than failures to comply which would not result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to ;
(ix) neither the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) Seller nor any Acquired Subsidiary is not liable for any arrears in wages, severance pay of wages or any taxes or any penalty penalties for failure to comply with any of the foregoing;
(x) the Seller and the Acquired Subsidiaries have not received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to the Seller or any Acquired Subsidiary and no such investigation is in progress; and
(iiixi) is not liable for any payment to any trust there are no complaints, lawsuits or other fund governed by or maintained proceedings pending or, to the Knowledge of the Seller Entities, threatened in any forum by or on behalf of any Governmental Authority with respect to unemployment compensation benefitspresent or former employee of the Seller or any Acquired Subsidiary, social security any applicant for employment or classes of the foregoing, alleging breach of any express or implied contract for employment, any law or regulation governing employment or the termination thereof or other benefits discriminatory, wrongful or obligations for Company Employees tortious conduct in connection with the employment relationship.
(other than routine payments to be made in b) Except as set forth on Schedule 3.19(b), since the normal course enactment of business and consistent with past practice).the WARN Act, there has been no:
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(bSchedule 3.14(a) contains a complete and accurate list, as of the Company Disclosure Schedule identifies (i) all directors and officers date hereof, of the Company and (ii) all employees and consultants employed or engaged by the Company andeach collective bargaining, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (works council or other options, warrants material labor union or similar rights to acquire shares of Company Stock) beneficially owned bargaining representative contract or held by such individual, current paid time-off eligibility for material labor arrangement covering any Business Employee (the current calendar year (including accrued paid time off from prior years“Collective Bargaining Agreements”), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party Sellers have made available true and complete copies of all Collective Bargaining Agreements to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the CompanyBuyer. Except as would not reasonably be expected to have a Company Material Adverse Effect, and be material to the extent required by Law or by ContractBusiness taken as a whole, with respect to Company Employeeseach of Sellers, the Company has Purchased Entities and the Subsidiaries of the Purchased Entities is in compliance with the terms of the Collective Bargaining Agreements.
(b) Except as set forth on Schedule 3.14(b) or as otherwise would not reasonably be expected to be material to the Business taken as a whole, to the Knowledge of the Sellers, (i) withheld there are no pending activities or proceedings involving any labor union to organize or represent any such Business Employees; (ii) since January 1, 2006, there has been no labor strike, labor dispute, slowdown, picketing, or work stoppage involving any Business Employee pending or, to the Knowledge of the Sellers, overtly threatened; and reported all amounts required (iii) there are no complaints, grievances, unfair labor practice charges or other applications or Legal Proceedings involving any union, labor organization, employee group, or other body before a labor relations board or any similar authority or any Governmental Entity currently pending or, to the Knowledge of the Sellers, threatened, against any Seller, Purchased Entity or Subsidiary of a Purchased Entity relating to any Business Employee.
(c) Except as set forth on Schedule 3.14(c) or as otherwise would not reasonably be expected to be withheld material to the Business taken as a whole, each of the Sellers, the Purchased Entities and reported the Subsidiaries of the Purchased Entities is in compliance with respect all applicable Laws in connection with the employment of the Business Employees, including Laws relating to wages, salaries hours, working time, equal opportunity, occupational health and safety, workers’ compensation, collective bargaining, equal pay or treatment, discrimination on the grounds of any class protected by Law, information and consultation, maternity, paternity and parental leave and pay, immigration control, and information and data privacy and security.
(d) Except as set forth on Schedule 3.14(d) or as otherwise would not reasonably be expected to be material to the Business taken as a whole, each of the Sellers, the Purchased Entities and the Subsidiaries of the Purchased Entities has complied with all of its obligations to inform and consult with Business Employees in accordance with the Transfer of Undertakings, any applicable Collective Bargaining Agreements, and any other payments applicable Laws or legal obligations, including (i) all requirements to Company Employeesprovide employee liability information, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure all requirements to comply with any of the foregoingelect employee representatives, and (iii) is the duty to inform and consult representatives.
(e) Except as set forth on Schedule 3.14(e) or as otherwise would not liable for any payment reasonably be expected to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority be material to the Business taken as a whole, each individual performing services with respect to unemployment compensation benefitsthe Business for any Seller, social security Purchased Entity or Subsidiary of any Purchased Entity who has been classified as an independent contractor, or as any other non-employee category, has been correctly so classified and is not a common law employee of any Seller, Purchased Entity or Subsidiary of any Purchased Entity.
(f) To the Knowledge of the Sellers, no Business Employee listed on Schedule 3.14(f) intends to terminate employment with any Seller, Purchased Entity or Subsidiary of any Purchased Entity, or to not accept employment with Buyer or its Affiliates following the Closing.
(g) Except as set forth on Schedule 3.14(g), as of the date hereof, no Business Employee (i) is on maternity, paternity, parental, family or medical leave, or other benefits paid or obligations for Company Employees unpaid leave of absence or (other than routine payments ii) is receiving or due to receive payment under any short-term or long-term disability scheme or insurance program of any Seller, Purchased Entity, or Subsidiary of any Purchased Entity.
(h) Except as set forth on Schedule 3.14(h) or as otherwise would not reasonably be expected to be made in material to the normal course Business taken as a whole, as of business and consistent the date hereof, no workers’ compensation claims are pending against any Sellers, Purchased Entities or Subsidiaries of Purchased Entities with past practice)respect to any Business Employee and, to the Knowledge of the Sellers, none of the Business Employees has suffered or is suffering from any injury, illness or disease caused directly or indirectly by any employment-related condition or event or by contact with any materials within the scope of such employment.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(b) Schedule 3.15 lists each officer, employee, ------------- consultant and independent contractor of the Company Disclosure Schedule identifies (i) all directors and officers Sellers as of the Company date hereof, along with the amount of the current annual salaries and (ii) all employees and consultants employed total compensation paid or engaged by the Company anddue for services to each officer, for each individual identified in clauses (i) employee, consultant or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility independent contractor for the current calendar most recent fiscal year (including accrued paid time off from prior years), leave status (including type of leave, and, to end and the extent provided by year through the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company carmost recent month end, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf a full and complete description of any Company Employeecommitments to such officers, prospective employeeemployees, labor organization or other employee representative, or other individual or any Governmental Authority consultants and independent contractors with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company compensation payable thereafter and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any employment agreements with such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employeepersons. To the Knowledge of the CompanySellers and DNB, no key employee or group of employees has any plans to terminate employment with the Sellers.
(b) Except as set forth on Schedule 3.15: None of ------------- the Sellers is a party to or bound by any collective bargaining agreement with any labor organization, group or association covering any of its employees, and to the Knowledge of the Sellers and DNB there has been no attempt to organize Sellers' employees by any Person, unit or group seeking to act as their bargaining agent. There are no material employment-related grievances pending or, to the Knowledge of the Sellers and DNB, threatened charges (by employees, their representatives or Threatenedgovernmental authorities) of unfair labor practices or of employment discrimination or of any other wrongful action with respect to any aspect of employment of any person employed or formerly employed by the Sellers. The Company is not a party toSellers have received no written notice of the scheduling by any governmental agency or authority, of any union representation election relating to the employees of the Sellers or any organizational effort with respect to any of such employees, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or investigation of the Sellers' employment policies or practicespractices by any governmental agency or authority. The Company Sellers are not currently, nor have they been, involved in labor negotiations with any unit or group seeking to become the bargaining unit for any employees of the Sellers. The Sellers have not experienced any material work stoppages, and to the Knowledge of the Sellers and DNB, no work stoppage is planned.
(c) The Sellers have complied in all material compliance respects with all applicable Laws, contracts, laws and policies regulations relating to employmentthe employment of labor, including, without limitation, any provisions thereof relating to wages, hours, benefits, worker's compensation, employment practices, wages, hours, and terms and conditions of employment, including immigration, collective bargaining, equal opportunity or similar laws and the obligations payment of the Worker Adjustment social security and Retraining Notification Act of 1988, as amended (“WARN”)similar taxes, and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay of wages or any taxes or any penalty penalties for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice).
Appears in 1 contract
Samples: Asset Contribution Agreement (Unified Financial Services Inc)
Employment and Labor Matters. (a) Section 3.18(bSchedule 5.17(a) of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensationthe name, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individualjob title, current compensation paid time-off eligibility for or payable, including annual vacation accrued and status (e.g., leave of absence, disability, layoff, active, temporary) and location, of each Employee as of the current calendar year date set forth on such Schedule, with only such changes as resulting from ordinary course of business operations since that date. Seller and/or ELRH II has paid in full or accrued in the Financial Statements (including accrued paid time off from prior yearswhich accrual shall be specifically identified in Schedule 5.17(a)), leave status (including type of leaveas applicable, andin a timely manner, all wages, salaries, commissions, incentives, bonuses and other compensation due to any Employee or otherwise arising under any Employee Plan or Law prior to the extent Closing. No employee of Seller or ELRH II has provided by the employeewritten notice to Seller or ELRH II to cancel or terminate such Person’s relationship with Seller, the stated return ELRH or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental AuthorityELRH II.
(b) To the Company’s KnowledgeSeller, there are no controversies pending or Threatened, between the Company ELRH and any Company Employee. The Company is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company ELRH II each:
(i) is in material compliance with all applicable Laws, contractsrespecting labor, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations wages and hours, termination of the Worker Adjustment and Retraining Notification Act employees, classification of 1988, as amended (“WARN”)employees, and all other notification immigration, and bargaining obligations arising under is not engaged in any collective bargaining agreementunfair labor practice, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced including any such action or program for Laws respecting employment discrimination and occupational safety and health requirements;
(ii) has complied in all material respects with the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company withholding and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported reporting requirements with respect to wages, salaries and other payments to Company Employeesemployees of Seller, ELRH and ELRH II;
(iiiii) is has not liable for any arrears experienced a “plant closing,” “business closing,” or “mass layoff” (as defined in wages, severance pay the WARN Act or any taxes similar state, local or foreign law or regulation) affecting any site of employment of the Seller or one or more facilities or operating units within any site of employment or facility of the Seller, without complying with the WARN Act and any similar state, local or foreign law or regulation, and, during the 90-day period preceding the date hereof, none of the employees of the Seller has suffered an “employment loss” as defined in the WARN Act or any penalty for failure to comply with any of the foregoingsimilar state, and local or foreign law or regulation); and
(iiiiv) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees employees of Seller (other than routine payments to be made in the normal course of business and consistent with past practice).
(c) Seller, ELRH and ELRH II each is not delinquent in any payments to any of its employees for any wages, salaries, commissions, bonuses, severance, termination pay or other compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees.
(d) There are no actions by any Employee or former employee pending or, to the Knowledge of Seller, threatened in writing against Seller, ELRH or ELRH II.
(e) There is no litigation, grievance, arbitration proceeding, administrative proceeding, governmental investigation, citation, consent decree, conciliation agreement, audit or action of any kind pending or, to the Knowledge of Seller, threatened relating to employment, employment practices, labor relations and employee benefits, terms and conditions of employment or wages and hours.
(f) Seller, ELRH and ELRH II each is not a party to any collective bargaining agreement or other labor union agreement nor, to the Knowledge of Seller, are there pending any union organizational activities or proceedings.
(g) None of the Employees is represented by any union or organization.
(h) There is no unfair labor practice complaint against Seller, ELRH or ELRH II pending or, to the Knowledge of Seller, threatened to commence any unfair labor practices complaint before the National Labor Relations Board or any other Governmental Authority. There is no labor strike, dispute, walkout, lockout, slowdown or stoppage pending or, to the Knowledge of Seller, threatened against Seller, ELRH or ELRH II.
(i) There are no representation petitions or other similar petitions or requests for representation pending, or to the Knowledge of Seller, proposed or threatened, before the National Labor Relations Board or any other federal, provincial, state or local agency in any jurisdiction or Governmental Entity in connection with any Persons employed by Seller, ELRH or ELRH II.
(j) The consummation of the transactions contemplated hereby shall not entitle any employee of Seller, ELRH or ELRH II to (i) terminate his or her employment or receive additional compensation in connection with such termination or (ii) alter in any way their terms or conditions of employment.
(k) Seller, ELRH and ELRH II each has complied in all material respects with the requirements of the Immigration Reform and Control Act of 1986, as amended, and all related regulations and all executive orders in effect regarding the employment in the U.S. of persons who are not citizens of the U.S. Schedule 5.17(k) of the Disclosure Schedules (i) contains a list of each employee of Seller working in the U.S. who is not a U.S. citizen and (ii) describes for each the authorization under which the employee is permitted to work in the U.S.
(l) None of Seller, ELRH nor ELRH has implemented any plant closing or mass layoff of employees that could implicate (i) the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Law (including without limitation similar state and local laws), or (ii) any labor notice, bargaining obligation or consultation requirement of any Law or labor agreement.
(m) No Person classified as of the date hereof by Seller, ELRH or ELRH II as an independent contractor or other non-employee status would be deemed an employee or common-law employee under any Employee Plan or applicable federal or state laws. None of Seller, ELRH or ELRH II has received any claim from any Person or Governmental Authority to the effect that it has improperly classified any Person as an independent contractor or other non-employee status, and to the Knowledge of the Seller, there is no basis for any such claim.
Appears in 1 contract
Samples: Asset Purchase and Contribution Agreement (Landmark Apartment Trust of America, Inc.)
Employment and Labor Matters. (a) Section 3.18(b) of the Company Disclosure Schedule identifies (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate of pay or annual compensation, job title and date of hire, the number and type of shares of Company Stock, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individual, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years), leave status (including type of leave, and, to the extent provided by the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required (if any) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledge, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any Company Employee, prospective employee, labor organization or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company Seller is not a party to any collective bargaining agreement or other written labor union contract applicable to Persons employed by which covers employees involved in Seller's MCO Business or the CompanyPurchased Assets, nor are there, to the Company’s Knowledge, any activities and no such collective bargaining agreement or proceedings of any labor union to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or contract is being negotiated with respect to any Company Employeeemployees of Seller. To the Knowledge of the Company, there are no material employment-related grievances pending or Threatened. The Company Purchaser is not required to assume any obligations of Seller under any employment contract or other employment relationship to which Seller is a party party. Purchaser shall have no legal obligation to hire or employ any of Seller's employees; however, if Purchaser desires to hire any such employees involved in the day-to-day operations of Seller's MCO Business, Seller will not take any action to interfere with Purchaser's efforts to hire such employees. Purchaser shall have no obligation or liability to any employee of Seller who refuses, for any reason, any offer of employment made to such employee by Purchaser. Seller has paid in full, or otherwise bound bywill pay, any consent decree withto all employees of Seller's MCO Business, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Laws, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Law or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company, without complying with all provisions of WARN or implemented any early retirement, separation or window program, nor has the Company planned or announced any such action or program for the future. To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company and any such termination would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld and reported all amounts required to be withheld and reported with respect to wages, salaries and other payments to Company Employees, (ii) is not liable for any arrears in wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business its operations, all wages, salaries, commissions, bonuses and consistent other direct compensation for all services performed by them. Upon the Closing or upon termination of the employment of any of said employees by Seller, Purchaser will not be liable to any of said employees for so-called "severance pay" or any other payments except to the extent such liability is included as an Assumed Obligation. Seller is in compliance with past practiceall federal, state and local laws, ordinances and regulations relating to employment and employment practices at Seller's MCO Business, and all employee benefit plans and tax laws relating to employment at Seller's MCO Business, except where such non-compliance would not have a materially adverse effect on Seller's MCO Business after Closing or on Purchaser. There is no unfair labor practice complaint against Seller relating to Seller's MCO Business pending before the National Labor Relations Board or similar agency or body. There is no labor strike, dispute, slow-down or stoppage actually pending or, to the knowledge of Seller, threatened against or involving Seller's MCO Business. Prior to or at the time of the Closing, Seller will terminate the employment of all employees working for Seller's MCO Business unless Seller has elected to retain such employees on Seller's payroll. Purchaser shall have no obligation for any payments to any qualified or non-qualified pension, profit sharing, or employee benefit plan to which Seller has been a party.
(b) To the Seller's knowledge, except as set forth on Exhibit 5.7(b), no employee who performs services on a regular basis for the Seller's MCO Business plans to discontinue such relationship with Seller's MCO Business after the execution and delivery of this Agreement or the Closing.
(c) Except as set forth on Exhibit 5.7(c), the Seller is not a party to any agreement of any kind which deals with wages, conditions of employment, benefits or other matters affecting the employer/employee relationship with any union, labor organization or employee group regarding Seller's MCO Business which will be binding upon Purchaser.
(d) Exhibit 5.7(d) sets forth a complete list of all current employees of Seller's MCO Business, the annual salary of each such employee, the number of years of service of each employee with Seller's MCO Business, a summary of any bonus or additional compensation program or arrangement for the employee and the fringe benefits provided to such employee by the Seller. Exhibit 5.7(d) lists all contracts, agreements or arrangements (written or oral) concerning the employment of any individual employed by the Seller in Seller's MCO Business. Copies of all such written contracts, agreements and arrangements are included on Exhibit 5.7(d). If a written agreement is not provided for any employee, the employee is an employee at-will.
(e) Seller's unused paid time off policy, under which Purchaser is assuming liability under Section 2.2(iv) to employees of Seller hired by Purchaser, is set forth on Exhibit 5.7(e).
Appears in 1 contract
Samples: Asset Purchase Agreement (Healthplan Services Corp)
