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 the Company nor any of its Subsidiaries is a party to, bound by or in the process of negotiating any collective bargaining agreement or other Contract with any labor union, labor or trade organization, works council or other employee representative body, there are no such agreements which pertain to employees of the Company Disclosure Schedule identifies or any of its Subsidiaries in existence or in negotiation, and no employees of the Company or any of its Subsidiaries are represented by any labor union, labor or trade organization, works council or other employee representative body. 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 or other labor dispute since January 1, 2017. Neither the Company nor any of its Subsidiaries will incur any notice, consultation or consent obligations with respect to any labor union, labor or trade organization, works council or other employee representative body in connection with the execution of this Agreement or the consummation of the Transactions.
(i) all directors There are no, and officers of since January 1, 2017 there have not been any, Actions or any material disputes pending or, to the Company’s Knowledge, threatened (A) between the Company or any of its Subsidiaries and any of their respective current or former officers, directors, employees, independent contractors, or applicants to any such positions or (B) by or before any Governmental Body against or affecting the Company or any of its Subsidiaries concerning employment-related matters, and (ii) there is no current, and since January 1, 2017 there has not been any, campaign to solicit cards from or otherwise organize employees of the Company or any of its Subsidiaries or to authorize a labor union, labor or trade organization, 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 the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has been subject to an application by a labor union, labor or trade organization, works council or other employee representative body to be declared a common or related employer under labor relations legislation.
(c) The Company and its Subsidiaries are, and since January 1, 2017 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), hours, withholdings and deductions, human rights, discrimination, harassment (including sexual harassment), retaliation, pay equity, employment 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 consultants employed non-exempt employees), employee leave of absence and the Worker Adjustment and Retraining Notification Act and any similar foreign, state, provincial or engaged local “mass layoff” or “plant closing” Law (“WARN”). The Company and its Subsidiaries are not delinquent in material payments to any employees, former employees or individual independent contractors for any services or material amounts required to be reimbursed or otherwise paid, except for any arrearages occurring in the ordinary course of business.
(d) There has been no “mass layoff” or “plant closing” (as defined by WARN) requiring notice to employees or any other obligations under WARN implemented by the Company andor any of its Subsidiaries since January 1, 2017.
(e) Neither the Company nor any of its Subsidiaries has a single employer, joint employer, alter ego or similar relationship with any other Person.
(f) No Key Employee of the Company or any of its Subsidiaries is employed under a non-immigrant work visa or other work authorization that is limited in duration. The Company and each of its Subsidiaries maintains, and has maintained since January 1, 2017, a valid Form I-9 for each individual identified in clauses (i) of its 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 periodtheir U.S. employees. To the Company’s Knowledge, none of the Company’s employment policies or practices is currently being audited or investigated all employees employed 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 of its Subsidiaries are authorized to employment policies or practices brought by or before any Court or Governmental Authoritywork in the jurisdiction in which they are working.
(bi) In the last five (5) years, no officer or Key Employee of the Company or any of its Subsidiaries has been the subject of any sexual harassment or other misconduct allegations or any violations of the Company employee handbook (which was made available to Parent and Buyer prior to the date of this Agreement) during his or her tenure at the Company, and (ii) neither the Company nor any of its Subsidiaries nor any current or former officer or Key Employee of the Company or any of its Subsidiaries has entered into any settlement agreement or confidentiality agreement relating to allegations of sexual harassment or misconduct.
(h) 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 Key Employee 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 of its Subsidiaries is in material violation of any worker’s compensation policy employment agreement, nondisclosure agreement, common law nondisclosure obligation, non-competition 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 other obligation that would result in no Liability to the Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, and be injurious to the extent required by Law Company 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)its Subsidiaries.
Appears in 2 contracts
Samples: Purchase Agreement (Stryker Corp), Purchase Agreement (Wright Medical Group N.V.)
Employment and Labor Matters. (a) Section 3.18(b) 3.16 of the Company Disclosure Schedule identifies Letter sets forth an accurate and complete list as of the date of this Agreement of each collective bargaining agreement, addendums, letters of agreement, memorandums of understanding, grievance settlements and other agreement with a labor union or like organization that the Company or any of its Subsidiaries is a party to or otherwise bound by (i) all directors collectively, the “Company Labor Agreements”), accurate and officers complete copies of which have been made available to Parent. To the Knowledge of the Company and (ii) all its Subsidiaries, there are no activities or proceedings by any individual or group of individuals, including representatives of any labor unions or like organizations, to organize any employees and consultants employed or engaged by of 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 its Subsidiaries. As of the date of hire, this Agreement and during the number and type three (3) years immediately preceding the date 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 Knowledgethis Agreement, there is no pending or Threatened Actionno, and there has not been any strike, lockout, picketing, slowdown, work stoppage, order, award, unfair labor practice chargeor other labor dispute, or other charge or inquiry against the Company brought by or on behalf of any Company Employeearbitration, prospective employee, labor organization or other employee representative, or other individual grievance 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 other type of legal proceeding 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 thereor, to the Company’s Knowledge, threatened in writing, related in 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 way to any Company EmployeeLabor Agreement or involving any labor unions or like organizations, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) Each of the Company and its Subsidiaries is in compliance in all material respects with the Company Labor Agreements and all applicable Laws respecting labor or employment matters, including collective bargaining, employment practices, terms and conditions of employment, wages and hours, discrimination in employment, sexual harassments, civil rights, and occupational safety and health. None of the Company or any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local Law that remains unsatisfied.
(c) There are no (i) actions by or before any Governmental Entity, arbitrator or arbitration forum pending, or to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries by any Governmental Entity, any current or former employee, officer, director, consultant or independent contractor, or any party or parties representing any of such persons and (ii) no charges or complaints of unfair labor practices, discrimination, wrongful termination, or unpaid wages, bonuses or other compensation pending against the Company under any applicable Law involving any current or former employees of the Company, that would, in either case, reasonably be likely to result in a material liability or obligation to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has received any written notice of intent by any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation or audit relating to the Company or any of its Subsidiaries, and, to the Knowledge of the Company, no such investigation or audit is in progress.
(d) Neither the Company nor any of its Subsidiaries is delinquent in payments to any of their respective employees for any wages, salaries, commissions, bonuses, severance or other compensation earned for service performed for the Company or any of its Subsidiaries (other than reimbursements and other amounts to be paid in accordance with the Company’s normal payroll practices that are each pending in the ordinary course of business). The Company and its Subsidiaries have withheld and paid to the proper Governmental Entity (or are holding for payment not yet due to such Governmental Entity) in all material respects amounts required to be withheld or collected.
(e) Each of the Company and its Subsidiaries is in compliance in all material respects with all applicable Laws respecting (A) the classification of those persons performing services as common law employees, leased employees, independent contractors or agents of the Company or applicable Subsidiary and (B) the classification of any employees as exempt or non-exempt from the application of the federal Fair Labor Standards Acts and similar state or local Laws.
(f) 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 current employees of the Company and any such termination would result its Subsidiaries are legally authorized to work in no Liability to the CompanyUnited States. 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, Each of the Company has (i) withheld and reported its Subsidiaries is in compliance in all amounts required to be withheld and reported material respects 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 the requirement of the foregoing, Immigration Reform and (iii) is Control Act of 1986. The Company does not liable for employ any payment to any trust person whose services are 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 have been performed primarily outside the normal course of business and consistent with past practice)United States.
Appears in 2 contracts
Samples: Merger Agreement (Supervalu Inc), Merger Agreement (Unified Grocers, Inc.)
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 (Linear Technology Corp /Ca/), Merger Agreement (Analog Devices 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 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) Since December 31, 2019, neither the Company nor any of its Subsidiaries is a party to, bound by, or subject to, any collective bargaining agreement or other agreement with a labor union, works council or other employee representative body and no employees of the Company Disclosure Schedule identifies (i) all directors and officers or any of its Subsidiaries are represented by a labor union, works council or other employee representative body. Except as would have a Company Material Adverse Effect, since December 31, 2019, there has been no actual or threatened unfair labor practice charges, grievances, strikes, lockouts, work stoppages or other labor disputes against or affecting 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 periodits Subsidiaries. To the Company’s Knowledge, none neither the Company nor any of its Subsidiaries will incur any notice, consultation or consent obligations with respect to any labor union, works council or other employee representative body in connection with the execution of this Agreement or any Company Transaction Document, or the consummation of the Contemplated Transactions.
(i) Except as would not have a Company Material Adverse Effect, (i) there are no Actions or any disputes (other than routine individual grievances) pending or to the Company’s employment policies Knowledge threatened (A) between the Company or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s Knowledgeof its Subsidiaries and any of their respective officers, there is no pending or Threatened Action, unfair labor practice chargedirectors, or other charge employees 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 (B) by or before any Court or Governmental Authority.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between Body affecting the Company or any of its Subsidiaries concerning employment matters, 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 (ii) as of the Company, nor are theredate of this Agreement, 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 labor union, labor organization, works council or group of employees of the Company or its Subsidiaries has made a demand for recognition or certification.
(c) Except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries are, and since December 31, 2019 have been, 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 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 labor and employment, employment practices, including all such Laws relating to wages, hours, human rights, immigration, discrimination, pay 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 “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)Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Globus Medical Inc), Merger Agreement (Nuvasive Inc)
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) Except as set forth in Section 3.18(b2.14(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 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 KnowledgeSchedule, none of the Company’s 's or any Subsidiary's employment policies or practices is currently being audited or or, to the Knowledge of the Company, investigated by any Governmental Authority or Court. To Except as set forth in Section 2.14(a) of the Company’s KnowledgeCompany Disclosure Schedule or as could not, individually or in the aggregate reasonably be expected to have a Material Adverse Effect, there is no pending or Threatened Actionor, to the Knowledge of the Company, threatened Litigation, unfair labor practice charge, or other charge or inquiry against the Company or any Subsidiary brought by or on behalf of any Company Employeeemployee, prospective employee, former employee, retiree, labor organization or other employee representativerepresentative of the Company's or Subsidiary's employees, 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 2.14(b) of the Company’s KnowledgeCompany Disclosure Schedule, (i) there are no material controversies pending or Threatenedthreatened, between the Company or any of its Subsidiaries and any of their respective employees; (ii) neither the Company Employee. The Company nor any of its Subsidiaries is not a party to any collective bargaining agreement or other written labor union contract Contract applicable to Persons employed by the Company, Company or its Subsidiaries nor are there, to the Company’s Knowledge, there any activities or proceedings of any labor union to organize any such employees of the Company Employee. There or any of its Subsidiaries of which the Company is aware; (iii) during the past five years there have been no strikes, slowdowns, work stoppages, disputes, lockouts, or lockoutsthreats thereof, by or with respect to any Company Employee. To the Knowledge employees of the Company, there are no material employment-related grievances pending Company or Threatened. The any of its Subsidiaries; and (iv) neither the Company nor any Subsidiary 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 employees or employment policies or practices. The Company is and each of its Subsidiaries are in compliance in all material compliance respects with all applicable material Laws, contractsContracts, 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 Neither the Company nor any Subsidiary of 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 material provisions of WARN or implemented any early retirement, separation or window programprogram within the past five years, nor has the Company or any Subsidiary 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 2 contracts
Samples: Merger Agreement (Maxim Integrated Products Inc), Merger Agreement (Dallas Semiconductor Corp)
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 3.2(r), 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 leaveits Subsidiaries, and, the 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 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 any Governmental Authority overtime pay that has been asserted or Court. To is now pending or, to the Company’s Knowledge, there is no pending threatened before any Governmental Authority. 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 Threatened Action, complaint of unfair labor practice chargepractice; nor, 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 has any such action been threatened against the Company or its Subsidiaries. There are no controversies material disputes pending or Threatenedor, to the Company’s Knowledge, threatened, 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 or Threatened or reasonably anticipated claims or actions against Key Employee 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 2 contracts
Samples: Merger Agreement (SFX Entertainment, INC), Merger Agreement (SFX Entertainment, INC)
Employment and Labor Matters. (a) Section 3.18(b) of Neither the Company Disclosure Schedule identifies nor any of its Subsidiaries is, or since December 31, 2018 has been, a party to or bound by any collective bargaining agreement, labor union contract or trade union agreement (i) all directors each a “Collective Bargaining Agreement”), and officers of no employee is represented by a labor organization 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 periodits Subsidiaries. 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 are, and for the past three years have been, 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 or trade union to organize any such employees of the Company Employeeor any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries. There have been is, and for the past three years has been, no strikesstrike, slowdownslockout, slowdown or work stoppagesstoppage against the Company or any of its Subsidiaries pending or, disputesto the Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There is no pending, or lockouts, by or with respect to any Company Employee. To the Knowledge knowledge of the Company, there threatened charge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the 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, and to for the extent required by Law or by Contract, with respect to Company Employeespast three years, the Company has and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (i) withheld and reported all amounts required to be withheld and reported with respect to wagesincluding, salaries without limitation, classification of employees), immigration and other payments laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Company EmployeesMaterial Adverse Effect, (ii) is not liable for any arrears in wagesthere are no outstanding assessments, severance pay penalties, fines, Liens, charges, surcharges or other amounts due or owing by the Company or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment its Subsidiaries pursuant to any trust workplace safety and insurance or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment 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 2 contracts
Samples: Merger Agreement (Callon Petroleum Co), Merger Agreement (Carrizo Oil & Gas Inc)
Employment and Labor Matters. (a) Section 3.18(b) of the The Company Disclosure Schedule identifies (i) all directors has made available to Parent and officers Merger Sub a true and complete list, with respect to each current employee of the Company and its Subsidiaries, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, including disability, family or other leave, sick leave or on layoff status subject to recall, (i) the name of such employee, (ii) all employees the entity by whom such employee is employed, (iii) the date as of which such employee was originally hired, and consultants employed whether the employee is on an active or engaged by inactive status, (iv) such employee’s title, (v) such employee’s base pay and annual bonus target as of the Company anddate of this Agreement, (vi) as it relates to US employees, the employee’s classification as exempt or non-exempt for each individual identified in clauses purposes of the Fair Labor Standards Act (iFLSA) or (ii), sets forth each such individual’s rate of pay similar state 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 carlocal law, and average overtime payments, if any, per month for (vii) whether the preceding twelveemployee is full-month period. To the Company’s Knowledge, none of the Company’s employment policies time 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 Authoritypart-time.
(b) To the Company’s Knowledge, there are no controversies pending The Company has made available to Parent and Merger Sub a true and complete list of all individual independent contractors or Threatened, between consultants currently performing services or under contract to perform future services for the Company and each of its Subsidiaries, including the following information for each contractor or consultant: (i) name and (ii) hourly or per diem rate or other form of pay.
(c) Neither the Company nor any Company Employee. The Company of its Subsidiaries is not a party to or bound by any collective bargaining agreement or other written labor union contract applicable agreement with any Union. Neither the Company nor any of its Subsidiaries has experienced any picketing, strike, slowdown, work stoppage, lockout or, to Persons employed by the Knowledge of the Company, nor are therematerial grievance, to claim of unfair labor practices or other collective bargaining dispute since 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 EmployeeBalance Sheet Date. To the Knowledge of the Company, there are no material employment-related grievances pending union organizing effort is underway or Threatened. The Company is not a party to, or otherwise bound by, has occurred within the past three (3) years with respect to 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 employees 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 its Subsidiaries.
(d) Except to the Company. Except as extent such noncompliance would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, as of the date of this Agreement, the Company and its Subsidiaries are, and during the last three (3) years have been, in compliance with all applicable Laws relating to labor and employment, including all such applicable Laws relating to wages (including minimum wage and overtime wages), discrimination, harassment, retaliation, workers’ compensation, safety and health, immigration, work authorization, worker classification (including employee-independent contractor classification and the extent required by Law 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 by Contract, local “mass layoff” or “plant closing” Law.
(e) No Action has been filed or threatened in writing against the Company or its Subsidiaries within the last three (3) years with respect to employment or labor matters (including allegations of misclassification, employment discrimination, sexual or other harassment, retaliation, or unfair labor practices).
(f) The Company Employeeshas not implemented a “mass layoff” or “plant closing” (as defined by WARN or any similar foreign, state, provincial or local Laws) between the Balance Sheet Date and the date of this Agreement.
(g) Within the last three (3) years: (i) to the Knowledge of the Company, no current officer, director, C-Suite-level employee or direct report of any C-Suite-level employee, of the Company or its Subsidiaries has been the subject of any written allegation of sexual or other unlawful harassment during such person’s employment with the Company or its Subsidiaries; and (ii) the Company and its Subsidiaries have not entered into any settlement agreements with any such officer, director, C-Suite-level employee or direct report of any C-Suite-level employee of the Company related to any such allegations of sexual harassment.
(h) No employee or worker (including former employees or workers) who resides and/or works in the United Kingdom has been prevented by the Company or its Subsidiaries from taking their full annual leave entitlement during any year of their employment or engagement and no employee or worker has any accrued but untaken annual leave, other than any holidays accrued in the current holiday year.
(i) There are no sums owing to or from any employee or worker who resides and/or works in the United Kingdom other than reimbursement of expenses, wages for the current salary period and holiday pay for the current holiday year owed by the Company or its Subsidiaries to the relevant employee or worker.
(j) In the event that the Company or its Subsidiaries has successfully claimed under a Covid-19 Employment Protection Scheme the Company or its Subsidiaries has fulfilled all of the requirements under applicable Law necessary to make such a claim including any consequential changes to any employee's terms and conditions of employment.
(k) In the event that the Company or its Subsidiaries has successfully claimed under a Covid-19 Employment Protection Scheme, the Company or its Subsidiaries has not received any communications from a Governmental Body or an employee alleging a failure by the Company or its Subsidiaries to meet the requirements of such Covid-19 Employment Protection Scheme.
(il) withheld All of the present officers and reported employees of the PRC Subsidiary have entered into employment agreements with the PRC Subsidiary in accordance with applicable Laws of the People’s Republic of China and all amounts required of the former officers and employees of the PRC Subsidiary have released any and all claims against the PRC Subsidiary upon termination of their employment with the PRC Subsidiary.
(m) In respect of the employment of the PRC Subsidiary, as of the date of this Agreement, the PRC Subsidiary is in compliance with all applicable Laws relating to be withheld labor and reported with respect employment in China, including all such applicable Laws relating to wageshours, salaries working conditions, social insurance, housing fund contributions, termination of employment and other payments severance compensation. To the Knowledge of the PRC Subsidiary, there is no pending or threatened Action relating to Company Employeesthe violation or alleged violation of any applicable Laws by the PRC Subsidiary related to labor or employment, (ii) is including but not liable for limited to any arrears in wageslabor arbitration, severance pay charge or complaint filed by any taxes present or any penalty for failure to comply former employee with any of Governmental Body against 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)PRC Subsidiary.
Appears in 2 contracts
Samples: Merger Agreement (Starrett L S Co), Merger Agreement (Starrett L S Co)
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 the Company Disclosure Schedule identifies (i) SCHEDULE 2.9 lists all directors employees, leased employees, independent contractors and officers of the Company Companies and (ii) all employees the Partnership on the date hereof, along with the amount of the current annual salaries and consultants employed total compensation paid or engaged by the Company anddue for services to each employee, for each individual identified in clauses (i) leased employee, independent contractor 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 officer for the current calendar most recent fiscal year (including accrued paid time off from prior years), leave status (including type of leave, and, end and the year 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 paymentsa full and complete description of any commitments to such employees, if anyleased employees, per month for the preceding twelve-month periodindependent contractors and officers with respect to compensation payable thereafter. To the Company’s Knowledgebest knowledge of the Sellers, (1) no key employee or group of employees has any plans to terminate employment with either Company or the Partnership and (2) no independent contractor has any plans to terminate its services to either Company or the Partnership and none of the Company’s employment policies Companies or practices is currently being audited or investigated by the Partnership have plans to terminate its relationship with 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 independent contractors.
(b) To Except as set forth on SCHEDULE 2.9, none of the Company’s Knowledge, there are no controversies pending Companies or Threatened, between the Company and any Company Employee. The Company Partnership 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 association covering any of its employees, and the Company, nor are there, to the Company’s Knowledge, any activities or proceedings Sellers have no knowledge of any labor union attempt to organize the Partnership's or either Company's employees by any such Company EmployeePerson, unit or group seeking to act as their bargaining agent. There have been are no strikespending or threatened charges (by employees, slowdowns, work stoppages, disputes, their representatives or lockouts, by governmental 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 either Company Employeeor the Partnership. 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 No union representation election relating to employees of either Company Employees or the Partnership 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 Company's or the Partnership's 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 practices by any collective bargaining agreement, by Law governmental agency 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 authority 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 Companythreatened. Except as would not reasonably be expected set forth on SCHEDULE 2.9, none of the Companies or the Partnership is currently, nor have they been, involved in labor negotiations with any unit or group seeking to have a Company Material Adverse Effectbecome the bargaining unit for any employees of the Partnership or either Company. None of the Companies or the Partnership has experienced any material work stoppages, 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 best knowledge of the foregoingSellers, and (iii) no work stoppage 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)planned.
Appears in 1 contract
Samples: Stock Purchase Agreement (Thermoview Industries Inc)
Employment and Labor Matters. (a) Section 3.18(b) of Neither the Company Disclosure Schedule identifies nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or other Contract with a labor union, trade union, works council, or other labor organization respecting labor or employment matters (i) all directors and officers each, a “Collective Bargaining Agreement”), nor is any such agreement currently being negotiated. No current Company Employee is represented by a labor organization for purposes of collective bargaining 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 is are, and since January 1, 2017 have been, no pending activities or Threatened Actionproceedings of any labor union, unfair labor practice chargetrade union, works council, or other charge labor organization to organize Company Employees. Since January 1, 2017, there has been no strike, lockout, slowdown, or inquiry work stoppage 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 of its Subsidiaries 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 thereor, to the Company’s Knowledge, any activities or proceedings of any labor union to organize any such Company Employeethreatened. There have been is no strikes, slowdowns, work stoppages, disputes, pending charge or lockouts, complaint against the Company or any of its Subsidiaries by or with respect to before the National Labor Relations Board or any Company Employee. To the Knowledge comparable U.S. or foreign Governmental Entity, and 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 Except as set forth in Section 4.14 of the Company is Disclosure Letter, the Company and its Subsidiaries are, and since January 1, 2017 have been, in compliance in all material compliance respects with all applicable Laws, contracts, Applicable Laws and policies relating to employmentOrders regarding labor, employment practicesand employment practices (including discrimination, wagesfair labor standards and occupational health and safety, hourswrongful discharge or violations of the personal rights of employees, and former employees or prospective employees, terms and conditions of employmentemployment and wages and hours (including classification of employees and equitable pay practices), worker classification, immigration, collective bargaining, and reductions in force (including the obligations notice, information and consultation requirements)). Section 4.14 of the Worker Adjustment Company Disclosure Letter sets forth a true and Retraining Notification Act complete list of 1988all material written notices or, 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 to the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against other communications received since January 1, 2017 by the Company or any Company trustee under of its Subsidiaries from any worker’s compensation policy Governmental Entity or long-term disability policy. The services provided by each other Third Party regarding any actual or possible violation of the Company Employees is terminable at Occupational Safety and Health Act of 1970, as amended, and the will of rules promulgated thereunder or any other Applicable Law establishing standards of, or otherwise relating to, workplace safety. Since January 1, 2017, the Company and each of its Subsidiaries has promptly, thoroughly and impartially investigated all employment discrimination and sexual harassment allegations of, or against, any employee. With respect to each such termination would result in no Liability allegation the Company deemed to be substantiated, the Company. Except as would Company and each of its Subsidiaries has taken prompt corrective action that is reasonably calculated to prevent further discrimination and harassment and the Company and its Subsidiaries do not reasonably be expected expect to have a Company Material Adverse Effect, and to the extent required by Law or by Contract, incur any material Liability 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)such allegations.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(bSchedule 4.15(a) lists all employees employed by each Seller 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 compensationidentifying names, job title and date titles, dates of hire, the number and type material terms of shares of Company Stockemployment (including, Company Options and Company Warrants (or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individualwhere applicable, current paid time-off eligibility for the current calendar year commission or bonus eligibility), full or part time status, exempt or nonexempt status (where applicable), benefits eligibility, and annual vacation entitlement (including accrued paid time off from prior yearseach employee’s balance of unused vacation), leave status (including type of . Schedule 4.15(a) also identifies each Seller’s employees on short-term or long-term disability leave, andmaternity leave, to the extent provided by the employeeparental leave, family medical leave, military leave, extended absence or any other leave or inactive status, the stated return reasons for such leave, as well as the dates on which the leave, extended absence or leave expiration date), visa status, prior employment termination notice period required inactive status began and is expected to end (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 Authorityknown).
(b) To Except as set forth on Schedule 4.15(b), no employee of any Seller or group of employees has given written notice to any Seller of any intention to terminate employment with any Seller, either as a result of the Company’s Knowledgetransactions contemplated by this Agreement or otherwise.
(c) Except as listed on Schedule 4.15(c), there are no controversies pending Seller is currently a party to or Threatenedsince January 1, between the Company and any Company Employee. The Company is not 2008 has been a party to any collective bargaining agreement or other written agreement subject to enforcement under Section 301 of the Labor Management Relations Act, 29 U.S.C. §185 (“Collective Bargaining Agreements”). Except as set forth on Schedule 4.15(c), within the last five years no Seller has:
(i) recognized any labor union contract applicable to Persons employed organization as the representative of any employees; received a demand from any labor organization or employee for recognition; been threatened with any organizational attempt by the Company, nor are there, to the Company’s Knowledge, any activities or proceedings on behalf of any labor union organization or collective bargaining representative with respect to organize any such Company Employeeemployees; been a party to any petition for recognition or representation right with any Governmental Entity with respect to any employees; or been subject to proceedings or petitions seeking a representation whether pending or threatened to be brought or filed with the National Labor Relations Board; or
(ii) been subject to a strike, slowdown, walk out, picketing, handbilling, bannering, work stoppage, lockout or other concerted activity due to any organizational activities by any employees or any labor organization. There have been is no strikesother labor dispute pending or threatened against any Seller, slowdownsand no union organization campaign currently is in progress or threatened with respect to any employees of any Seller.
(d) Except as set forth on Schedule 4.15(d), work stoppages, disputesthere are no Legal Proceedings pending against any Seller, or lockoutsto the Sellers’ Knowledge, threatened to be brought or filed, 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 Entity or arbitrator in connection with the employment of any current or former employee, including any claim relating to Company Employees employment discrimination, harassment, retaliation, equal pay or any other employment policies or practices. The Company is related matter arising under applicable Laws.
(e) Except as set forth on Schedule 4.15(e), the Sellers have been for the last five years in material compliance with all applicable Laws, contracts, Laws respecting employment and policies relating to employmentemployment standards, employment practices, wages, hours, practices and terms and conditions of employment, including discrimination, civil rights, immigration, wages and hours, and the classification (including for purposes of benefit plan participation) and payment of employees and independent contractors, workers' compensation, unemployment compensation benefits, health and safety, and affirmative action. Except as set forth on Schedule 4.15(e), within the last five years, no Seller has:
(i) incurred, and no circumstances exist under which any Seller would reasonably be expected to incur, any Liability arising from the misclassification of employees as independent contractors and/or from the misclassification of employees as exempt from the requirements of the Fair Labor Standards Act or similar state or local Laws (collectively, the “FLSA”);
(ii) employed any employee or other individual service provider who is not legally eligible for employment under any Law relating to immigration, violated any Law pertaining to immigration and work authorization, or received notice from any Governmental Entity of any investigation by any Governmental Entity regarding noncompliance with Laws pertaining to immigration, including U.S. Social Security Administration “No-Match” letters. To Sellers’ Knowledge, no employee of any Seller is working in the United States pursuant to a non-immigrant visa;
(iii) been delinquent in payments to any employees or other individual service provider for any wages (including overtime compensation), salaries, commissions, bonuses or other direct compensation for any services performed by them or any amounts required to be reimbursed to such employees;
(iv) violated any Law relating to employment and employment practices, terms and conditions of employment and wages and hours in connection with the employment of any employees, including any Law relating to wages and hours, payment of wages, child labor, family and medical leave, sick leave or other paid or unpaid leave; access to facilities and employment opportunities for disabled persons, employment discrimination (including discrimination based upon sex, pregnancy, marital status, age, race, color, national origin, ethnicity, sexual orientation, gender identity, disability, veteran status, religion or other classification protected by law or retaliation for exercise of rights under any Law), equal employment opportunities and affirmative action, employee privacy, fair employment practices, and the collection and payment of all taxes and other withholdings;
(v) been liable for the payment of any Claims, damages, fines, penalties, or other amounts to any current or former employees, however designated, for failure to comply with any Law pertaining to employment, or is party to any judgment, settlement agreement, consent decree, or other agreement with any Governmental Entity requiring continuing material compliance or reporting obligations entered into to resolve any labor or employment matter;
(vi) violated any Law regulating occupational safety and health, including the U.S. Occupational Safety and Health Act, 29 U.S.C. §§ 651, et seq. (the “OSH Act”), or Law promulgated by any Governmental Entity (including the Occupational Health and Safety Administration (“OSHA”) or comparable state agencies); been found in violation of the OSH Act or other Law pertaining to occupational safety and health; or failed to maintain records and reports pertaining to occupational health and safety required by any Law pertaining to occupational safety and health or any Governmental Authority (including OSHA), including OSHA-300 injury logs;
(vii) committed any violation of Section 8 of the National Labor Relations Act, as amended, 29 U.S.C. § 158, or any other Law pertaining to labor of any jurisdiction where any Seller employs employees; or
(viii) implemented any plant closing, mass layoffs, work relocation or redundancy of employees that could require notice and/or consultation under any Law (including the Worker Adjustment and Retraining Notification Act of 19881988 (the “WARN Act”) or similar state or local Law.
(f) The Sellers maintain all employment records, as amended (“WARN”)including payroll records, personnel files, medical files, and all other notification records pertaining to occupational health and bargaining obligations arising under any collective bargaining agreementsafety, by Law in accordance with applicable Laws.
(g) No Seller is, or otherwise. The Company has not effectuated been within the last five years, a “plant closing” federal government contractor or “mass layoff” as those terms are defined in WARNsubcontractor subject to Executive Order 11246, affecting in whole the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 or in part any site of employment, facility, operating unit or employee Section 503 of the Company, without complying with all provisions Rehabilitation Act 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. 1973.
(h) To the Company’s Sellers’ Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against neither the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each employment of the Company Employees is terminable at Sellers’ respective employees nor 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 retainer of any Governmental Authority with respect to unemployment compensation benefits, social security consultant violates any non-disclosure or other benefits non-competition agreement between any employee or obligations for Company Employees (other than routine payments to be made in the normal course of business consultant and consistent with past practice)a third party.
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 the Company Disclosure Schedule identifies (i) all directors and officers All current employees of the Company and its Subsidiaries are provided through ADP, LLC a professional employer organization (ii“PEO”). Schedule 4.12(a) all employees and consultants employed or engaged by lists each employee of the Company and(including employees on temporary leave of absence (including family medical leave, for each individual identified in clauses (imilitary leave, temporary disability, sick leave and long-term disability leave) or (ii)and their respective positions, 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 individualwork location, current paid time-off eligibility for the base salary or wage rate and 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 target bonus 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 periodincentive compensation opportunity. To the Company’s Knowledge, none No employees of the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To Company work outside 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 AuthorityUnited States.
(b) To the Company’s Knowledge, there are no controversies pending or Threatened, between Neither the Company and nor any Company Employee. The Company is not of its Subsidiaries has ever been a party to or subject to any collective bargaining agreement or other written agreement with a labor union, and no employee of the Company or any of its Subsidiaries has ever been represented by a labor union contract applicable or other collective bargaining representative with respect to Persons employed by his or her employment with the CompanyCompany or any of its Subsidiaries. No representation petition respecting the employees of the Company or any of its Subsidiaries has ever been filed with the National Labor Relations Board and within the last three years there has been no effort to organize the employees of the Company or any of its Subsidiaries into any collective bargaining unit or any solicitation of them to join any labor organization. Within the last three (3) years, nor are therethere has been no 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 strikesthreatened, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge of the Company’s or any of its Subsidiaries’ current, there are no material employment-related grievances pending former or Threatened. prospective employees or independent contractors, other than as set forth on Schedule 4.12(b) hereto: (i) strike, lockout, slowdown, picketing, or work stoppage, or concerted refusal to work overtime, (ii) charge, grievance, proceeding or other claim against the Company or any Subsidiary relating to any labor relations or employment matter, including without limitation any charge or complaint filed with any Government Authority, or (iii) Governmental Authority audit, examination or investigation of the Company or any of its Subsidiaries relating to any employment or labor relations matter.
(c) The Company is not a party toand, or otherwise bound byto the Company’s Knowledge, any consent decree with, or citation or other Order by, any Governmental Authority relating to Company Employees or employment policies or practices. The Company the PEO is in compliance and has complied in all material compliance respects with all applicable Laws, contracts, and policies relating to Laws respecting employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations of without limitation wages and hours labor relations, employment discrimination, disability rights or benefits, equal opportunity, plant closure and mass layoff – including the Worker Adjustment and Retraining Notification Act of 1988, as amended 1988 and similar state and local laws (the “WARNWARN Act”), affirmative action, leaves of absence, occupational health and all other notification safety, workers compensation and bargaining obligations arising under any collective bargaining agreement, by Law or otherwiseunemployment insurance. The Company and each of its Subsidiaries has paid in full in all material respects to each current and former employee or adequately accrued on the Most Recent Balance Sheet all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees. There are no material liabilities of the Company or any Subsidiary relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. The Company and each Subsidiary has timely paid all payments required to be paid to the PEO and any payments owed to the PEO that are not past due are adequately accrued in the Most Recent Balance Sheet or incurred in the Ordinary Course of Business since the date of the Most Recent Balance Sheet. The PEO has not effectuated a “plant closing” made any indemnification 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 similar claim against the Company planned or announced any such action or program for the future. To of its Subsidiaries and, to the Company’s Knowledge, there are no pending act or Threatened omission has occurred that could reasonably be expected to result in such a claim.
(d) Schedule 4.12(d) sets forth (i) each natural person independent contractor and (ii) worker employed by temporary employee or reasonably anticipated claims employee staffing agency in each case, who is currently engaged by or actions against performing services for the Company or any Company trustee under any worker’s compensation policy or long-term disability policyof its Subsidiaries, along with the position, date of retention and rate of remuneration for each such Person. The Company and each of its Subsidiaries has properly classified in accordance with all applicable Laws all of its service providers as either employees or independent contractors and as exempt or non-exempt from overtime requirements and has made all appropriate filings in connection with 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 Effectby, and to the extent required by Law or by Contractcompensation paid to, 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)such service providers.
Appears in 1 contract
Samples: Merger Agreement (Realpage Inc)
Employment and Labor Matters. (a) Section 3.18(b) SCHEDULE 2.9 lists all employees, independent contractors and officers of each of the Company Disclosure Schedule identifies Companies on the date hereof, along with the amount of the current annual salaries and total compensation paid or due for services to each employee, independent contractor 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, independent contractors and officers with respect to compensation payable thereafter. To the best knowledge of the Sellers, (i) all directors and officers except for Xxxxxxxx Xxxx, no key employee or group of employees has any plans to terminate employment with either of the Company Companies, 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 no independent contractor has any plans 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, terminate its 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 either of the Company’s employment policies Companies and the Companies have no plans to terminate their relationship with any of their employees 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 Authorityindependent contractors.
(b) To Neither of the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company Companies 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 their employees, and the Sellers have no knowledge of any attempt to Persons employed organize any of the Companies' 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 Knowledgebest of Sellers' knowledge, 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 ThreatenedCompanies. 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 Companies 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 Companies' employment policies or practicespractices by any governmental agency or authority pending or, to the Sellers' knowledge, threatened. Neither of the Companies is currently, nor have either of the Companies been, involved in labor negotiations with any unit or group seeking to become the bargaining unit for any employees of either of the Companies. Neither of the Companies has experienced any material work stoppages, and to the best knowledge of the Sellers, no work stoppage is planned. The Company is in material compliance Companies have 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: Stock Purchase Agreement (Thermoview Industries Inc)
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) of On or prior to the date hereof, the Company Disclosure Schedule identifies (i) all directors has provided the Purchaser with an accurate 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 complete list of the Company’s current Employees as of the date of this Agreement, and the following details for each such Employee: (i) name; (ii) part-time or full-time status; (iii) regular/permanent employment policies or practices is currently being audited probationary or investigated by temporary employment status; (iv) title and/or job description; (v) annual base salary or hourly wage; (vi) available bonus, commission or other contingent compensation; (vii) participation in any Governmental Authority or CourtCompany Plans; (viii) accrued and unused vacation days; (ix) accrued and unused sick days; (x) if on leave, the status of such leave (including reason for leave and expected return date), and (xi) any outstanding amounts due in respect of Company loans to such Employee. To Except as set forth in Section 3.14 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 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 thereDisclosure Schedule, to the Company’s Knowledge, no Employee plans to terminate such employment or enter into any activities business which would compete with or proceedings of any labor union would be similar 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 business of the Company, there are no material employment-related grievances pending or Threatened. .
(b) The Company is not a party to, 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 by any collective bargaining agreement, by Law or otherwiseContract with any group of Employees. The Company has not effectuated a “plant closing” experienced any strikes, claims of unfair labor practices 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 futureother collective bargaining disputes. To the CompanySeller’s Knowledge, there are has been no pending organizational effort made or Threatened threatened, either currently or reasonably anticipated claims or actions against within 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 Effectpast two (2) years, 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 labor union with respect to unemployment Employees. Within the past two (2) years, the Company has not effectuated or contemplated a lock-out of any group of Employees.
(c) Except as set forth on Section 3.14(c) of the Company’s Disclosure Schedule, all salaries, wages, commissions and other compensation benefitsand benefits payable to each Employee, social security whether pursuant to applicable Law, Contract or other benefits or Company policy/practice, have been accrued and paid by the Company when due for all periods through the date hereof, and, as of the Closing Date, shall have been paid by the Company when due for all periods through the Closing Date, except for stub period payroll obligations resulting from the Closing Date occurring between normal paydays, which payroll obligations are properly accounted for Company Employees (other than routine payments to be made in the normal course Company’s financial records in accordance with Philippines Financial Accounting Standards.
(d) The Company has provided the Purchaser with a complete list of business all former Employees dismissed for any just or authorized cause for the past two (2) years from the date of this Agreement, together with a description of the reasons for such dismissals.
(e) The Company has provided the Purchaser a complete and consistent accurate list of all labor cases, complaints or Proceedings filed against the Company for the past two (2) years with past practice)the Philippines Department of Labor and Employment, National Labor Relations Commission and other Government Authorities.
Appears in 1 contract
Samples: Stock Purchase Agreement (Value Exchange International, Inc.)
Employment and Labor Matters. (a) Section 3.18(bSchedule 3.16(a) sets forth a true, correct and complete list of all current Employees and a true, correct and complete list of all individual independent contractors of the Company Disclosure Schedule identifies and/or the Subsidiary who are engaged through means other than through a staffing agency, professional employment organization or similar operation, including individuals who are engaged directly or through entities in which the individuals have an ownership interest (each, a “Contractor”), and sets forth each Employee’s and Contractor’s (as applicable) (i) employee identification number, (ii) job title, (iii) location of employment or services, (iv) hire or retention date, (v) base salary, hourly wage, or other remuneration rate, (vi) accrued and unused paid time off, (vii) the amount of any incentive or other additional compensation (including bonus and commission amounts) for which such Employee or Contractor is eligible and the amount of such additional compensation actually paid by each Employee or Contractor during the prior 12 months, (viii) work status (i.e., full-time, part-time, temporary, on leave of absence, etc.) and (ix) status as exempt or non-exempt from the overtime requirements of the Fair Labor Standards Act and similar Laws.
(b) Schedule 3.16(b) contains a complete and accurate list, as of the date hereof, of each collective bargaining or other labor union contract or labor arrangement covering any Employee (the “Collective Bargaining Agreements”). The Company has Made Available true and complete copies of all directors and officers Collective Bargaining Agreements to the Purchaser. The Company is in compliance with the terms of the Collective Bargaining Agreements.
(c) Except as set forth on Schedule 3.16(c), (i) there are no activities or proceedings involving any labor union to organize or represent any Employees; (ii) there is no labor strike, labor dispute or work stoppage involving any Employee pending or overtly threatened; (iii) 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 leaveSubsidiary are, and, together with the Subsidiary’s Predecessor for periods prior to November 1, 2016, have been, in compliance with all applicable Laws in connection with the extent provided by Employees and the employee, the stated return or leave expiration date), visa status, prior employment termination notice period required Contractors; (if anyiv) eligibility for company car, and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, 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 Knowledgedate hereof, there is no pending or Threatened Actionthreatened actions, claims or lawsuits brought by any Employee or Contractor under any Laws in connection with his or her employment with or services for the Company or the Subsidiary, respectively, and (v) there are no unfair labor practice chargecharges or other applications or proceedings before a labor relations board or any similar authority currently pending or overtly threatened, involving the Company or the Subsidiary. No Employee or Contractor has notified the Company or the Subsidiary in writing that such Employee or Contractor intends to terminate his or her employment or engagement, as applicable, within the six-month period following the Closing Date. Except as set forth on Schedule 3.16(c), as of the date hereof, all compensation, including wages, commissions, bonuses and accrued vacation payable to all Employees, Contractors of the Company or the Subsidiary for services performed on or prior to the date hereof have been paid in full or are scheduled to be paid in full. Each Employee and Contractor of, and each other individual performing any services for, the Company or the Subsidiary is, and, together with the Subsidiary’s Predecessor for periods prior to November 1, 2016, during the past five (5) years has been properly classified under applicable Law as a common law employee, independent contractor, leased employee or agent, and neither the Company nor the Subsidiary has any Liability for the improper classification of any employees as independent contractors, exempt from the overtime requirements of the Fair Labor Standards Act or any other applicable Law, 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 Authorityleased employees.
(bd) To Within the Companypreceding two (2) years, neither the Company nor the Subsidiary nor for periods prior to November 1, 2016 the Subsidiary’s KnowledgePredecessor has implemented any plant closings or layoffs requiring notice under the WARN Act or any similar Law. Schedule 3.16(d) sets forth a list of Employees (by date and location) who were laid off by the Company or the Subsidiary during the 90-day period preceding the date hereof.
(e) Except as set forth on Schedule 3.16(e), there are no controversies pending neither the execution, delivery and performance of any of this Agreement nor the consummation of the transactions contemplated thereby will (i) result in any payment becoming due from the Company or Threatenedthe Subsidiary to any Employee or Contractor, (ii) increase any benefits payable under any Contract between the Company or the Subsidiary and any Employee or Contractor, or (iii) accelerate the time of payment or vesting of any benefits under any such Contract.
(i) All levies, assessments and penalties made against, or premiums owed, by the Company Employee. The Company is not a party or the Subsidiary pursuant to any collective bargaining agreement or other written labor union contract applicable to Persons employed by workers’ compensation Laws have been paid, and (ii) the CompanyCompany and/or the Subsidiary have not been reassessed under any such legislation during the past three years, nor are there, and to the Company’s Knowledge, any activities Knowledge there are no circumstances that would permit a penalty reassessment.
(g) The Company or proceedings of any labor union the Subsidiary have withheld all amounts required by Law to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, be withheld from payments made by or it 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 employmentEmployees, 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 Employeesincome Tax withholdings, the Company has (i) withheld pension plan contributions and reported all amounts required to be withheld employment or unemployment insurance premiums 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 foregoingremittances, and (iii) is not liable for any payment to any trust or other fund governed has remitted all such amounts as required within the times required 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: Securities Purchase Agreement (Diplomat Pharmacy, Inc.)
Employment and Labor Matters. (a) Section 3.18(b) SCHEDULE 2.19 lists all employees, consultants, or other agents who on the date hereof perform services on a regular basis in the business operations of the Company Disclosure Schedule identifies (i) all directors or for Companies 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 whose annualized rate of pay or annual compensationcompensation exceeds $30,000 per year. Except as provided in SCHEDULE 2.19, job title and date of hireno such employee, the number and type of shares of Company Stockconsultant, Company Options and Company Warrants (or other optionsagent has terminated his employment or engagement, 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, andnor, to the extent provided knowledge of Seller or Parent, plans not to continue employment with Companies after the Closing Date if so offered by the Companies. Schedule 2.19 also lists any 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 chargeconsultant, or other charge agent of Companies who has a contract for employment with or inquiry against the Company brought engagement by Companies (whether written or oral) that is not terminable by Companies in its discretion on behalf not more than thirty (30) days' notice without penalty or requirement of any Company Employee, prospective employee, labor organization severance or other employee representative, or other individual or any Governmental Authority with respect to employment policies or practices brought similar payment by or before any Court or Governmental AuthorityCompanies.
(b) To the Company’s KnowledgeExcept as disclosed in SCHEDULE 2.19, there Companies are no controversies pending or Threatened, between the Company and any Company Employee. The Company is not a party parties to any collective bargaining agreement or agreement of any kind with any union or labor organization, and no union or other written labor union contract applicable to Persons employed collective bargaining unit has been certified or recognized by the CompanyCompanies as representing any employee, nor are therenor, to the Company’s Knowledgeknowledge of Seller or Parent, any activities is a union or proceedings other collective bargaining unit seeking recognition for such purpose. There are no controversies pending, or, to the knowledge of Seller or Parent threatened, between Companies and any labor union or collective bargaining unit representing, or seeking to represent, any of their employees. Except as disclosed in SCHEDULE 2.19, to the knowledge of Seller and Parent there has been no attempt by any union or other labor organization to organize any such Company Employee. There have been no strikes, slowdowns, work stoppages, disputes, or lockouts, by or with respect to of Companies' employees at any Company Employeetime in the past five years. To the Knowledge knowledge of the CompanySeller and Parent, 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 Companies have complied with all applicable Laws, contracts, and policies Laws relating to employment, employment practices, wages, hours, health and terms safety, payment of social security, withholding and conditions other taxes, maintenance of employmentworker's compensation insurance, labor and employment relations, and employment discrimination, including without limitation, the obligations Americans with Disabilities Act, Fair Labor Standards Act, Title VII of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”)Civil Rights 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 Age Discrimination 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)Employment Act.
Appears in 1 contract
Samples: Share Purchase Agreement (Housecall Medical Resources Inc)
Employment and Labor Matters. (a) Section 3.18(b) Except as set forth on Schedule 4.18(a), neither the Seller 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 individualSeller’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 Affiliates 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 agreements and there are no labor unions or other written labor union contract applicable to Persons employed by the Companyorganizations representing, 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 CompanySeller, there purporting to represent or attempting to represent any Business Employee. No collective bargaining agreements are no currently being negotiated by the Seller or any of the Seller’s Affiliates.
(b) Each of the Seller and its Affiliates are in compliance in all material employment-related grievances pending respects with any Requirements of Law or Threatened. The Company is not a party to, Orders regarding the terms and conditions of employment of employees or otherwise bound by, prospective employees of the Seller or any consent decree with, or citation of the Seller’s Affiliates or other Order bylabor related matters, any Governmental Authority including Requirements of Law or Orders relating to Company discrimination, fair labor standards, wrongful discharge or violation of the personal rights of such employees.
(c) Seller shall provide to Buyer on the date hereof as Schedule 4.18(c), a true, correct and complete list of the Business Employees as of the Date of Execution, their position and length of service, their salary, bonuses and any other employee benefits to which they are entitled, other than those provided by law. Except as disclosed in Schedule 4.18(c), no increase in any manner of the compensation or other remuneration of any nature has been made or authorized since January 1, 2004 to any Business Employees, except if such increase is required by a Requirement of Law, by collective labor agreements or pursuant to an executed employment policies or practices. The Company is agreement.
(d) [Intentionally Omitted]
(e) Each of the Seller and its Affiliates are in material compliance with all applicable Laws, contracts, laws and policies relating to employment, applicable labor collective agreements respecting employment and employment practices, wages, hours, and terms and conditions of employment, including the obligations of the Worker Adjustment pay equity and Retraining Notification Act of 1988, as amended (“WARN”)wages and hours, and all other notification applicable laws and bargaining obligations arising under any collective bargaining agreementregulations concerning health and safety in the workplace. There is no labor strike, by Law dispute, slowdown or otherwise. The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARNstoppage actually pending or, affecting in whole or in part any site of employment, facility, operating unit or employee to the Knowledge of the CompanySeller, 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 threatened against the Company Seller or any Company trustee under any workerof Seller’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 ContractAffiliates, with respect to Company Employeesthe Business; and no material employment related complaint or grievance has been made to the Seller and is currently pending or, to the Knowledge of the Seller, has been threatened against, the Company Seller or any of Seller’s Affiliates.
(f) The Seller has made available to the Buyer a list and copies (or descriptions, if not in writing) of each Plan that is maintained, administered or contributed to by the Seller or any ERISA Affiliate, or to which the Seller or ERISA Affiliate has any obligation to contribute, and that covers any Business Employee (each a the “Benefit Plan”) and, to the extent applicable with respect thereto, the most recent summary plan description, summary of material modifications and any other written communication (or a description of any oral communications) by the Seller to the Business Employees concerning the extent of the benefits provided under each Benefit Plan. Schedule 4.18(f) contains a list of each Benefit Plan.
(g) With respect to any Business Employee, to the Seller’s Knowledge, other than routine claims for benefits, no lawsuits or complaints to or by any person or governmental authority have been filed or made against any Benefit Plan or against the Seller in respect of any Benefit Plan or, to the Seller’s Knowledge, against any other person or party in respect of any Benefit Plan and, to the Seller’s Knowledge, no such material lawsuits or complaints are pending, threatened, or reasonably likely to occur. To the Seller’s Knowledge, no individual who has performed services for the Seller in the Business has been improperly excluded from participation in any Benefit Plan.
(h) Each Benefit Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service and has been maintained in material compliance with its terms and with the applicable Requirements of Law. Neither the Seller nor any ERISA Affiliate participate in, contribute to or have any liability with respect to any Business Employee with respect to any multiemployer plan as defined in Section 3(37) of ERISA and neither the Seller nor any ERISA Affiliate have incurred any liability (including any contingent liability), to or on account of, any Benefit Plan pursuant to Title IV of ERISA, during the 6 years preceding the date of this Agreement which has not been fully paid. No Benefit Plan is subject to Title IV of ERISA.
(i) withheld All contributions (including all employer contributions and reported all amounts employee salary reduction contributions) and premium payments required to be withheld have been made under the terms of any Benefit Plan, or in accordance with the Requirements of Law, as of the Date of Execution have been timely made, and reported with all contributions or premium payments for any period ending on or prior to the Closing which are not yet due will, on or prior to the Closing, have been paid. Neither the Seller nor any of the Seller’s Affiliates is or expects to be, in respect of any of the Purchased Assets, subject to any Lien pursuant to Section 412(n) of the Code or Title IV of ERISA.
(j) With respect to wagesany Business Employee neither the execution and delivery of this Agreement or any of the Transaction Documents nor the consummation of the transactions contemplated hereby will (either alone or in combination with another event) (i) result in any payment becoming due, salaries and other payments or increase the amount of any compensation due to Company Employees, any Business Employee; (ii) is not liable increase any benefits otherwise payable under any Plan; or (iii) result in the acceleration of the time of payment or vesting of any such compensation or benefits (except for any arrears in wages, severance pay such vesting required by the Code or any taxes or any penalty for failure to comply with ERISA).
(k) Neither the Seller nor any of the foregoingSeller’s Affiliates have incurred any material liability or obligation under WARN or the regulations promulgated thereunder, and (iii) is not liable for or any payment to any trust similar state or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefitslocal law, 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)which remains unsatisfied.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(b) 3.13 of the Company Disclosure Schedule identifies (i) Letter contains a true and correct list of all directors full and officers part-time employees and independent contractors of the Company and (ii) all employees and consultants employed or engaged by each of its Subsidiaries as of the Company anddate of this Agreement, for each individual identified in clauses (i) or (ii), sets forth which list includes each such individualperson’s rate of pay or annual compensationposition, job title and employer, date of hire, the number current annual salary, hourly rate of pay, commission and/or bonus arrangement (as applicable), accrued vacation and type sick pay, service credited for purposes of shares of vesting and eligibility under any Company StockPlan, Company Options and Company Warrants (status as full-time or other options, warrants or similar rights to acquire shares of Company Stock) beneficially owned or held by such individualpart time, current paid time-off eligibility for the current calendar year (including accrued paid time off from prior years)status as either active or on leave and, leave status (including type of if on 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, type and average overtime payments, if any, per month for the preceding twelve-month period. To the Company’s Knowledge, none beginning date 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 Employeesuch leave. 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 and each 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 its Subsidiaries 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 Lawslaws, contracts, rules and policies relating regulations which relate to employment, employment practicesprices, wages, hours, discrimination in employment 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 operation of its business 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 withholding taxes or any penalty penalties for failure to comply with any of the foregoing, and (iii) . Neither the Company nor any of its Subsidiaries is not liable for any payment a party to any trust collective bargaining agreement or other fund governed by or maintained by or on behalf labor contract. Neither the Company nor any of its Subsidiaries has engaged in any Governmental Authority unfair labor practice with respect to unemployment compensation benefitsany Persons employed by or otherwise performing services primarily for the Company or any of its Subsidiaries (the “Company Business Personnel”), social security and there is no unfair labor practice complaint or other benefits grievance pending or obligations for threatened in writing against the Company Employees (other than routine payments or any of its Subsidiaries by the National Labor Relations Board or any comparable state agency with respect to be made in the normal course Company Business Personnel. There is no labor strike, dispute, slowdown or stoppage pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries which may interfere with the respective business and consistent with past practice)activities of the Company or any of its Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (Tellabs Inc)
Employment and Labor Matters. (a) Section 3.18(bSchedule 4.15(a) lists all employees employed by the Seller as of the Company Disclosure date hereof, identifying names, job titles, dates of hire, current commission or bonus eligibility, where applicable, full or part time status, exempt or nonexempt status (where applicable), benefits eligibility, and annual vacation entitlement (including each employee’s balance of unused vacation). Schedule 4.15(a) also identifies the Seller’s employees on short-term or long-term disability leave, maternity leave, parental leave, family medical leave, military leave, extended absence or any other leave or inactive status, the reasons for such leave, as well as the dates on which the leave, extended absence or inactive status began and is expected to end (if known).
(b) Except as set forth on Schedule 4.15(b), no executive or key employee of the Seller or group of employees has given written notice to any Seller Party of any intention to terminate employment with the Seller, either as a result of the transactions contemplated by this Agreement or otherwise.
(c) Except as listed on Schedule 4.15(c), the Seller is not currently a party to nor, since January 1, 2009, has it been a party to, any collective bargaining agreement or other agreement subject to enforcement under Section 301 of the Labor Management Relations Act, 29 U.S.C. §185 (“Collective Bargaining Agreements”). Except as set forth on Schedule 4.15(c), within the last five years the Seller has not:
(i) all directors and officers recognized any labor organization as the representative of the Company and (ii) all employees and consultants employed any employees; received a demand from any labor organization or engaged by the Company and, employee 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 recognition; been threatened with 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 organizational attempt 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 representative with respect to employment policies any employees; been a party to any petition for recognition or practices representation right with any Governmental Entity with respect to any employees; or been subject to proceedings or petitions seeking a representation whether pending or threatened to be brought or filed with the National Labor Relations Board; or
(ii) been subject to a strike, slowdown, walk out, picketing, handbilling, bannering, work stoppage, lockout or other concerted activity due to any organizational activities by any employees or before any Court labor organization. There is no other labor dispute pending or Governmental Authoritythreatened against the Seller, and no union organization campaign currently is in progress or threatened with respect to any employees of the Seller.
(bd) To the Company’s KnowledgeExcept as set forth on Schedule 4.15(d), there are no controversies Legal Proceedings pending against the Seller, 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 CompanySeller’s Knowledge, 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 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 Entity or arbitrator in connection with the employment of any current or former employee, including any claim relating to Company Employees employment discrimination, harassment, retaliation, equal pay or any other employment policies or practices. The Company is related matter arising under applicable Laws.
(e) Except as set forth on Schedule 4.15(e), the Seller has been for the last five years in compliance in all material compliance respects with all applicable Laws, contracts, Laws respecting employment and policies relating to employmentemployment standards, employment practices, wages, hours, practices and terms and conditions of employment, including discrimination, civil rights, immigration, wages and hours, and the classification (including for purposes of benefit plan participation) and payment of employees and independent contractors, workers' compensation, unemployment compensation benefits, health and safety, and affirmative action. Except as set forth on Schedule 4.15(e), within the last five years, the Seller has not:
(i) incurred, and to Seller’s Knowledge no circumstances exist under which the Seller would reasonably be expected to incur, any Liability arising from the misclassification of employees as independent contractors and/or from the misclassification of employees as exempt from the requirements of the Fair Labor Standards Act or similar state or local Laws (collectively, the “FLSA”);
(ii) failed to complete and maintain fully and accurately completed Forms I-9 with respect to all current and, where required by Law, former employees or failed to fulfill all other requirements by Law in all material respects pertaining to every aspect of the employment eligibility verification process for each employee of Seller. In the past three years, Seller has not received written notice from any Governmental Entity of any investigation by any Governmental Entity regarding noncompliance with Laws pertaining to immigration, including U.S. Social Security Administration “No-Match” letters;
(iii) been delinquent in payments to any employees or other individual service provider for any wages (including overtime compensation), salaries, commissions, bonuses or other direct compensation for any services performed by them or any amounts required to be reimbursed to such employees;
(iv) violated in any material respect any Law relating to employment and employment practices, terms and conditions of employment and wages and hours in connection with the employment of any employees, including any Law relating to wages and hours, payment of wages, child labor, family and medical leave, sick leave or other paid or unpaid leave; access to facilities and employment opportunities for disabled persons, employment discrimination (including discrimination based upon sex, pregnancy, marital status, age, race, color, national origin, ethnicity, sexual orientation, gender identity, disability, veteran status, religion or other classification protected by law or retaliation for exercise of rights under any Law), equal employment opportunities and affirmative action, employee privacy, fair employment practices, and the collection and payment of all taxes and other withholdings;
(v) been liable for the payment of any Claims, damages, fines, penalties, or other amounts to any current or former employees, however designated, for failure to comply with any Law pertaining to employment, or is party to any judgment, settlement agreement, consent decree, or other agreement with any Governmental Entity requiring continuing material compliance or reporting obligations entered into to resolve any labor or employment matter;
(vi) violated in any material respect any Law regulating occupational safety and health, including the U.S. Occupational Safety and Health Act, 29 U.S.C. §§ 651, et seq. or comparable state Laws (the “OSH Act”), or Law promulgated by any Governmental Entity (including the Occupational Health and Safety Administration or comparable state agencies (“OSHA”)); been found in violation of the OSH Act or other Law pertaining to occupational safety and health; or failed to maintain records and reports pertaining to occupational health and safety required by any Law pertaining to occupational safety and health or any Governmental Entity (including OSHA), including OSHA-300 injury logs;
(vii) committed any material violation of Section 8 of the National Labor Relations Act, as amended, 29 U.S.C. § 158, or any other Law pertaining to labor of any jurisdiction where the Seller employs employees; or
(viii) implemented any plant closing, mass layoffs, work relocation or redundancy of employees that could require notice and/or consultation under any Law (including the Worker Adjustment and Retraining Notification Act of 19881988 (the “WARN Act”) or similar state or local Law.
(f) The Seller maintains all employment records, as amended (“WARN”)including payroll records, personnel files, medical files, and all other notification records pertaining to occupational health and bargaining obligations arising under any collective bargaining agreementsafety, by Law or otherwise. in material compliance with applicable Laws.
(g) 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 programSeller is not, nor has it been within the Company planned last five years, a federal government contractor or announced any such action subcontractor subject to Executive Order 11246, the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 or program for Section 503 of the future. Rehabilitation Act of 1973.
(h) To the CompanySeller’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against neither the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each employment of the Company Employees is terminable at Seller’s employees nor 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 retainer of any Governmental Authority with respect to unemployment compensation benefits, social security consultant violates any non-disclosure or other benefits non-competition agreement between any employee or obligations for Company Employees (other than routine payments to be made in the normal course of business consultant and consistent with past practice)a third party.
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) The Company has made available to the Purchaser an accurate and complete list of all employees, temporary employee and independent contractors performing services for the Company or any Company Subsidiary as of the Company Disclosure Schedule identifies date hereof whose annual cash compensation (ibase salary and bonus whether deferred, contingent or otherwise) all directors and officers of the Company and (ii) all employees and consultants employed or engaged is expected by the Company andto exceed $100,000 in 2008, for including each individual identified employee on leave of absence or layoff status, along with, with respect to such employees, temporary employees and independent contractors whose annual salary is expected by the Company to exceed $100,000 in clauses 2008, the position, service date, compensation and bonuses (i) deferred, contingent or (iiotherwise), sets forth each scheduled or contemplated increases in compensation and benefits, scheduled or contemplated promotions, full-time or part-time status, exempt or non-exempt classification where applicable, notice and severance payments in the event of termination of employment, change in control, retention and other like benefits paid or payable (in cash or otherwise), and work authorization with respect to such individual’s rate of pay Persons.
(b) Neither the Company nor any Company Subsidiary is or annual compensationhas been a party to any collective bargaining with any labor union, job title and date of hireworks council, the number and type of shares of Company Stock, Company Options and Company Warrants (employee representative or other optionslabor organization or group of employees. Further, warrants neither the Company nor any Company Subsidiary is 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 has been bound by any Governmental Authority or Court. To the Company’s KnowledgeContract with any labor union, there is no pending or Threatened Actionworks council, unfair labor practice charge, employee representative or other charge labor organization or inquiry against group of employees. 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 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 Employee. To the Knowledge employees of the CompanyCompany or any Company Subsidiary. There is no union, there are no material employment-related grievances pending or Threatened. The Company is not a party toworks council, or otherwise bound by, any consent decree with, or citation employee representative or other Order bylabor organization or group of employees, 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 January 1, 2008, neither the Company nor any Governmental Authority relating to Company Employees Subsidiary has implemented any plant closing, collective dismissal 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 3.17(c) of the Company Employees is terminable at the will Disclosure Schedule sets forth an accurate and complete list 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, all individuals whose employment with respect to Company Employees, the Company has (i) withheld and reported all amounts required terminated during the 90-day period prior 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 the 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(b) of the Company Disclosure Schedule identifies (i) SCHEDULE 2.9 lists all directors current employees, independent contractors and officers of the Companies with salaries during the calendar year 1998 in excess of Thirty Thousand Dollars ($30,000), along with the amount of the current annual salaries and total compensation paid or due for services to each employee, independent contractor 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, independent contractors and officers with respect to compensation payable thereafter. To the best knowledge of the Seller, (1) no key employee or group of employees has any plans to terminate employment with any Company and (ii2) all employees no independent contractor has any plans to terminate its services to any Company 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 Companies has plans to terminate its relationship with 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 independent contractors.
(b) To None of the Company’s Knowledge, there are no controversies pending or Threatened, between the Company and any Company Employee. The Company Companies 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 the Seller has no knowledge of any attempt to Persons employed by organize any of the Company's employees by any Person, nor unit or group seeking to act as their bargaining agent. There are thereno pending or, to the Company’s Knowledgebest knowledge of the 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 any of the Companies. To the Knowledge best knowledge of the CompanySeller, 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 union representation election relating to Company Employees employees of the Companies 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 the Companies' employment policies or practicespractices by any governmental agency or authority pending or, to the best knowledge of the Seller, threatened. The Company None of the Companies 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 the Companies. None of the Companies has experienced any material compliance work stoppages, and to the best knowledge of the Seller, no work stoppage is planned. To the best knowledge of the Seller, the Companies have 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: Stock Purchase Agreement (Thermoview Industries 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(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(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) 5.21 of the Seller Disclosure Letter sets forth a complete list, as of March 18, 2010, of those Persons who are employed by an Acquired Company Disclosure Schedule identifies or are engaged by an Acquired Company as an independent contractor, which list indicates (i) all directors and officers of the Company and each Person’s hire or engagement date, (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 individualPerson’s rate of pay or annual compensation, job title or project description and date of hireresponsibility, (iii) each Person’s salary, rate or annualized compensation and (iv) bonuses paid in the number and type of shares of past two years.
(b) No Acquired Company Stock, Company Options and Company Warrants (is a party to or bound by any collective bargaining agreement with any labor union or association representing any employees or has agreed to recognize any union or other options, warrants collective bargaining unit. No union or similar rights to acquire shares collective bargaining unit has been certified as representing the employees 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 Acquired Company, and, to the extent provided by the employeeKnowledge of Seller, 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 organizational attempt has been made on behalf of any Company Employee, prospective employee, labor organization union 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 unit with respect to any Acquired Company.
(c) Since January 1, 2006, no Acquired Company Employee. To has experienced any actual or, to the Knowledge of Seller, threatened labor strike or material labor dispute, labor slowdown, labor stoppage or any other material labor difficulty.
(d) Since January 1, 2006, no material citation has been issued by the Occupational Safety and Health Administration against any Acquired Company, there are and no material employment-related grievances pending or Threatened. The Company is not a party tonotice of contest, or otherwise bound byclaim, any consent decree withcomplaint, or citation charge, investigation or other Order byadministrative enforcement proceeding has been filed or is pending or, to the Knowledge of Seller, threatened against any Governmental Authority Acquired Company under the OSH Act or any other applicable Labor Law relating to occupational safety and health.
(e) There is no pending or, to the Knowledge of Seller, threatened labor board proceeding of any kind against any Acquired Company.
(f) Since January 1, 2006, no claim, complaint, charge or investigation for unpaid wages, bonuses, commissions, employment withholding taxes, penalties, overtime, vacation pay or other compensation, benefits, child labor or record keeping violations has been filed or is pending or, to the Knowledge of Seller, threatened against any Acquired Company Employees under the FLSA, the United States Xxxxx-Xxxxx Act, the United States Xxxxx-Xxxxxx Act, the United States Service Contract Act or any other federal, state, local or foreign Labor Law or any rules and regulations promulgated thereunder.
(g) Since January 1, 2006, no discrimination or retaliation claim, complaint, charge or investigation has been filed or is pending or, to the Knowledge of Seller, threatened against any Acquired Company under the United States Civil Rights Acts of 1866 and 1964, the United States Equal Pay Act, the United States Age Discrimination in Employment Act, the United States American with Disabilities Act, the United States Family and Medical Leave Act, ERISA or any other federal Labor Law or comparable state fair employment policies practices act or practices. The Company is in material compliance with all applicable Lawsforeign Labor Law or any rules and regulations promulgated thereunder.
(h) Since January 1, contracts2006, no wrongful discharge, libel, slander or other claim, complaint, charge or investigation that arises out of the employment relationship between any Acquired Company, on the one hand, and policies relating any of its employees, on the other hand, has been filed or is pending or, to employmentthe Knowledge of Seller, 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 threatened against any Acquired Company under any collective bargaining agreement, by Law or otherwise. The applicable Labor Law.
(i) Each Acquired Company has not effectuated a “plant closing” or “mass layoff” maintained and currently maintains insurance 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 applicable Labor Law or by Contract, with respect to Company Employees, the Company has (i) withheld workers’ compensation claims 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)claims.
Appears in 1 contract
Employment and Labor Matters. (a) Except as set forth in Section 3.18(b3.13(b) of the Company Disclosure Schedule identifies (i) all directors and officers of Letter, neither the Company and (ii) all employees and consultants employed nor any of its Subsidiaries is a party to, bound by or engaged by in the Company and, for each individual identified in clauses (i) or (ii), sets forth each such individual’s rate process 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 (negotiating any collective bargaining agreement or other optionsContract with any labor union, warrants labor or similar rights trade organization, works council or other employee representative body; there are no such agreements which pertain to acquire shares of Company Stock) beneficially owned Employees in existence 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, in negotiation; and, to the extent provided Company’s Knowledge, no Employees are represented by any labor union, labor or trade organization, works council or other employee representative body. There are no ongoing labor strikes, material slowdowns, material work stoppages, picketing or lockouts pending or, to the employeeCompany’s Knowledge, threatened, against the Company or any of its Subsidiaries.
(b) There are no, and since the Lookback Date there have not been any, material Actions pending or, to the Company’s Knowledge, threatened, (i) between the Company or any of its Subsidiaries and any of their respective current or former officers, directors, employees, independent contractors, or applicants to any such positions or (ii) by or before any Governmental Body against or affecting the Company or any of its Subsidiaries concerning employment-related matters.
(c) To the Company’s Knowledge, the stated return or leave expiration dateCompany and its Subsidiaries are, and since the Lookback Date 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), visa statushours, prior withholdings and deductions, human rights, discrimination, harassment (including sexual harassment), retaliation, pay equity, employment termination notice period required equity, workers’ compensation, safety and health, immigration, work authorization, worker classification (if any) eligibility for company carincluding employee-independent contractor classification and the proper classification of employees as exempt employees and non-exempt employees), employee leave of absence and average overtime paymentsany applicable foreign, if anystate, per month for the preceding twelve-month periodprovincial or local “mass layoff” or “plant closing” Law. To the Company’s Knowledge, none of and since the Company’s employment policies or practices is currently being audited or investigated by any Governmental Authority or Court. To the Company’s KnowledgeLookback Date, there is no pending or Threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by and its Subsidiaries are not delinquent in material payments to any Employees, Independent Contractors or on behalf former employees for any services or material amounts required to be reimbursed or otherwise paid, except for any arrearages occurring in the ordinary course 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.
(bd) To the Company’s Knowledge, there all Employees are no controversies pending or Threatened, between authorized to work in 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 jurisdiction in which they are employed by the Company, nor are there, to the Company’s Knowledge, any activities Company 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 its Subsidiaries.
(“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. e) To the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against Key Employee of the Company or any of its Subsidiaries is in material violation of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, non-competition agreement, restrictive covenant or other obligation that would be injurious to the Company trustee under or its Subsidiaries.
(f) Since the Lookback Date, the Company and its Subsidiaries have not received or been involved in or been subject to any worker’s compensation policy material written complaints, claims or long-term disability policy. The services provided by each Actions relating to harassment with respect to any employee 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 of its Subsidiaries with any an annual base salary in excess 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)$200,000.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(b) of the 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 caris, and average overtime paymentshas at all times 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 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 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 relating to Company Employees or employment policies or practices. The Company is in material compliance respects with all applicable LawsLaws respecting labor and employment, contracts, and policies including Laws relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations equal employment opportunity, discrimination, disability, fair labor standards, workers compensation, wrongful discharge, immigration, occupational safety and health, family and medical leave, wages and hours, overtime classification, paid time off, immigration, and employee terminations, and in each case, with respect to any current or former employee (each, for purposes of the Worker Adjustment and Retraining Notification Act of 1988this Section 3.12, as amended (an “WARNEmployee”), and all other notification and bargaining obligations arising under any collective bargaining agreementconsultant, by Law independent contractor, advisor or otherwise. The Company has not effectuated a director (each, for purposes of this Section 3.12, an “plant closing” or “mass layoff” as those terms are defined Advisor”) of, in WARNeach case, 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 ERISA Affiliate: (i) has withheld and reported all amounts required by Law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Company Employeessuch Persons, (ii) is not liable for any arrears in of wages, severance pay or any taxes 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 Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees such Persons (other than routine payments to be made in the normal course of business and consistent with past practice). There are no actions, suits, claims or administrative matters pending, or, to the Company’s Knowledge, threatened against the Company or any of its Employees or Advisors relating to the matters set forth in the immediately preceding sentence or any Benefit Plan. There are no pending, or, to the Company’s Knowledge, threatened claims or actions against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. Section 3.12(a) of the Disclosure Schedule lists all Liabilities of the Company (other than those mandated by applicable Law) to any Employee or Advisor that result from the termination by the Company or Parent of such Person’s employment or provision of services, a change of control of the Company, or a combination thereof.
(b) The Company is not a party to any collective bargaining agreements, works council agreement or similar agreement and to the Knowledge of the Company, there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any Employee. The Company does not have any Knowledge of any strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any Employees.
(c) The Company has not effectuated (i) a “plant closing” as defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company thereto, or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company, nor has the Company been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local Law. None of the Employees has suffered an “employment loss” (as defined in the WARN Act) during the ninety (90) day period prior to the execution of this Agreement.
(d) Section 3.12(d) of the Disclosure Schedule contains a complete and accurate list of all current Employees and shows with respect to each such Employee (i) the Employee’s name, position held, principal place of employment, base salary or hourly wage rate, as applicable, including each Employee’s designation as either exempt or non-exempt from the overtime requirements of the Fair Labor Standards Act, and all other remuneration payable and, other than benefits set forth in Section 3.11(a) of the Disclosure Schedule, benefits provided by the Company or which the Company is bound to provide (whether at present or in the future) to each such Employee, or any Person connected with any such Employee, and includes, if any, particulars of all profit sharing, incentive and bonus arrangements, (ii) the date of hire, (iii) vacation eligibility for the current calendar year (including accrued vacation from prior years), (iv) leave status (including type of leave, and expected return date, if known), (v) visa status and the expiry date thereof, if applicable, (vi) accrued sick days for current calendar year, (vii) relevant prior notice period required in the event of termination, (viii) eligibility for Company car or similar benefits, (ix) any severance or termination payment (in cash or otherwise) to which any Employee could be entitled under existing contractual or other obligations, and (x) average over-time payments per month during the preceding twelve-month period for non-exempt Employees. Section 3.12(d) of the Disclosure Schedule also contains a complete and accurate list of all former Employees involved in the development of Company Intellectual Property and shows the name, dates of service and position held by such Person at the time of termination.
(e) Section 3.12(e) of the Disclosure Schedule contains an accurate and complete list of (i) all current Advisors, (ii) the location at which such Persons have been or are providing services, (iii) the rate of all regular, bonus or any other compensation payable to such Persons, and (iv) the start and termination date of any Contract binding such Persons. All Advisors can be terminated immediately and without notice or Liability on the part of the Company. The Company has no material Liability with respect to misclassification of any Person as an independent contractor rather than as an “employee”, including any Person leased from another employer, or with respect to any Person currently or formerly classified as exempt from overtime wages. Section 3.12(e) of the Disclosure Schedule also contains a complete and accurate list of all former Advisors involved in the development of Company Intellectual Property and shows the name, dates of service and position held of such Person at the time of termination.
(f) The Company has made available to Parent true, correct and complete copies of all written personnel policies, rules or procedures applicable to employees of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Juno Therapeutics, Inc.)
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 the Company Seller on the date hereof, along with the amount of the current annual salaries and (ii) all total compensation paid or due for services to each 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 Seller, 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 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 AuthoritySeller.
(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 with any labor organization, group or other written labor union contract applicable association covering any of its employees, and the Seller has no knowledge of any attempt to Persons employed organize the 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 Knowledgebest knowledge of the 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 the Seller. To the Knowledge No union representation election relating to employees of the CompanySeller has been scheduled by any governmental agency or authority, no organizational effort is being made with respect to any of such employees, and there are is no material employment-related grievances investigation of the Seller's employment policies or practices by any governmental agency or authority pending or Threatenedthreatened. The Seller is not currently, nor has it been, involved in labor negotiations with any unit or group seeking to become the bargaining unit for any employees of the Seller. The Seller has not experienced any material work stoppages, and to the best knowledge of the Seller, no work stoppage is planned. The Company is not a party tohas complied with all material laws and regulations relating to the employment of labor, or otherwise bound byincluding, without limitation, any consent decree with, or citation or other Order by, any Governmental Authority provisions thereof relating to Company Employees or employment policies or practices. The Company is in material compliance with all applicable Lawswages, contracts, and policies relating to employmenthours, 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) 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) of On or prior to 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 hirehereof, the number Seller has provided the Purchaser with an accurate 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 complete list of the Company’s current Employees as of the date of this Agreement, and the following details for each such Employee: (i) name; (ii) part-time or full-time status; (iii) regular/permanent employment policies or practices probationary or temporary employment status; (iv) title and/or job description; (v) annual base salary or hourly wage; (vi) available bonus, commission or other contingent compensation; (vii) participation in Company Plans; (viii) accrued and unused vacation days; (ix) accrued and unused sick days; (x) if on leave, the status of such leave (including reason for leave and expected return date), and (xi) any outstanding amounts due in respect of Company loans to such Employee. Except as set forth in Section 3.14 of the Seller Disclosure Schedule, to the Seller’s Knowledge, no Employee plans to terminate such employment or enter into any business which would compete with or would be similar to the business of the Company.
(b) The Company is currently being audited not party to or investigated bound by any Governmental Authority collective bargaining Contract with any group of Employees. The Company has not experienced any strikes, claims of unfair labor practices or Courtother collective bargaining disputes. To the CompanySeller’s Knowledge, there is has been no pending organizational effort made or Threatened Actionthreatened, unfair labor practice chargeeither currently or within the past two (2) years, 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 union with respect to employment policies or practices brought by or before any Court or Governmental Authority.
Employees. Within the past two (b2) To years, 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 or contemplated a “plant closing” or “mass layoff” lock-out of any group of Employees.
(c) Except as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee set forth on Section 3.14(c) of the CompanySeller Disclosure Schedule, without complying with all provisions of WARN salaries, wages, commissions and other compensation and benefits payable to each Employee, whether pursuant to applicable Law, Contract or implemented any early retirementCompany policy/practice, separation or window program, nor has have been accrued and paid by the Company planned or announced any such action or program when due for all periods through the future. To date hereof, and, as of the Closing Date, shall have been paid by the Company when due for all periods through the Closing Date, except for stub period payroll obligations resulting from the Closing Date occurring between normal paydays, which payroll obligations are properly accounted for in the Company’s Knowledgefinancial records in accordance with Philippines Financial Accounting Standards.
(d) The Company has provided the Purchaser with a complete list of all former Employees dismissed for any just or authorized cause for the past two (2) years from the date of this Agreement, there are no pending together with a description of the reasons for such dismissals.
(e) The Company has provided the Purchaser a complete and accurate list of all labor cases, complaints or Threatened or reasonably anticipated claims or actions Proceedings filed against the Company or any Company trustee under any worker’s compensation policy or long-term disability policy. The services provided by each for the past two (2) years with the Philippines Department of the Company Employees is terminable at the will of the Company Labor 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 EffectEmployment, 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 National Labor Relations Commission 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)Government Authorities.
Appears in 1 contract
Samples: Stock Purchase Agreement (eTelecare Global Solutions, Inc.)
Employment and Labor Matters. (a) Except as set forth on Section 3.18(b3.16(a) of the Company Disclosure Schedule identifies Schedule, neither the Company nor any Subsidiary thereof is a party to any labor or collective bargaining agreement in respect of any employee or group of employees of the Company or a Subsidiary thereof.
(b) Except as set forth on Section 3.16(b) of the Company Disclosure Schedule, (i) all directors there are no, and officers within the last three (3) years there have been no material strikes, work stoppages, work slowdowns, lockouts, picketing or other similar labor activities pending or, to the Knowledge of the Company, threatened against or involving the Company or any Subsidiary thereof, and (ii) all employees and consultants employed there are no unfair labor practice charges, grievances 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, andcomplaints 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 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 Action, unfair labor practice charge, or other charge or inquiry against the Company brought threatened by or on behalf of any employee or group of employees of the 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 a Subsidiary thereof before any Court or a Governmental Authority.
(bc) To The Company and each Subsidiary thereof is in compliance in all material respects with all applicable Laws respecting employment practices, terms and conditions of employment and wages and hours.
(d) Section 3.16(d) of the Company’s Knowledge, there Company Disclosure Schedules contains a list of all persons who are no controversies pending or Threatened, between employees of the Company and any its Subsidiaries, or who are employees of an Affiliate of Fox but perform services exclusively or primarily for the Company Employee. The Company is not a party to any collective bargaining agreement and its Subsidiaries, as of the date hereof, and sets forth for each such individual the following, as applicable: (i) name; (ii) title or position (including whether full or part time and whether exempt or non-exempt under the Fair Labor Standards Act); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other written labor union contract applicable incentive-based compensation to Persons employed by the Company, nor are therewhich such employee is entitled 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, by or with respect to any Company Employee. To the Knowledge of the Company, any targeted bonus that has been communicated to such employee, in each case for the current fiscal year; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof that are materially more favorable than those provided to other similarly situated employees; provided, that the information required by subsections (iv) and (v) hereof shall not be included on Section 3.16(d) of the Company Disclosure Schedules but has been provided or made available to Purchaser prior to the Closing. Except as set forth in Section 3.16(d) of the Company Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to employees, independent contractors or consultants of the Company for services performed on or prior to the date hereof have been paid in full (or properly accrued on the balance sheet contained in the Closing Working Capital Statement) and there are no material employment-related grievances pending outstanding agreements, understandings 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 commitments of the Company Employees is terminable at the will with employees 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, its Subsidiaries with respect to Company Employeesany such compensation, 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 commissions 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)bonuses.
Appears in 1 contract
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 or bound by any collective bargaining agreement or other written agreement with a labor union contract applicable to Persons employed union, works council or other employee representative body. No employees of the Company are represented by the Companya labor union, nor are thereworks council or other employee representative body. The Company has not experienced any labor disputes, picketing, strike, slowdown, work stoppage, lockout or material grievance, claim of unfair labor practices, or other collective bargaining dispute since January 1, 2019, and, to the Company’s Knowledge, any activities or proceedings of any labor has not experienced union to organize any organization attempts since such Company Employeedate. There have been is no strikesunfair labor practice charge or complaint or other proceeding presently pending or, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge knowledge of the Company, there are no material employment-related grievances pending threatened against the Company before the National Labor Relations Board or Threatened. The Company is not a party toany equivalent state or local Governmental Body, in each case, that has resulted in, or otherwise bound bywould reasonably be expected to result in, any consent decree withindividually or in the aggregate, or citation or other Order by, any Governmental Authority relating a material liability to Company Employees or employment policies or practices. the Company.
(b) The Company is in compliance, in all material compliance respects, with all applicable Laws, contracts, and policies Laws relating to labor and employment, employment practices, including all such Laws relating to wages (including minimum wage and overtime wages), hours, human rights, discrimination, harassment, retaliation, pay equity, employment equity, paid sick days/leave entitlements and terms and conditions of employment, benefits (including the obligations federal Emergency Paid Sick Leave Act), family and medical leave and other leaves of absence (including the federal Emergency Family and Medical Leave Expansion Act), 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 of 1988, as amended (“WARN”)) and any similar foreign, state, provincial or local “mass layoff” or “plant closing” Law.
(c) 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 January 1, 2019 and the date of this Agreement.
(d) As of the date of this Agreement, no current Key Employee or group of employees has given notice of termination of employment or otherwise disclosed plans to an executive officer or director of the Company to terminate employment with the Company within the next twelve (12) months.
(e) All employees are employed on an “at-will” basis and their employment can be terminated at any time for any reason without any material amounts being owed to such individual other than with respect to wages accrued before termination and severance under Company Plans disclosed on Section 4.16(a) of the Company Disclosure Letter or amounts required by applicable Law. The relationships with all individuals who act on their own as contractors or as other service providers can be terminated for any reason with no greater than sixty (60) days’ prior written notice, without any amounts being owed to such individuals, other than with respect to payments earned before the notice of termination. As of the date of this Agreement, no employee is on disability or other leave of absence, other than short-term absences of less than three weeks. As of the date of this Agreement, the Company has not sponsored any employee for, or otherwise knowingly engaged any employee working pursuant to, a nonimmigrant visa. As of the date of this Agreement, all employees of the Company are employed in the United States, and none of the written terms and conditions of their employment provide for the application of the Law of any jurisdiction other than the United States.
(f) The Company has made available to Parent a true and complete list of (i) the name of each officer and employee of the Company, (ii) each other individual who has accepted an offer of employment made by the Company but whose employment has not yet commenced and (iii) the names of each other individual to whom an offer of employment is outstanding by the Company, in each case, as of the date of this Agreement, together with each such individual’s actual or offered position or function, title, date of hire, location, status as active or inactive, whether such individual is on a time limited visa, base pay, bonus target, whether such position is exempt or non-exempt, leave status and expected return to work date.
(g) Section 4.18(g) of the Company Disclosure Letter lists all other notification individual independent contractors to the Company who have performed services for the Company within the 12 months prior to the date hereof.
(h) The Company has made available to Parent a complete and bargaining obligations arising under accurate copy of each material written personnel policy and material written personnel rule or procedure generally applicable to employees of the Company.
(i) The Company is in compliance in all material respects with any collective bargaining agreementand all “stay-at-home” orders or similar directives issued by state or local executive authorities applicable to any location in which the Company operates. To the extent the Company is requiring employees to perform in-person work in any locations subject to such an order or directive, by Law the Company represents that all or otherwisepart of its operations qualify as an “Essential Business” for purposes of such order (to the extent applicable). The Company has not effectuated a “plant closing” or “mass layoff” as those terms are defined in WARNimplemented, 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 and neither the Company planned or announced Board nor 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 other applicable governing body of the Company Employees is terminable at has approved the will of the Company and implementation of, any such termination reductions in hours, furloughs, or salary reductions that would result in no Liability to the Company. Except as would not reasonably be expected to (i) cause any employee currently classified as “exempt” under applicable federal and state law to lose such “exempt” status, or (ii) cause any employee’s compensation to fall below the applicable federal, state, or local minimum wage. To the Knowledge of the Company as of the date of this Agreement, to the extent any employees that have a tested positive for COVID-19 as of the date of this Agreement, the Company Material Adverse Effecthas taken all necessary precautions with respect to such employee and his/her close contacts recommended by (i) the Centers for Disease Control and Prevention, (ii) the Occupational Health and Safety Administration, and (iii) any applicable state and local health authorities. The Company has also documented any such diagnosis to the extent required by Law or by Contract, with respect to Company Employees, the Company has (i) withheld Occupational Health 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)Safety Administration.
Appears in 1 contract
Employment and Labor Matters. (a) Section 3.18(b) of the Company Disclosure Schedule identifies (i) all directors and officers of the 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 carits Subsidiaries are, and average overtime paymentshave at all times 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 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 LawsLaws respecting labor and employment, contracts, and policies including Laws relating to employment, employment practices, wages, hours, and terms and conditions of employment, including the obligations equal employment opportunity, discrimination, disability, fair labor standards, workers compensation, wrongful discharge, immigration, occupational safety and health, family and medical leave, wages and hours, overtime classification, paid time off, immigration, and employee terminations, and in each case, with respect to any current or former employee (each, for purposes of the Worker Adjustment and Retraining Notification Act of 1988this Section 2.12, as amended (an “WARNEmployee”), and all other notification and bargaining obligations arising under any collective bargaining agreementconsultant, by Law independent contractor, advisor or otherwise. The Company has not effectuated a director (each, for purposes of this Section 2.12, an “plant closing” or “mass layoff” as those terms are defined Advisor”) of, in WARNeach case, 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 Subsidiary or long-term disability policy. The services provided by each of the Company Employees is terminable at the will of the Company ERISA Affiliate 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 each: (i) has withheld and reported all amounts required by Law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Company Employeessuch Persons, (ii) is not liable for any arrears in of 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 Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees such Persons (other than routine payments to be made in the normal course of business and consistent with past practice). There are no actions, suits, claims or administrative matters pending, or, to the Company’s Knowledge, threatened against the Company, any of its Subsidiaries or any of its Employees or Advisors relating to the Company or any of its Subsidiaries or any Benefit Plan. There are no pending or, to the Company’s Knowledge, threatened claims or actions against the Company, any of its Subsidiaries or any Company trustee under any worker’s compensation policy or long-term disability policy. Section 2.12(a) of the Disclosure Schedule lists all Liabilities of the Company or any of its Subsidiaries to any Employee or Advisor that result from the termination by the Company, such Subsidiary or Purchaser of such Person’s employment or provision of services, a change of control of the Company or its Subsidiaries, or a combination thereof.
(b) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement, works council agreement or similar agreement and, to the Knowledge of the Company, there are no labor unions or other organizations representing, purporting to represent or attempting to represent, any Employee. The Company does not have any Knowledge of any strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any Employees.
(c) Section 2.12(c) of the Disclosure Schedule contains a complete and accurate list of all current Employees and shows with respect to each such Employee (i) the Employee’s name, position held, principal place of employment, base salary or hourly wage rate, as applicable, including each Employee’s designation as either exempt or non-exempt from the overtime requirements of the Fair Labor Standards Act, and all other remuneration payable and other benefits provided by the Company or any of its Subsidiaries or which the Company or any of its Subsidiaries is bound to provide (whether at present or in the future) to each such Employee, or any Person connected with any such Employee, and includes, if any, particulars of all profit sharing, incentive and bonus arrangements, (ii) the date of hire, (iii) vacation eligibility and accrued vacation for the current calendar year (including accrued vacation from prior years), (iv) leave status (including type of leave, and expected return date, if known), (v) visa status and the expiry date thereof, if applicable, (vi) accrued sick days for current calendar year, (vii) relevant prior notice period required in the event of termination, (viii) eligibility for Company car or similar benefits, (ix) any severance or termination payment (in cash or otherwise) to which any Employee could be entitled under existing contractual or other obligations, and (x) average over-time payments per month during the preceding twelve-month period for non-exempt Employees. Section 2.12(d) of the Disclosure Schedule also contains a complete and accurate list of all former Employees involved in the development of Company Intellectual Property and shows the name, dates of service and position held by such Person at the time of termination. The Company or the applicable Subsidiary has entered into a duly executed offer letter with each Employee.
(d) Section 2.12(d) of the Disclosure Schedule contains an accurate and complete list of (i) all current Advisors, (ii) the location at which such Persons have been or are providing services, (iii) the rate of all regular, bonus or any other compensation payable to such Persons, and (iv) the start and termination date of any Contract binding such Persons. All Advisors can be terminated immediately and without notice or Liability on the part of the Company or any of its Subsidiaries. Neither the Company nor any Subsidiary has any Liability with respect to misclassification of any Person as an independent contractor rather than as an “employee”, including any Person leased from another employer, or with respect to any Person currently or formerly classified as exempt from overtime wages. Section 2.12(d) of the Disclosure Schedule also contains a complete and accurate list of all former Advisors involved in the development of Company Intellectual Property and shows the name, dates of service and position held of such Person at the time of termination.
(e) The Company has made available to Purchaser true, correct and complete copies of all written and summaries of all unwritten personnel policies, rules or procedures applicable to employees of the Company and its Subsidiaries. The Company and its Subsidiaries conduct routine background checks as part of its hiring process with the requisite employee consent and in accordance with applicable Law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sana Biotechnology, Inc.)
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 1 contract
Employment and Labor Matters. (a) Section 3.18(b) of Neither the Company Disclosure Schedule identifies nor any of its Subsidiaries is a party to any collective bargaining agreement, labor union contract, or trade union agreement (i) all directors and officers of the Company and (ii) all employees and consultants employed or engaged by the Company andeach, for each individual identified in clauses (i) or (iia “Collective Bargaining Agreement”), sets forth each nor is any 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 agreement currently being audited or investigated negotiated. No current Company Employee is represented 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, a labor organization or other employee representative, or other individual or any Governmental Authority for purposes of collective bargaining with respect to employment policies the Company or practices brought by or before any Court or Governmental Authority.
(b) of its Subsidiaries. To the Company’s Knowledge, there are no controversies pending current activities or Threatenedproceedings of any labor or trade union to organize any current Company Employees. From January 1, between 2017 through the date hereof, there has been no strike, lockout, slowdown, or work stoppage against the Company and or 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 thereof 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 proceedings any of any labor union to organize any such Company Employeeits Subsidiaries. There have been is no strikesmaterial pending charge or complaint against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable U.S. or foreign Governmental Entity, slowdowns, work stoppages, disputes, or lockouts, by or with respect to any Company Employee. To the Knowledge and 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 Except as set forth in Section 4.14 of the Company is Disclosure Letter, the Company and its Subsidiaries are in compliance in all material compliance respects with all applicable LawsApplicable Law regarding employment and employment practices (including discrimination, contractsfair labor standards and occupational health and safety, and policies relating to employmentwrongful discharge or violations of the personal rights of employees, employment practicesformer employees or prospective employees), wages, hours, and terms and conditions of employmentemployment and wages and hours (including classification of employees and equitable pay practices) and Applicable Law in respect of any reduction in force (including notice, including the obligations information and consultation requirements). Section 4.14 of the Worker Adjustment Company Disclosure Letter sets forth a true and Retraining Notification Act complete list of 1988all material written notices or, 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 to the Company’s Knowledge, there are no pending or Threatened or reasonably anticipated claims or actions against other communications received since January 1, 2017 by the Company or any Company trustee under of its Subsidiaries from any worker’s compensation policy Governmental Entity or long-term disability policy. The services provided by each other Third Party regarding any actual or possible violation of the Company Employees is terminable at the will Occupational Safety and Health Act of the Company and any such termination would result in no Liability to the Company. Except 1970, as would not reasonably be expected to have a Company Material Adverse Effectamended, 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 rules promulgated thereunder or any taxes other Applicable Law establishing standards of, or any penalty for failure to comply with any of the foregoingotherwise relating to, 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)workplace safety.
Appears in 1 contract
Samples: Merger Agreement (General Mills Inc)
