Employment and Labor Matters. Except as set forth in Schedule 3.15 and, other than with respect to clause (iii) below, except as, and for any non-compliance which, is not a Material Adverse Effect, (i) there are no suits, actions, investigations, proceedings, charges, grievances or attorney demand letters, pending or, to the Knowledge of Seller, Threatened, involving the Business, any Rodeo Entity and any Rodeo Employee or former Rodeo Employee, (ii) there is no labor strike, slowdown, stoppage, lockout or labor dispute pending, affecting or, to the Knowledge of Seller, Threatened, against any Rodeo Entity or the Business, and since January 1, 2010, there has not been any such action, (iii) no Rodeo Entity is a party to any collective bargaining agreement, labor union contract or legally binding commitment to any labor union or works council applicable to any Rodeo Employee, and, to the Knowledge of Seller, there are no union organizing activities among any Rodeo Employees or proceedings involving any labor union to organize or represent any such Rodeo Employees, (iv) to the Knowledge of Seller, Rodeo has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar Law, (v) there are no unfair labor practice charges or other applications or proceedings before a labor relations board or any similar authority currently pending or, to the Knowledge of Seller, Threatened, involving any Rodeo Entity and any Rodeo Employee or the Business, (vi) none of any Rodeo Entity or the Business is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employment practices with respect to any Rodeo Employees, and (vii) since January 1, 2010, Rodeo has not effected (y) a “plant closing” (as defined by the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar Law, and (viii) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo Employees.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Joy Global Inc), Stock Purchase Agreement (Cameron International Corp)
Employment and Labor Matters. (a) Other than the Business Employees listed on Schedule 2.14(a), there are no other employees of Seller whose services are engaged in the Business.
(b) With respect to the Business Employees, Seller has complied at all times in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, including Laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986.
(c) Except as set forth in disclosed on Schedule 3.15 and2.14(b), other than with respect to clause (iii) below, except as, and for any non-compliance which, is not a Material Adverse Effect, the Business:
(i) there are no suitscharges, actionsgovernmental audits, investigations, proceedingsadministrative proceedings or complaints concerning the employment practices of Seller pending, chargesnor has Seller been expressly notified of any such matters being threatened, grievances before any federal, state or attorney demand letterslocal agency or court and, pending to the Knowledge of Seller, no basis for any such matter exists;
(ii) there are no inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to the Business;
(iii) Seller is not a party to any union or collective bargaining agreement, no union attempts to organize its employees have been made, nor are any such attempts now threatened;
(iv) Seller has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its employees; and
(v) Seller will not incur any Liability to any employee or, to the Knowledge of Seller, Threatened, involving the Business, violate any Rodeo Entity applicable Laws respecting employment and any Rodeo Employee or former Rodeo Employee, (ii) there is no labor strike, slowdown, stoppage, lockout or labor dispute pending, affecting or, to the Knowledge of Seller, Threatened, against any Rodeo Entity or the Business, and since January 1, 2010, there has not been any such action, (iii) no Rodeo Entity is a party to any collective bargaining agreement, labor union contract or legally binding commitment to any labor union or works council applicable to any Rodeo Employee, and, to the Knowledge of Seller, there are no union organizing activities among any Rodeo Employees or proceedings involving any labor union to organize or represent any such Rodeo Employees, (iv) to the Knowledge of Seller, Rodeo has not engaged in any unfair labor employment practices as defined in the National Labor Relations Act or other similar Law, (v) there are no unfair labor practice charges or other applications or proceedings before a labor relations board or any similar authority currently pending or, to the Knowledge result of Seller, Threatened, involving any Rodeo Entity and any Rodeo Employee or the Business, (vi) none of any Rodeo Entity or the Business is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employment practices with respect to any Rodeo Employees, and (vii) since January 1, 2010, Rodeo has not effected (y) a “plant closing” (as defined by the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar Law, and (viii) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo Employeesthis Acquisition.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Pediatric Services of America Inc)
Employment and Labor Matters. (a) The Company Entities are in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, including Laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act and the employment of non-residents under the Immigration Reform and Control Act of 1986; and the Company Entities have not received any written notice that they are subject to any fine, penalty, Liability or disability as the result of any violation of or failure to comply with any such Law.
(b) Except as set forth disclosed in Schedule 3.15 and5.15(b) attached hereto, other than with respect the Company Entities have not, directly or indirectly, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan, to clause (iii) below, except as, and or for any non-compliance whichdirector, is not a Material Adverse Effect, officer or employee.
(c) Except as disclosed in Schedule 5.15(c) attached hereto:
(i) there are no suitsmaterial charges, actionsgovernmental audits, investigations, proceedingsadministrative proceedings or complaints concerning the employment practices of the Company Entities pending or threatened before any federal, charges, grievances state or attorney demand letters, pending orlocal agency or court and, to the Knowledge of Sellerthe Company, Threatened, involving the Business, no basis for any Rodeo Entity and any Rodeo Employee or former Rodeo Employee, such matter exists;
(ii) there is are no labor strikematerial inquiries, slowdowninvestigations or monitoring of activities pending or threatened by any state professional board or agency charged with regulating the professional activities of any licensed, stoppageregistered, lockout or labor dispute pendingcertified professional personnel employed by, affecting orcredentialed or privileged by, to or otherwise affiliated with the Knowledge of Seller, Threatened, against any Rodeo Entity or the Business, and since January 1, 2010, there has not been any such action, Company Entities;
(iii) no Rodeo Company Entity is a party to any union or collective bargaining agreement, labor no union contract or legally binding commitment attempts to any labor union or works council applicable to any Rodeo Employeeorganize its employees have been made, andand no such attempts are now, to the Knowledge of Sellerthe Company, there are no union organizing activities among any Rodeo Employees or proceedings involving any labor union to organize or represent any such Rodeo Employees, threatened;
(iv) to none of the Knowledge Company Entities has experienced any organized slowdown, work interruption, strike or work stoppage by any of Seller, Rodeo has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar Law, its employees;
(v) there are no unfair labor practice charges none of the Company Entities will incur any material Liability to any employee or other applications or proceedings before violate any applicable Laws respecting employment and employment practices as a labor relations board or any similar authority currently pending or, to result of the Knowledge of Seller, Threatened, involving any Rodeo Entity and any Rodeo Employee or the Business, Merger; and
(vi) none of any Rodeo Entity or all persons and entities that have been treated as independent contractors by the Business is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employment practices with respect to any Rodeo EmployeesCompany Entities are properly treated as independent contractors under all applicable Laws, and (vii) since January 1, 2010, Rodeo has not effected (y) a “plant closing” (none should have been treated as defined by the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar employees under applicable Law, and (viii) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo Employees.
Appears in 2 contracts
Samples: Merger Agreement (Allion Healthcare Inc), Merger Agreement (Allion Healthcare Inc)
Employment and Labor Matters. (a) Schedule 2.13 sets forth a list of all current and former (within the last 12 months) full-time and part-time employees or consultants of ZoneCare, broken down by location and which includes the name, title or position, salary, bonus and benefits information for each such person (the “Business Employees”).
(b) ZoneCare is in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages and hours, occupational safety and health, including laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986.
(c) There are no charges, governmental audits, investigations, administrative proceedings or complaints concerning the employment practices of ZoneCare pending or, to the knowledge of the Sellers, threatened before any federal, state or local agency or court that could reasonably be expected to have a Material Adverse Effect on ZoneCare or its respective business or the Rights and Assets, financial or otherwise, and, to the knowledge of the Sellers, no basis for any such matter exists;
(d) ZoneCare is not a party to any union or collective bargaining agreement, and, to the knowledge of the Sellers, no union attempts to organize the Business Employees have been made, nor are any such attempts now threatened.
(e) ZoneCare has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of the Business Employees.
(f) Except as set forth in Schedule 3.15 and2.13(f), other than with respect to clause (iii) below, except as, and for ZoneCare will not incur any non-compliance which, is not a Material Adverse Effect, (i) there are no suits, actions, investigations, proceedings, charges, grievances liability or attorney demand letters, pending or, to the Knowledge of Seller, Threatened, involving the Business, any Rodeo Entity and any Rodeo Employee or former Rodeo Employee, (ii) there is no labor strike, slowdown, stoppage, lockout or labor dispute pending, affecting or, to the Knowledge of Seller, Threatened, against any Rodeo Entity or the Business, and since January 1, 2010, there has not been any such action, (iii) no Rodeo Entity is a party obligation to any collective bargaining agreement, labor union contract or legally binding commitment to any labor union or works council applicable to any Rodeo Employee, and, to Business Employees as a result of the Knowledge sale of Seller, there are no union organizing activities among any Rodeo Employees or proceedings involving any labor union to organize or represent any such Rodeo Employees, (iv) to the Knowledge of Seller, Rodeo has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar Law, (v) there are no unfair labor practice charges or other applications or proceedings before a labor relations board or any similar authority currently pending or, to the Knowledge of Seller, Threatened, involving any Rodeo Entity and any Rodeo Employee or the Business, (vi) none of any Rodeo Entity or the Business is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employment practices with respect to any Rodeo Employees, and (vii) since January 1, 2010, Rodeo has not effected (y) a “plant closing” (as defined by the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar Law, and (viii) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo EmployeesMembership Interests hereunder.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (MSC-Medical Services CO)
Employment and Labor Matters. Except as set forth in on Schedule 3.15 and, other than with respect to clause (iii) below, except as, and for any non-compliance which, is not a Material Adverse Effect5.1(s), (iA) there are no suits, actions, investigations, proceedings, charges, grievances material claims or attorney demand letters, Actions pending or, to Sellers' Knowledge, threatened between Republic or any of its Subsidiaries and any of their respective employees; (B) neither Republic nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to Persons employed by Republic or any such Subsidiary; (C) there are no unfair labor practice complaints pending or to Sellers' Knowledge threatened against Republic or any of its Subsidiaries before the Knowledge National Labor Relations Board or any similar state or foreign agency or any current union representation questions involving employees of Seller, Threatened, involving Republic or any of its Subsidiaries; (D) there are no union claims to represent the employees of the Business, any Rodeo Entity and any Rodeo Employee or former Rodeo Employee, ; (iiE) there is no labor strikematerial grievance arising out of any collective bargaining agreement or other grievance procedure; (F) there are no concerted strikes slowdowns, slowdown, stoppage, lockout work stoppages or labor dispute pending, affecting or, lockouts by or with respect to any group of employees of Republic or any of its Subsidiaries and during the Knowledge of Seller, Threatened, against any Rodeo Entity or the Business, and since January 1, 2010, past five years there has not been any such action, ; (iiiG) no Rodeo Entity there is a party to not any collective bargaining agreement, labor union contract or legally binding commitment to any labor union or works council applicable to any Rodeo Employee, andorganizational effort presently being made or, to the Knowledge of SellerSellers' Knowledge, there are no union organizing activities among any Rodeo Employees or proceedings threatened involving any labor union of Republic's or its Subsidiaries' employees; (H) Republic and each of its Subsidiaries are, and have at all times been, in material compliance with all applicable Laws relating to organize employment and employment practices, including, without limitation, provisions thereof relating to terms and conditions of employment, wages, hours of work, occupational safety and health, collective bargaining, the payment of social security and other payroll or represent any such Rodeo Employeessimilar taxes, (iv) to the Knowledge of Sellerequal employment opportunity, Rodeo has employment discrimination or harassment, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar applicable Law, ordinance or regulation; (vI) to Sellers' Knowledge, neither Republic nor any of its Subsidiaries is liable for any arrears of wages or penalties for failure to comply with any of the foregoing; (J) Sellers have not received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to Sellers and, to Sellers' Knowledge, no such investigation is in progress; and (K) there are no unfair labor practice charges complaints, lawsuits or other applications or proceedings before a labor relations board or any similar authority currently pending or, to Sellers' Knowledge, threatened in any forum by or on behalf of any present or former employee of Republic or any Subsidiary of Republic, any applicant for employment or classes of the Knowledge foregoing alleging breach of Sellerany express or implied contract for employment, Threatened, involving any Rodeo Entity and any Rodeo Employee law or regulation governing employment or the Business, (vi) none of any Rodeo Entity or the Business is a party to, or otherwise bound by, any consent decree with, or citation termination thereof or other order bydiscriminatory, wrongful or tortious conduct in connection with the employment relationship. Except as set forth in Schedule 5.1(s), there are no employment contracts or severance agreements with any Governmental Entity relating to employment practices with respect to employee of Republic or any Rodeo Employees, and (vii) since January 1, 2010, Rodeo has not effected (y) a “plant closing” (as defined by the WARN Act) affecting any site Subsidiary of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar Law, and (viii) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo EmployeesRepublic.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Blue Steel Capital Corp), Asset Purchase Agreement (Republic Technologies International Holdings LLC)
Employment and Labor Matters. (a) The Company Entities are in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, including Laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act and the employment of non residents under the Immigration Reform and Control Act of 1986; and the Company Entities are not subject to any material fine, penalty, Liability or disability as the result of any violation of or failure to comply with any such applicable Law.
(b) Except as set forth disclosed in Schedule 3.15 and5.15(b), the Company Entities have not, directly or indirectly, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit (in each case, which remains outstanding), other than with respect for amounts under Five Thousand Dollars ($5,000) individually, in the form of a personal loan, to clause (iii) below, except as, and or for any non-compliance whichdirector, is not a Material Adverse Effect, officer or employee.
(c) Except as disclosed in Schedule 5.15(c):
(i) there are no suitsmaterial charges, actionsgovernmental audits, investigations, proceedings, charges, grievances administrative proceedings or attorney demand letters, complaints concerning the employment practices of the Company Entities pending or, to the Knowledge of Sellerthe Company, Threatenedthreatened before any federal, involving state or local agency or court which has jurisdiction over the Business, any Rodeo Entity and any Rodeo Employee or former Rodeo Employee, Company Entities;
(ii) there is no labor strike, slowdown, stoppage, lockout or labor dispute pending, affecting or, to the Knowledge of Sellerthe Company there are no material inquiries, Threatenedinvestigations or monitoring of activities pending or threatened by any state professional board or agency charged with regulating the professional activities of any licensed, against any Rodeo Entity registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with the Business, and since January 1, 2010, there has not been any such action, Company Entities;
(iii) no Rodeo Company Entity is a party to any union or collective bargaining agreement, labor union contract or legally binding commitment to any labor union or works council applicable to any Rodeo Employee, and, to the Knowledge of Sellerthe Company, there are no union organizing activities among any Rodeo Employees or proceedings involving any labor union attempts to organize or represent any its employees have been made, and no such Rodeo Employees, (iv) to the Knowledge of Seller, Rodeo has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar Law, (v) there attempts are no unfair labor practice charges or other applications or proceedings before a labor relations board or any similar authority currently pending ornow, to the Knowledge of Sellerthe Company, Threatened, involving any Rodeo Entity and any Rodeo Employee or the Business, threatened; (viiv) none of the Company Entities has experienced any Rodeo Entity organized slowdown, work interruption, strike or the Business is a party to, or otherwise bound by, work stoppage by any consent decree with, or citation or other order by, any Governmental Entity relating to employment practices with respect to any Rodeo Employees, and (vii) since January 1, 2010, Rodeo has not effected (y) a “plant closing” (as defined by the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar Law, and (viii) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo Employees.its employees;
Appears in 1 contract
Employment and Labor Matters. (a) Schedule 2.15(a) sets forth (i) the number of full-time and part-time employees of each of the Dialysis Companies and the Dialysis Business and (ii) the name and compensation paid to each employee of or consultant to any of the Dialysis Companies or the Dialysis Business who received salary, benefits and bonuses for either of the two most recently ended fiscal years in excess of $50,000.
(b) The Dialysis Companies and the Dialysis Business are in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages and hours, occupational safety and health, including laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986.
(c) Except as set forth in disclosed on Schedule 3.15 and, other than with respect to clause (iii) below, except as, and for any non-compliance which, is not a Material Adverse Effect, 2.15(c),
(i) there are no suits, actions, investigations, proceedings, charges, grievances governmental audits, investiga- tions, administrative proceedings or attorney demand letters, complaints concerning the Dialysis Companies' or the Dialysis Business' employment practices pending or, to the Knowledge knowledge of Sellerthe Sellers, Threatenedthreatened before any federal, involving the Business, any Rodeo Entity and any Rodeo Employee state or former Rodeo Employee, (ii) there is no labor strike, slowdown, stoppage, lockout local agency or labor dispute pending, affecting or, to the Knowledge of Seller, Threatened, against any Rodeo Entity or the Business, and since January 1, 2010, there has not been any such action, (iii) no Rodeo Entity is a party to any collective bargaining agreement, labor union contract or legally binding commitment to any labor union or works council applicable to any Rodeo Employeecourt, and, to the Knowledge knowledge of Sellerthe Sellers, no basis for any such matter exists;
(ii) to the knowledge of the Sellers, there are no union organizing inquiries, investigations or monitoring of activities among of any Rodeo Employees licensed, registered, or proceedings involving any labor union to organize certified professional personnel employed by, credentialed or represent any such Rodeo Employeesprivileged by, (iv) or otherwise affiliated with or providing services to the Knowledge Dialysis Companies or the Dialysis Business pending or threatened by any state professional board or agency charged with regulating the professional activities of Seller, Rodeo has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar Law, health care practitioners;
(viii) there are no unfair labor practice charges union or other applications or proceedings before a labor relations board or any similar authority currently pending orcollective bargaining agreements, to the Knowledge of Seller, Threatened, involving any Rodeo Entity and any Rodeo Employee or the Business, (vi) none of any Rodeo Entity or the Business is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employment practices with respect to any Rodeo Employeesemployee providing services to, and and, to the knowledge of the Sellers, no union attempts to organize any of such employees of the Dialysis Business have been made, nor are any such attempts now threatened; and
(viiiv) since January 1, 2010, Rodeo the Dialysis Business has not effected (y) a “plant closing” (as defined experienced any organized slowdown, work interruption, strike, or work stoppage by the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar Law, and (viii) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo Employeesits employees.
Appears in 1 contract
Employment and Labor Matters. Except as set forth in Schedule 3.15 and, other than 3.18 lists all employees of Seller who primarily perform services with respect to clause the Business (iii) belowthe “Designated Employees”). Seller has complied in all respects with all Applicable Laws respecting employment and employment practices, except asterms and conditions of employment, wages and hours, and occupational safety and health. Except as disclosed on Schedule 3.18, with respect to the Designated Employees:
(a) except for any non-compliance whichroutine government inquiries, is not a Material Adverse Effectexaminations and inspections which Seller have no reason to believe are material, (i) there are no suitscharges, actionsgovernmental audits, investigations, proceedings, chargesadministrative proceedings or complaints, grievances or attorney demand letters, pending or, to actions concerning the Knowledge employment practices of Seller, Threatened, involving the Business, any Rodeo Entity and any Rodeo Employee or former Rodeo Employee, (ii) there is no labor strike, slowdown, stoppage, lockout or labor dispute Seller pending, affecting or, to the Knowledge nor has Seller been expressly notified of Seller, Threatened, against any Rodeo Entity or the Business, and since January 1, 2010, there has not been any such actionmatter being threatened, (iii) no Rodeo Entity is a party to before any collective bargaining agreementfederal, labor union contract state or legally binding commitment to any labor union local agency or works council applicable to any Rodeo Employee, court and, to the Knowledge of Seller, there are no basis for any such matter exists;
(b) Seller is not a party to any union or collective bargaining agreement, no union organizing activities among any Rodeo Employees or proceedings involving any labor union attempts to organize or represent its employees have been made, nor are any such Rodeo Employeesattempts now threatened;
(c) Seller has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of such employees;
(ivd) to the Knowledge none of such employees have filed any complaints against Seller or any officers or employees of Seller, Rodeo has initiated any Proceedings against Seller or been the subject to any disciplinary actions by Seller;
(e) Seller will not engaged in incur any unfair labor Liability to any such employee or violate any Applicable Laws respecting employment and employment practices as defined a result of the transactions contemplated by this Agreement;
(f) Seller has valid written documentation that each such employee is a U.S. resident or is authorized to work in the National Labor Relations Act or other similar Law, U.S. and has delivered such documentation to Buyer; and
(vg) there are no unfair labor practice charges or other applications or proceedings before a labor relations board or any similar authority currently pending orexcept for obligations to Seller, to the Knowledge of Seller, Threatenedno such employee is obligated under or bound by any agreement or instrument, involving or any Rodeo Entity and any Rodeo Employee judgment, decree, or the Business, (vi) none order of any Rodeo Entity court of administrative agency, that (a) conflicts or may conflict with any agreement or obligation to use his commercially reasonable efforts to promote the Business is a party tointerests of Buyer, or otherwise bound by, any consent decree with, (b) restricts or citation may restrict the use or other order by, any Governmental Entity relating to employment practices with respect to any Rodeo Employees, and (vii) since January 1, 2010, Rodeo has not effected (y) a “plant closing” (as defined by the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application disclosure of any similar Law, and (viii) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating information that may be useful to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo EmployeesBuyer.
Appears in 1 contract
Employment and Labor Matters. (a) Schedule 2.13(a) sets forth a list of all current and former (within the last 12 months) full-time and part-time employees or consultants of BPC, broken down by location and which includes the name, title or position, years in service with BPC, salary, bonus and benefits information for each such person (the "Business Employees").
(b) BPC is in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, occupational safety and health, including laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986.
(c) Except as set forth in disclosed on Schedule 3.15 and, other than with respect to clause (iii) below, except as, and for any non-compliance which, is not a Material Adverse Effect, 2.13(c),
(i) there are no suitscharges, actionsgovernmental audits, investigations, proceedings, charges, grievances administrative proceedings or attorney demand letters, complaints concerning the employment practices of BPC pending or, to the Knowledge of Sellerthe Sellers, Threatenedthreatened before any federal, involving the Businessstate or local agency or court that could reasonably be expected to have a material adverse effect on BPC's condition (financial or otherwise), any Rodeo Entity and any Rodeo Employee Assets, Liabilities, business or former Rodeo Employee, (ii) there is no labor strike, slowdown, stoppage, lockout or labor dispute pending, affecting or, to the Knowledge of Seller, Threatened, against any Rodeo Entity or the Business, and since January 1, 2010, there has not been any such action, (iii) no Rodeo Entity is a party to any collective bargaining agreement, labor union contract or legally binding commitment to any labor union or works council applicable to any Rodeo Employeeoperations , and, to the Knowledge of Sellerthe Sellers, there are no union organizing activities among any Rodeo Employees or proceedings involving any labor union to organize or represent basis for any such Rodeo Employees, matter exists;
(ivii) to the Knowledge of Sellerthe Sellers, Rodeo has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar Law, (v) there are no unfair labor practice charges inquiries, investigations or other applications monitoring of activities of any licensed, registered, or proceedings before a labor relations certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with BPC pending or threatened by any state professional board or agency charged with regulating the professional activities of health care practitioners;
(iii) BPC is not a party to any similar authority currently pending orunion or collective bargaining agreement, and, to the Knowledge of Sellerthe Sellers, Threatened, involving any Rodeo Entity and any Rodeo Employee or the Business, (vi) none of any Rodeo Entity or no union attempts to organize the Business is a party toEmployees have been made, nor are any such attempts now threatened;
(iv) BPC has not experienced any organized slowdown, work interruption, strike, or otherwise bound by, work stoppage by any consent decree with, of the Business Employees; and
(v) BPC will not incur any Liability to any Business Employees or citation or other order by, violate any Governmental Entity relating to applicable laws respecting employment and employment practices with respect to any Rodeo Employees, and (vii) since January 1, 2010, Rodeo has not effected (y) as a “plant closing” (as defined by result of the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar Law, and (viii) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo EmployeesAcquisition.
Appears in 1 contract
Employment and Labor Matters. Except as set forth in Schedule 3.15 and5.20, Seller is not a party to (a) any collective bargaining agreement, (b) any agreement respecting the employment of any officer or any other employee, or (c) any agreement for the provision of consulting or other professional services which is not cancelable without penalty on less than 30 days' notice, in each case with respect to clause the Business. Except as set forth in Schedule 5.20, within the last five years Seller has not experienced any labor disputes, union organization attempts or any work stoppage due to labor disagreements in connection with the Business. Except to the extent set forth in Schedule 5.20, with respect to the Business, (iiia) belowSeller is in compliance in all material respects with all Applicable Laws respecting employment and employment practices, except asterms and conditions of employment and wages and hours, and for any non-compliance which, is not a Material Adverse Effect, engaged in any unfair labor practice; (ib) there are is no suits, actions, investigations, proceedings, charges, grievances unfair labor practice charge or attorney demand letters, complaint against Seller pending or, to the Knowledge best of Parent's and Seller's knowledge, Threatened, involving the Business, any Rodeo Entity and any Rodeo Employee or former Rodeo Employee, threatened; (iic) there is no labor strike, slowdowndispute, stoppagerequest for representation, lockout slowdown or labor dispute pending, affecting or, to the Knowledge of Seller, Threatened, against any Rodeo Entity or the Business, and since January 1, 2010, there has not been any such action, (iii) no Rodeo Entity is a party to any collective bargaining agreement, labor union contract or legally binding commitment to any labor union or works council applicable to any Rodeo Employee, and, to the Knowledge of Seller, there are no union organizing activities among any Rodeo Employees or proceedings involving any labor union to organize or represent any such Rodeo Employees, (iv) to the Knowledge of Seller, Rodeo has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar Law, (v) there are no unfair labor practice charges or other applications or proceedings before a labor relations board or any similar authority currently stoppage actually pending or, to the Knowledge best of Parent's and Seller's knowledge, Threatened, involving threatened against or affecting Seller nor any Rodeo Entity and any Rodeo Employee or the Business, (vi) none of any Rodeo Entity or the Business is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employment practices secondary boycott with respect to services of Seller; (d) no question concerning representation has been raised or is threatened respecting the employees of Seller of the Business; (e) no grievance which has had or could have a material adverse effect on Seller, nor any Rodeo Employeesarbitration proceedings arising out of or under collective bargaining agreements, is pending and no such claim therefor exists; and (viif) since January 1, 2010, Rodeo has not effected (y) a “plant closing” (as defined by there are no administrative charges or court complaints against Seller concerning alleged employment discrimination or other employment related matters pending or threatened before the WARN Act) affecting U.S. Equal Employment Opportunity Commission or any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar Law, and (viii) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo Employeesother governmental entity.
Appears in 1 contract
Employment and Labor Matters. Except as set forth in Schedule 3.15 and, other than with respect to clause (iiia) below, except as, and for any non-compliance which, is not a Material Adverse Effect, (i) there are no suits, actions, investigations, proceedings, charges, grievances or attorney demand letters, pending or, to the Knowledge of Seller, Threatened, involving the Business, any Rodeo Entity and any Rodeo Employee or former Rodeo Employee, (ii) there There is no labor strike, dispute, slowdown, stoppage, stoppage or lockout or labor dispute actually pending, affecting or, or to the Knowledge of SellerCompany's Knowledge, Threatened, threatened against any Rodeo Entity or affecting the Business, Company and since January 1, 2010, the Company's inception there has not been any such action; (ii) the Company is not a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company; (iii) no Rodeo Entity is a party to any collective bargaining agreement, labor union contract or legally binding commitment to none of the employees of the Company are represented by any labor union organization or works council applicable to employee association and the Company has no knowledge of any Rodeo Employee, and, to the Knowledge of Seller, there are no current union organizing activities among the employees of the Company, nor does any Rodeo Employees or proceedings involving any labor union to organize or represent any question concerning representation exist concerning such Rodeo Employees, employees; (iv) the Company has provided to Parent true, correct and complete copies of all written personnel policies, rules or procedures applicable to employees of the Knowledge Company; (v) the Company is, and has at all times been, in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of Selleremployment, Rodeo has wages, hours of work, overtime classification, immigration, equal employment opportunity, and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar Lawapplicable law, ordinance or regulation, and is, and has at all times been, in compliance with all applicable laws respecting the classification of employees and independent contractors, (vvi) there are is no unfair labor practice charges charge, charge of discrimination or other applications or proceedings before a labor relations board or any similar authority currently complaint against the Company pending or, to the Knowledge Company's knowledge, threatened before the National Labor Relations Board, the Equal Employment Opportunity Commission, the California Department of Seller, Threatened, involving Fair Employment and Housing or any Rodeo Entity and any Rodeo Employee or other agency responsible for the Business, (vi) none prevention of any Rodeo Entity or the Business is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to unlawful employment practices with respect to any Rodeo Employees, practices; and (vii) since January 1there are no complaints, 2010controversies, Rodeo charges, lawsuits or other proceedings pending or, to the Company's knowledge, threatened to be brought by any applicant for employment or current or former employees alleging breach of any express or implied contract for employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. There are no employment contracts, severance agreements, retention agreements, change in control agreements or confidentiality agreements (other than standard employee Proprietary Information and Invention Agreements as contemplated by Section 3.17 hereof) with any employees of the Company. The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach or other violation of any collective bargaining agreement or any other employment contract to which the Company is a party.
(b) Subject to applicable Law, the Company has provided Parent with the names, titles, base salary or wage rate, overtime classification, most recent bonus amount, if any, and start date as of the most recent practicable date for employees of the Company and each Company Subsidiary.
(c) From the enactment of the Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act") to the date of this Agreement, the Company has not effected effectuated (yi) a “"plant closing” " (as defined by in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States Company thereto, or (zii) a “"mass layoff” " (as defined by in the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United StatesCompany, nor has Rodeo in the United States Company been affected by any transaction or engaged in layoffs or employment termination in the United States that were terminations sufficient in number to trigger application of any similar Law, and state or local law including California Labor Code Section 1400. None of the employees of the Company has suffered an "employment loss" (viiias defined in the WARN Act) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating during the ninety (90) day period prior to employment practices, wages, hours and terms and conditions the execution of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo Employeesthis Agreement.
Appears in 1 contract
Samples: Merger Agreement (Emulex Corp /De/)
Employment and Labor Matters. (a) Neither CBLI nor any of its Subsidiaries is a party to or bound by any 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 CBLI or its Subsidiaries, there are no such agreements which pertain to employees of CBLI or any of its Subsidiaries in existence or in negotiation and no employees of CBLI 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 CBLI, threatened organizing activity, labor campaign, unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slow downs, picketing, or other labor disputes against or affecting CBLI or its Subsidiaries. Neither CBLI 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 in Schedule 3.15 andSection 4.19(b) of the CBLI Disclosure Letter, other than with respect to clause (iii) belowsince January 1, except as, and for 2018 there have been no Actions or any non-compliance which, is not a Material Adverse Effect, (i) there are no suits, actions, investigations, proceedings, charges, grievances or attorney demand letters, disputes pending or, to the Knowledge CBLI’s Knowledge, threatened (A) between CBLI or any of Seller, Threatened, involving the Business, any Rodeo Entity its Subsidiaries and any Rodeo Employee of their respective officers, directors, employees or former Rodeo Employeeindependent contractors or (B) by or before any Governmental Body affecting CBLI or any of its Subsidiaries concerning employment matters, and (ii) there is no labor strikeunion, slowdownlabor organization, stoppageworks council or group of employees of CBLI or its Subsidiaries has made a demand (that is pending as of the date hereof) for recognition or certification, lockout and there are no representation or labor dispute pendingcertification proceedings or petitions seeking a representation proceeding pending or threatened in writing as of the date hereof with the National Labor Relations Board (or any similar other Governmental Body) with respect to any employees of CBLI or its Subsidiaries. Section 4.19(b) of the CBLI Disclosure Letter sets forth a complete and accurate list of any material disputes or threatened (in writing) material disputes between CBLI or any of its Subsidiaries and any of their respective officers, affecting ordirectors, to the Knowledge of Seller, Threatened, against any Rodeo Entity employees or the Businessindependent contractors.
(c) CBLI and its Subsidiaries are, and since January 1, 20102018 have been, there has not been any such action, (iii) no Rodeo Entity is a party to any collective bargaining agreement, labor union contract or legally binding commitment to any labor union or works council applicable to any Rodeo Employee, and, to the Knowledge of Seller, there are no union organizing activities among any Rodeo Employees or proceedings involving any labor union to organize or represent any such Rodeo Employees, (iv) to the Knowledge of Seller, Rodeo has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar Law, (v) there are no unfair labor practice charges or other applications or proceedings before a labor relations board or any similar authority currently pending or, to the Knowledge of Seller, Threatened, involving any Rodeo Entity and any Rodeo Employee or the Business, (vi) none of any Rodeo Entity or the Business is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employment practices with respect to all current and former officers, directors, employees and independent contractors, in compliance in all material respects with all Laws relating to labor and employment, including all such Laws relating to wages, hours, benefits human rights, immigration, discrimination, harassment, retaliation, workplace accommodations, affirmative action, family and medical leave, military leave, sick leave, paid leave, child labor, background checks, applications and hiring, pay equity, employment equity, workers’ compensation, unemployment compensation, employee privacy, record-keeping, safety and health, workplace postings, healthcare continuation coverage, worker classification (including employee-independent contractor classification and the proper classification of employees as exempt employees and non-exempt employees), WARN and any Rodeo Employeessimilar foreign, and state, provincial or local “mass layoff” or “plant closing” Law.
(viid) since January 1, 2010, Rodeo There has not effected (y) a been no “mass layoff” or “plant closing” (as defined by the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar Lawforeign, and (viiistate, provincial or local Laws) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo CBLI within the six (6) months prior to the date of this Agreement.
(e) As of the date hereof, no Key Employee or group of employees has given notice of termination of employment or, to CBLI’s Knowledge, otherwise disclosed plans to CBLI or any of its Subsidiaries to terminate employment with CBLI or any of its Subsidiaries within the next twelve (12) months.
(f) No Key Employee of CBLI or any of its Subsidiaries is employed under a non-immigrant work visa or other work authorization that is limited in duration.
(g) Except as would not reasonably be expected to be, individually or in the aggregate, materially adverse to the business, assets, results of operations or condition (financial or otherwise) of CBLI and its Subsidiaries, taken as a whole, (i) CBLI and its Subsidiaries are not delinquent in payments or benefits to any current or former officers, directors, employees or independent contractors for any services or amounts required to be reimbursed or otherwise paid, including any arrears of wages, salaries, commissions, bonuses, accrued and unused vacation, paid time off, sick leave, or other compensation for services performed by any current or former Employees, nor any Taxes or any penalty for failure to comply with the foregoing, (ii) no Key Employee of CBLI 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 CBLI or (B) to a former employer of any such employee relating (1) to the right of any such employee to be employed by CBLI or (2) to the knowledge or use of Trade Secrets or proprietary information and (iii) no Key Employee of CBLI or any of its Subsidiaries has been the subject of any sexual harassment or other misconduct allegations or violations of the CBLI employee handbook (which was Made Available to CYTO prior to the date of this Agreement) during his or her tenure at CBLI.
(h) Except as set forth in Section 4.19(h) of the CBLI Disclosure Letter, neither CBLI nor any of its Subsidiaries has entered into any employment, independent contractor, consulting, agency Contract or other Contract or arrangement with any Person that cannot be terminated at will without penalty.
(i) All obligations of CBLI 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 CBLI Plans; accrued wages; overtime; salaries; bonuses; commissions; benefits; and other compensation have been paid or discharged as of the Closing Date, or if unpaid, are accurately and completely reflected in the books and records of each of CBLI and its Subsidiaries.
(j) Section 4.19(j) of the CBLI 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 CBLI 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 CBLI Plan or any other employee or director benefit plan.
Appears in 1 contract
Employment and Labor Matters. (a) Schedule 2.12(a) sets forth a list of full-time and part-time employees of Sellers who are engaged in the operation of the Business. Sellers have provided Purchasers a true and accurate list of each such employee’s salary and benefit information.
(b) Except as set forth on Schedule 2.12(b) hereto, in respect of the Business, each Seller is in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, occupational safety and health, including without limitation, ERISA, the Immigration Reform and Control Act of 1986, the National Labor Relations Act, the Civil Rights Acts of 1866 and 1964, the Equal Pay Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act, the Occupational Safety and Health Act, the Dxxxx-Xxxxx Act, the Wxxxx-Xxxxx Act, the Service Contract Act, Executive Order 11246, the Fair Labor Standards Act and the Rehabilitation Act of 1973 and all regulations under such acts (collectively, the “Labor Laws”), and no Seller is liable for any liabilities, judgments, decrees, orders, arrearage of wages or Taxes, fines or penalties for failure to comply with any of the Labor Laws.
(c) Except as disclosed on Schedule 3.15 and2.12(c), other than with respect to clause (iii) below, except as, and for any non-compliance which, is not a Material Adverse Effect, the Business:
(i) there There are no suits(and have been no) charges, actionsgovernmental audits, investigations, proceedings, charges, grievances administrative proceedings or attorney demand letters, complaints concerning any Seller’s employment practices pending or, to the Knowledge knowledge of SellerSellers, Threatenedthreatened before any Regulatory Authority or court, involving and, to the Businessknowledge of Sellers, no basis for any Rodeo Entity and any Rodeo Employee or former Rodeo Employee, such matter exists;
(ii) there is no labor strike, slowdown, stoppage, lockout or labor dispute pending, affecting or, to To the Knowledge knowledge of Seller, Threatened, against any Rodeo Entity or the Business, and since January 1, 2010Sellers, there has not are no (and have been no) inquiries, investigations or monitoring of activities of any such actionlicensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Sellers pending or threatened by any state professional board or agency charged with regulating the professional activities of health care practitioners;
(iii) no Rodeo Entity No Seller is a party to any union or collective bargaining agreement, labor union contract agreement or legally binding commitment to any labor union other agreement regarding the rates of pay or works council applicable to working conditions of any Rodeo Employeeemployees of such Seller, and, to the Knowledge knowledge of SellerSellers, no union attempts to organize the employees of any Seller have been made, and, to the knowledge of Sellers, there are no union organizing activities among any Rodeo Employees or proceedings involving any labor union to organize or represent any such Rodeo Employees, attempts now threatened; and
(iv) to the Knowledge of SellerNo Seller has experienced any organized slowdown, Rodeo has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar Lawwork interruption, (v) there are no unfair labor practice charges or other applications or proceedings before a labor relations board or any similar authority currently pending or, to the Knowledge of Seller, Threatened, involving any Rodeo Entity and any Rodeo Employee or the Business, (vi) none of any Rodeo Entity or the Business is a party tostrike, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employment practices with respect to any Rodeo Employees, and work stoppage by its employees.
(viid) since January 1, 2010, Rodeo has Sellers have not effected effectuated (yi) a “plant closing” (as defined by in the Worker Adjustment and Retraining Notification Act (the “WARN Act”)) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States Sellers; or (zii) a “mass layoff” (as defined by in the WARN Act) affecting any site of employment or facility of Rodeo Sellers; and Sellers have not been affected by any transaction or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were terminations sufficient in number to trigger application of any similar Law, and . None of Sellers’ employees has suffered an “employment loss” (viiias defined in the WARN Act) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating more recently than six months prior to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo Employeesthe Closing Date.
Appears in 1 contract
Employment and Labor Matters. (i) To the best of the Company's Knowledge, there are no collective bargaining agreements or other labor union agreements or under- standings to which the Company or any of its Subsidiaries is a party or by which any of them is bound, nor is it or any of its subsidiaries the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions. Except as set forth in Schedule 3.15 andParagraph 3(r) of the Disclosure Letter, other than neither the Company nor any of its subsidiaries has encountered any labor union organizing activity, or had any actual or threatened employee strikes, work stoppages, slowdowns, lockouts, labor disputes, lawsuits, administrative proceedings or representation questions and no such actions are threatened at present.
(ii) The Company and its Subsidiaries have complied in all material respects with respect all laws relating to clause the employment of labor, including any provisions thereof relating to wages, hours, overtime, bonuses, severance pay, benefits, COBRA, WARN, state and local equivalents to the WARN Act, Family and Medical Leave Act, FLSA, state wage/hour laws, Americans with Disabilities Act, Age Discrimination in Employment Act, collective bargaining, and the payment of social security, unemployment compensation and similar taxes, and neither the Company nor its Subsidiaries are liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing;
(iii) below, except as, and for any non-compliance which, is not a Material Adverse Effect, (i) there There are no charges, suits, actions, administrative proceedings or investigations, proceedingsand/or claims, chargesinstituted by or against, grievances pending, threatened against and/or affecting, naming or attorney demand lettersinvolving the Company or its Subsidiaries, pending orbefore any court, governmental agency, department, board of instrumentality, or before any arbitrator concerning or in any way related to the Knowledge employees of Sellerthe Company or its subsidiaries, Threatenedincluding, without limitation, actions involving unfair labor practices, wrongful discharge and/or any other restriction on the Businessright of the Company or its Subsidiaries to terminate their respective employees, any Rodeo Entity employment discrimination, occupational safety and any Rodeo Employee or former Rodeo Employee, (ii) there is no labor strike, slowdown, stoppage, lockout or labor dispute pending, affecting or, to the Knowledge of Seller, Threatened, against any Rodeo Entity or the Businesshealth, and since January 1, 2010, there has not been any such action, (iii) no Rodeo Entity is a party to any collective bargaining agreement, labor union contract or legally binding commitment to any labor union or works council applicable to any Rodeo Employee, and, to the Knowledge of Seller, there are no union organizing activities among any Rodeo Employees or proceedings involving any labor union to organize or represent any such Rodeo Employees, workers' compensation;
(iv) There are no post-employment benefits, including but not limited to the Knowledge retiree medical and retiree accidental death and disability benefits, for current or former employees of Seller, Rodeo has not engaged in any unfair labor practices as defined in the National Labor Relations Act Company or other similar Law, its Subsidiaries; and
(v) there There are no unfair labor practice charges express or other applications implied agreements, policies, practices or proceedings before a labor relations board procedures, whether written or verbal, pursuant to which any similar authority currently pending or, employee or agent or contractor of the Company or its Subsidiaries is not terminable at will without cost to the Knowledge of Seller, Threatened, involving any Rodeo Entity and any Rodeo Employee Company or the Business, (vi) none of any Rodeo Entity or the Business is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employment practices with respect to any Rodeo Employees, and (vii) since January 1, 2010, Rodeo has not effected (y) a “plant closing” (as defined by the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar Law, and (viii) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo Employeesits Subsidiaries.
Appears in 1 contract
Samples: Stock Purchase Agreement (Wellcare Management Group Inc)
Employment and Labor Matters. (a) Schedule 2.13 sets forth a list of all current and former (within the last 12 months) full-time and part-time employees or consultants of RedEarth, broken down by location and which includes the name, title or position, salary, bonus and benefits information for each such person (the “Business Employees”).
(b) RedEarth is in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages and hours, occupational safety and health, including laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986.
(c) There are no charges, governmental audits, investigations, administrative proceedings or complaints concerning the employment practices of RedEarth pending or, to the knowledge of the Sellers, threatened before any federal, state or local agency or court that could reasonably be expected to have a Material Adverse Effect on RedEarth or its respective business or the Rights and Assets, financial or otherwise, and, to the knowledge of the Sellers, no basis for any such matter exists;
(d) RedEarth is not a party to any union or collective bargaining agreement, and, to the knowledge of the Sellers, no union attempts to organize the Business Employees have been made, nor are any such attempts now threatened.
(e) RedEarth has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of the Business Employees.
(f) Except as set forth in Schedule 3.15 and2.13(f), other than with respect to clause (iii) below, except as, and for RedEarth will not incur any non-compliance which, is not a Material Adverse Effect, (i) there are no suits, actions, investigations, proceedings, charges, grievances liability or attorney demand letters, pending or, to the Knowledge of Seller, Threatened, involving the Business, any Rodeo Entity and any Rodeo Employee or former Rodeo Employee, (ii) there is no labor strike, slowdown, stoppage, lockout or labor dispute pending, affecting or, to the Knowledge of Seller, Threatened, against any Rodeo Entity or the Business, and since January 1, 2010, there has not been any such action, (iii) no Rodeo Entity is a party obligation to any collective bargaining agreement, labor union contract or legally binding commitment to any labor union or works council applicable to any Rodeo Employee, and, to Business Employees as a result of the Knowledge sale of Seller, there are no union organizing activities among any Rodeo Employees or proceedings involving any labor union to organize or represent any such Rodeo Employees, (iv) to the Knowledge of Seller, Rodeo has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar Law, (v) there are no unfair labor practice charges or other applications or proceedings before a labor relations board or any similar authority currently pending or, to the Knowledge of Seller, Threatened, involving any Rodeo Entity and any Rodeo Employee or the Business, (vi) none of any Rodeo Entity or the Business is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employment practices with respect to any Rodeo Employees, and (vii) since January 1, 2010, Rodeo has not effected (y) a “plant closing” (as defined by the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar Law, and (viii) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo EmployeesMembership Interests hereunder.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (MJ Holdings, Inc.)
Employment and Labor Matters. Except as set In connection with Sellers' Business:
(a) Schedule 3.18 sets forth in Schedule 3.15 and, other than with respect to clause (iii) below, except as, and for any non-compliance which, is not a Material Adverse Effect, (i) there are no suits, actions, investigations, proceedings, charges, grievances or attorney demand letters, pending or, the number of full-time and part-time ------------- employees of and consultants to Sellers assigned to the Knowledge of Seller, Threatened, involving Facility (the Business, any Rodeo Entity "Facility Employees") and any Rodeo Employee or former Rodeo Employee, (ii) there is no labor strikethe name and compensation paid to each such Facility Employee.
(b) To Sellers' Knowledge, slowdown, stoppage, lockout or labor dispute pending, affecting or, to the Knowledge of Seller, Threatened, against any Rodeo Entity or the Business, and since January 1, 2010, there has not been any such action, (iii) no Rodeo Entity is a party to any collective bargaining agreement, labor union contract or legally binding commitment to any labor union or works council applicable to any Rodeo Employee, and, to the Knowledge of Seller, there Sellers are no union organizing activities among any Rodeo Employees or proceedings involving any labor union to organize or represent any such Rodeo Employees, (iv) to the Knowledge of Seller, Rodeo has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar Law, (v) there are no unfair labor practice charges or other applications or proceedings before a labor relations board or any similar authority currently pending or, to the Knowledge of Seller, Threatened, involving any Rodeo Entity and any Rodeo Employee or the Business, (vi) none of any Rodeo Entity or the Business is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employment practices with respect to any Rodeo Employees, and (vii) since January 1, 2010, Rodeo has not effected (y) a “plant closing” (as defined by the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar Law, and (viii) each Rodeo Entity is in compliance in all respects with all applicable laws, Contracts laws respecting employment and policies relating to employment em- ployment practices, wages, hours and terms and conditions of employment, employment standardswages and hours, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety and health.
(c) Sellers have no notice of any charges, governmental audits, in- vestigations, administrative proceedings or complaints concerning Sellers' employment practices relating to the Facility pending or threatened before any federal, state or local agency or court, and no basis for any such matter exists.
(d) To Sellers' Knowledge, there are no inquiries, investigations or monitoring of activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with respect Sellers, pending or threatened by any state professional board or agency charged with regulating the professional activities of health care practitioners.
(e) None of Sellers is a party to Rodeo Employeesany union or collective bargaining agreement and no union attempts to organize the Facility Em- ployees have been made, nor are any such attempts now threatened.
(f) Sellers have not experienced any organized slowdown, work inter- ruption, strike, or work stoppage by their employees.
(g) Sellers have paid or discharged all liabilities for compensation and benefits to which all of its Facility Employees are currently entitled, including but not limited to all salaries, wages, bonuses, incentive compensation, payroll taxes, hospitalization and medical expenses, deferred compensation and vacation and sick pay, as well as any severance pay becoming due as a result of the termination of the Facility Employees contemplated hereby except for those items not yet payable in the Ordinary Course of Business all of which will be paid as soon as practicable fol- lowing Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Dialysis Corp of America)
Employment and Labor Matters. (i) To the best of the Company's Knowledge, there are no collective bargaining agreements or other labor union agreements or understandings to which the Company or any of its Subsidiaries is a party or by which any of them is bound, nor is it or any of its subsidiaries the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions. Except as set forth in Schedule 3.15 andParagraph 3(r) of the Disclosure Letter, other than neither the Company nor any of its subsidiaries has encountered any labor union organizing activity, or had any actual or threatened employee strikes, work stoppages, slowdowns, lockouts, labor disputes, lawsuits, administrative proceedings or representation questions and no such actions are threatened at present.
(ii) The Company and its Subsidiaries have complied in all material respects with respect all laws relating to clause the employment of labor, including any provisions thereof relating to wages, hours, overtime, bonuses, severance pay, benefits, COBRA, WARN, state and local equivalents to the WARN Act, Family and Medical Leave Act, FLSA, state wage/hour laws, Americans with Disabilities Act, Age Discrimination in Employment Act, collective bargaining, and the payment of social security, unemployment compensation and similar taxes, and neither the Company nor its Subsidiaries are liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing;
(iii) below, except as, and for any non-compliance which, is not a Material Adverse Effect, (i) there There are no charges, suits, actions, administrative proceedings or investigations, proceedingsand/or claims, chargesinstituted by or against, grievances pending, threatened against and/or affecting, naming or attorney demand lettersinvolving the Company or its Subsidiaries, pending orbefore any court, governmental agency, department, board of instrumentality, or before any arbitrator concerning or in any way related to the Knowledge employees of Sellerthe Company or its subsidiaries, Threatenedincluding, without limitation, actions involving unfair labor practices, wrongful discharge and/or any other restriction on the Businessright of the Company or its Subsidiaries to terminate their respective employees, any Rodeo Entity employment discrimination, occupational safety and any Rodeo Employee or former Rodeo Employee, (ii) there is no labor strike, slowdown, stoppage, lockout or labor dispute pending, affecting or, to the Knowledge of Seller, Threatened, against any Rodeo Entity or the Businesshealth, and since January 1, 2010, there has not been any such action, (iii) no Rodeo Entity is a party to any collective bargaining agreement, labor union contract or legally binding commitment to any labor union or works council applicable to any Rodeo Employee, and, to the Knowledge of Seller, there are no union organizing activities among any Rodeo Employees or proceedings involving any labor union to organize or represent any such Rodeo Employees, workers' compensation;
(iv) There are no post-employment benefits, including but not limited to the Knowledge retiree medical and retiree accidental death and disability benefits, for current or former employees of Seller, Rodeo has not engaged in any unfair labor practices as defined in the National Labor Relations Act Company or other similar Law, its Subsidiaries; and
(v) there There are no unfair labor practice charges express or other applications implied agreements, policies, practices or proceedings before a labor relations board procedures, whether written or verbal, pursuant to which any similar authority currently pending or, employee or agent or contractor of the Company or its Subsidiaries is not terminable at will without cost to the Knowledge of Seller, Threatened, involving any Rodeo Entity and any Rodeo Employee Company or the Business, (vi) none of any Rodeo Entity or the Business is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employment practices with respect to any Rodeo Employees, and (vii) since January 1, 2010, Rodeo has not effected (y) a “plant closing” (as defined by the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar Law, and (viii) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo Employeesits Subsidiaries.
Appears in 1 contract
Samples: Stock Purchase Agreement (Wellcare Management Group Inc)
Employment and Labor Matters. (a) The Sellers’ employees engaged primarily in the operation of the Pharmacy Business are listed on Schedule 2.15(a) (the “Business Employees”). Other than the Business Employees, there are no other employees of the Sellers whose services are primarily engaged in the Pharmacy Business.
(b) With respect to the Business Employees, each Seller has complied at all times in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, including Laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986.
(c) Except as set forth in disclosed on Schedule 3.15 and2.15(c), other than with respect to clause (iii) below, except as, and for any non-compliance which, is not a Material Adverse Effect, the Pharmacy Business:
(i) there are no suitscharges, actionsgovernmental audits, investigations, proceedings, charges, grievances administrative proceedings or attorney demand letters, complaints concerning the employment practices of any Seller pending or, to the Knowledge of Sellerthe Sellers, Threatenedthreatened before any federal, involving the Business, any Rodeo Entity and any Rodeo Employee state or former Rodeo Employee, (ii) there is no labor strike, slowdown, stoppage, lockout local agency or labor dispute pending, affecting or, to the Knowledge of Seller, Threatened, against any Rodeo Entity or the Business, and since January 1, 2010, there has not been any such action, (iii) no Rodeo Entity is a party to any collective bargaining agreement, labor union contract or legally binding commitment to any labor union or works council applicable to any Rodeo Employee, court and, to the Knowledge of Sellerthe Sellers, there are no union organizing activities among any Rodeo Employees or proceedings involving any labor union to organize or represent basis for any such Rodeo Employees, matter exists;
(iv) to the Knowledge of Seller, Rodeo has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar Law, (vii) there are no unfair labor practice charges inquiries, investigations or other applications or proceedings before a labor relations board or any similar authority currently monitoring of activities pending or, to the Knowledge of Sellerthe Sellers, Threatened, involving threatened by any Rodeo Entity and any Rodeo Employee state professional board or agency charged with regulating the Business, (vi) none professional activities of any Rodeo Entity licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with any Seller and who provides services to the Business Pharmacy Business;
(iii) no Seller is a party toto any union or collective bargaining agreement, no union attempts to organize its employees have been made, nor are any such attempts now threatened;
(iv) no Seller has experienced any organized slowdown, work interruption, strike, or otherwise bound by, work stoppage by any consent decree with, of its employees; and
(v) no Seller will incur any Liability to any employee or citation or other order by, violate any Governmental Entity relating to applicable Laws respecting employment and employment practices with respect to any Rodeo Employees, and (vii) since January 1, 2010, Rodeo has not effected (y) as a “plant closing” (as defined by result of the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar Law, and (viii) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo EmployeesAcquisition.
Appears in 1 contract
Samples: Asset Purchase Agreement (Pediatric Services of America Inc)
Employment and Labor Matters. Except as set forth in Schedule 3.15 and, other than 3.18(i) lists all employees of Seller who primarily perform services with respect to clause the Seller’s Business (iii) belowthe “Designated Employees”). Additionally, except asSeller currently retains certain persons to perform services as independent contractors who are not employees, and are listed on Schedule 3.18(ii). Seller has complied in all material respects with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health. With respect to the Designated Employees:
(a) except for any non-compliance whichroutine government inquiries, is not a Material Adverse Effectexaminations and inspections which Seller has no reason to believe are material, (i) there are no suitscharges, actionsgovernmental audits, investigations, proceedings, chargesadministrative proceedings or complaints, grievances or attorney demand letters, pending or, to actions concerning the Knowledge employment practices of Seller, Threatened, involving the Business, any Rodeo Entity and any Rodeo Employee or former Rodeo Employee, (ii) there is no labor strike, slowdown, stoppage, lockout or labor dispute Seller pending, affecting or, to the Knowledge nor has Seller been expressly notified of Seller, Threatened, against any Rodeo Entity or the Business, and since January 1, 2010, there has not been any such actionmatter being threatened, (iii) no Rodeo Entity is a party to before any collective bargaining agreementfederal, labor union contract state or legally binding commitment to any labor union local agency or works council applicable to any Rodeo Employee, court and, to the Knowledge of Seller, there are no basis for any such matter exists;
(b) Seller is not a party to any union or collective bargaining agreement, no union organizing activities among any Rodeo Employees or proceedings involving any labor union attempts to organize or represent its employees have been made, nor are any such Rodeo Employeesattempts now threatened;
(c) Seller has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its employees;
(ivd) to the Knowledge none of such employees have filed any complaints against Seller or any officers or employees of Seller, Rodeo has initiated any Proceedings against Seller or been the subject to any disciplinary actions by Seller;
(e) Seller will not engaged in incur any unfair labor Liability to any such employee or violate any Applicable Laws respecting employment and employment practices as defined a result of the transactions contemplated by this Agreement; and
(f) Seller has valid written documentation that each such employee is a U.S. resident or is authorized to work in the National Labor Relations Act or other similar Law, (v) there are no unfair labor practice charges or other applications or proceedings before a labor relations board or any similar authority currently pending or, U.S. and has delivered such documentation to the Knowledge of Seller, Threatened, involving any Rodeo Entity and any Rodeo Employee or the Business, (vi) none of any Rodeo Entity or the Business is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employment practices with respect to any Rodeo Employees, and (vii) since January 1, 2010, Rodeo has not effected (y) a “plant closing” (as defined by the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar Law, and (viii) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo EmployeesBuyer.
Appears in 1 contract
Employment and Labor Matters. (a) The Seller Disclosure Schedule sets forth a list of all current and former (within the last 12 months) full-time and part-time employees or consultants of PRI and NCL, broken down by location and which includes the name, title or position, years in service with PRI or NCL, salary, bonus and benefits information for each such person (the "Business Employees").
(b) PRI and NCL are in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages and hours, occupational safety and health, including laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986.
(c) Except as set forth in Schedule 3.15 and, other than with respect to clause (iii) below, except as, and for any non-compliance which, is not a Material Adverse Effect, disclosed on the Seller Disclosure Schedule,
(i) there are no suitscharges, actionsgovernmental audits, investigations, proceedings, charges, grievances administrative proceedings or attorney demand letters, complaints concerning the employment practices of PRI or NCL pending or, to the Knowledge knowledge of Sellerthe Sellers, Threatenedthreatened before any federal, involving the Businessstate or local agency or court that could reasonably be expected to have a material adverse effect on PRI, any Rodeo Entity and any Rodeo Employee NCL or former Rodeo Employee, (ii) there is no labor strike, slowdown, stoppage, lockout or labor dispute pending, affecting or, to the Knowledge of Seller, Threatened, against any Rodeo Entity their business or the BusinessRights and Assets, and since January 1, 2010, there has not been any such action, (iii) no Rodeo Entity is a party to any collective bargaining agreement, labor union contract financial or legally binding commitment to any labor union or works council applicable to any Rodeo Employeeotherwise, and, to the Knowledge knowledge of Sellerthe Sellers, no basis for any such matter exists;
(ii) to the knowledge of the Sellers, there are no inquiries, investigations or monitoring of activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with PRI or NCL pending or threatened by any state professional board or agency charged with regulating the professional activities of health care practitioners;
(iii) PRI and NCL are not a party to any union organizing activities among any Rodeo Employees or proceedings involving any labor collective bargaining agreement, and, to the knowledge of the Sellers, no union attempts to organize or represent the Business Employees have been made, nor are any such Rodeo Employees, attempts now threatened;
(iv) to PRI and NCL have not experienced any organized slowdown, work interruption, strike, or work stoppage by any of the Knowledge of Seller, Rodeo has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar Law, Business Employees; and
(v) there are no unfair labor practice charges PRI and NCL will not incur any liability or other applications obligation to any Business Employees or proceedings before a labor relations board or violate any similar authority currently pending or, to the Knowledge of Seller, Threatened, involving any Rodeo Entity applicable laws respecting employment and any Rodeo Employee or the Business, (vi) none of any Rodeo Entity or the Business is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employment practices with respect to any Rodeo Employees, and (vii) since January 1, 2010, Rodeo has not effected (y) as a “plant closing” (as defined by result of the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar Law, and (viii) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo EmployeesAcquisition.
Appears in 1 contract
Employment and Labor Matters. (a) Except as set forth in Schedule 3.15 and, other than with respect to clause (iii) below, except as, on the attached Employment and for any non-compliance which, is not a Material Adverse EffectLabor Matters Schedule, (i) neither the Company nor any Subsidiary is a party to or bound by any collective bargaining agreement, nor has any of them experienced any strike or material grievance, claim of unfair labor practices, or other collective bargaining dispute within the past two years; and (ii) to the Company’s Knowledge, (A) there are no suitsmaterial disputes pending or threatened between the Company or any Subsidiary and any of their employees; and (B) there are no current union representation questions involving employees of the Company or any Subsidiary and, actionsto the Company’s Knowledge, investigationsthere is no organizational effort currently being made or threatened by, proceedingsor on behalf of, chargesany labor union to organize employees of the Company or any Subsidiary.
(b) Except as set forth on the attached Employment and Labor Matters Schedule, grievances no executive officer’s or attorney demand lettersother key employee’s employment with the Company or any Subsidiary has been terminated for any reason nor has any such officer or employee notified the Company or any Subsidiary of his or her intention to resign or retire at any time since October 1, 2015.
(c) Since October 1, 2015, neither the Company nor any Subsidiary has implemented any plant closings or layoff of employees that would constitute a “plant closing” or “mass layoff” within the meaning of the Worker Adjustment and Retraining Notification Act of 1988 or any analogous state or local law.
(d) Except as set forth on the attached Employment and Labor Matters Schedule, the execution and delivery of this Agreement will not (a) result in any payment (whether of severance pay or otherwise) becoming due to any director, officer, employee, consultant, independent contractor or agent of the Company or any Subsidiary; (ii) increase any benefit under any Plans; or (iii) result in the acceleration of the time of payment or vesting of any such payments or benefits.
(e) Except as set forth on the attached Employment and Labor Matters Schedule, the Company and any Subsidiary are and for the past five (5) years have been in compliance in all material respects with all applicable Laws regarding employment and employment practices, terms and conditions of employment, wages and hours, pay equity, discrimination in employment or harassment, retaliation, human rights, immigration, work authorization, termination, fair labor standards, occupational health and safety, or any other employment-related matters. Neither the Company nor any Subsidiary is party to or otherwise bound by any consent decree with or citation from any Governmental Body relating to employees or employment practices. There is no unfair labor practice claim, charge of discrimination or proceeding brought by or on behalf of any employee, former employee or purported employee of the Company or any Subsidiary under the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the Family Medical Leave Act or any other Law pending or, to the Knowledge of Sellerthe Company, Threatenedthreatened against the Company or any Subsidiary.
(f) Except as set forth on the attached Employment and Labor Matters Schedule, involving the Business, any Rodeo Entity Company and any Rodeo Employee or former Rodeo Employee, (ii) there is no labor strike, slowdown, stoppage, lockout or labor dispute pending, affecting or, to the Knowledge of Seller, Threatened, against any Rodeo Entity or the Business, and since January 1, 2010, there has not been any such action, (iii) no Rodeo Entity is a party to any collective bargaining agreement, labor union contract or legally binding commitment to any labor union or works council applicable to any Rodeo Employee, and, to the Knowledge of Seller, there Subsidiary are no union organizing activities among any Rodeo Employees or proceedings involving any labor union to organize or represent any such Rodeo Employees, (iv) to the Knowledge of Seller, Rodeo has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar Law, (v) there are no unfair labor practice charges or other applications or proceedings before a labor relations board or any similar authority currently pending or, to the Knowledge of Seller, Threatened, involving any Rodeo Entity and any Rodeo Employee or the Business, (vi) none of any Rodeo Entity or the Business is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employment practices with respect to any Rodeo Employees, and (vii) since January 1, 2010, Rodeo has not effected (y) a “plant closing” (as defined by the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar Law, and (viii) each Rodeo Entity is in material compliance with all applicable lawswritten employee and human resources policies, Contracts handbooks and policies relating manuals (to employment practicesthe extent they contain enforceable obligations), wages, hours and terms severance and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo Employeesseparation agreements.
Appears in 1 contract
Employment and Labor Matters. (a) No Acquired Entity formed in the United States (or any subdivisioin thereof) or Canada (or any subdivision thereof) directly employs any employees and all services performed for the Acquired Entities and, with respect to the Acquired Business, the Asset Sellers, are performed by Sun or a Sun Subsidiary other than an Acquired Entity (each, a “Sun Employer”) or independent contractors.
(b) Except as set forth in Schedule 3.15 and, other than with respect to clause (iiiSection 3.12(b) below, except as, and for any non-compliance which, is not a Material Adverse Effectof the Sun Disclosure Letter, (i) there are no suits, actions, investigations, proceedings, charges, grievances or attorney demand letters, pending or, to the Knowledge of Seller, Threatenedor threatened, involving Sun or any Sun Subsidiary and any employee of the Acquired Business, any Rodeo Entity and any Rodeo Employee that, individually or former Rodeo Employeein the aggregate, if determined or resolved adversely to Sun or such Sun Subsidiary, has resulted in, or would reasonably be expected to result in, a Sun Material Impairment, (ii) there is no labor strike, slowdown, stoppage, lockout or labor dispute pending, affecting or, to the Knowledge of Seller, Threatened, against neither Sun nor any Rodeo Entity or the Business, and since January 1, 2010, there has not been any such action, (iii) no Rodeo Entity Sun Subsidiary is a party to any collective bargaining agreement, labor union contract or legally binding commitment to any labor union or works council applicable to any Rodeo Employeeemployees of the Acquired Business, and, to the Knowledge of SellerSun, there are no union organizing activities among any Rodeo Employees or proceedings involving any labor union to organize or represent any such Rodeo Employeesemployees, that, individually or in the aggregate, if successful, would result in, or would reasonably be expected to result in, a Sun Material Impairment, (iv) to the Knowledge of Seller, Rodeo has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar Law, (viii) there are no unfair labor practice charges or other applications or proceedings before a labor relations board or any similar authority currently pending or, to the Knowledge of SellerSun, Threatenedthreatened, involving Sun or any Rodeo Entity Sun Subsidiary and any Rodeo Employee or employee of the Acquired Business, that, individually or in the aggregate, if determined or resolved adversely to Sun or any Sun Subsidiary, would result in, or would reasonably be expected to result in, a Sun Material Impairment, (viiv) none of neither Sun nor any Rodeo Entity or the Business Sun Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employment practices with respect to any Rodeo Employeesemployees of the Acquired Business, except to the extent any such consent decree, citation or order, individually and in the aggregate, has not resulted in and would not reasonably by expected to result in a Sun Material Impairment and (vii) since January 1, 2010, Rodeo has not effected (y) a “plant closing” (as defined by the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar Law, and (viiiv) each Rodeo Entity of Sun and the Sun Subsidiaries is in compliance in all material respects with all applicable lawsLaws, Contracts and employment policies relating to employment practices, wages, hours and other terms and conditions of employment, employment standards, termination human rights, occupational safety, workers’ compensation, language of employment, employee whistle-blowing, immigration, employee privacy, human rights work and occupational safety plant closing Laws with respect to Rodeo Employeesemployees of the Acquired Business, except in each case to the extent that any noncompliance therewith, individually and in the aggregate, has not resulted in and would not reasonably be expected to result in a Sun Material Impairment.
Appears in 1 contract
Samples: Master Agreement and Plan of Merger (Starwood Hotel & Resorts Worldwide Inc)
Employment and Labor Matters. Except as set forth in Schedule 3.15 and, other than with respect to clause (iiia) below, except as, and for any non-compliance which, is not a Material Adverse Effect, (i) there are no suits, actions, investigations, proceedings, charges, grievances or attorney demand letters, pending or, to the Knowledge of Seller, Threatened, involving the Business, any Rodeo Entity and any Rodeo Employee or former Rodeo Employee, (ii) there There is no labor strike, dispute, slowdown, stoppage, stoppage or lockout or labor dispute actually pending, affecting or, or to the Knowledge of SellerCompany’s Knowledge, Threatened, threatened against or affecting the Company or any Rodeo Entity or the Business, Subsidiary and since January 1, 2010, the Company’s inception there has not been any such action, ; (iiiii) no Rodeo Entity neither the Company nor any Subsidiary is a party to or bound by any collective bargaining agreement, labor union contract or legally binding commitment to similar agreement with any labor union organization, or works council work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any Rodeo Employee, and, Subsidiary; (iii) none of the employees of the Company or any Subsidiary are represented by any labor organization or employee association and to the Company’s Knowledge of Seller, there are no current union organizing activities among the employees of the Company or any Rodeo Employees or proceedings involving any labor union to organize or represent any Subsidiary and no question concerning representation exist concerning such Rodeo Employees, employees; (iv) the Company has provided to Purchaser true, correct and complete copies of all written personnel policies, rules or procedures applicable to employees of the Knowledge Company and its Subsidiaries; (v) the Company and the Subsidiaries are and have at all times been, in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of Selleremployment, Rodeo has wages, hours of work, overtime classification, immigration, equal employment opportunity, and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar Lawapplicable law, ordinance or regulation, and are, and have at all times been, in compliance with all applicable laws respecting the classification of employees and independent contractors, (vvi) there are is no unfair labor practice charges charge, charge of discrimination or other applications or proceedings before a labor relations board complaint against the Company or any similar authority currently Subsidiary pending or, to the Knowledge Company’s Knowledge, threatened before the National Labor Relations Board, the Equal Employment Opportunity Commission, the California Department of Seller, Threatened, involving Fair Employment and Housing or any Rodeo Entity and any Rodeo Employee or other agency responsible for the Business, (vi) none prevention of any Rodeo Entity or the Business is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to unlawful employment practices with respect to any Rodeo Employees, practices; and (vii) since January 1there are no complaints, 2010controversies, Rodeo charges, lawsuits or other proceedings pending or, to the Company’s Knowledge, threatened to be brought by any applicant for employment or current or former employees alleging breach of any express or implied contract for employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. There are no employment contracts, severance agreements, retention agreements, change in control agreements or confidentiality agreements (other than standard employee proprietary information and invention agreements) with any employees of the Company or any Subsidiary. The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach or other violation of any collective bargaining agreement or any other employment contract or arrangement to which the Company or any Subsidiary is a party. For purposes of this Section 3.16(a), the term “employees of the Company” or similar terminology includes employees of Seller who will be transferred to the Company on or prior to the Closing Date.
(b) Subject to applicable law, the Company has not effected provided Purchaser with the names, titles, base salary or wage rate, overtime classification, most recent bonus amount, if any, and start date as of the most recent practicable date for employees of Seller, the Company and the Subsidiaries.
(yc) From the enactment of the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) to the date of this Agreement, neither the Company nor any Subsidiary has effectuated (i) a “plant closing” (as defined by in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo the Company or the Business in the United States any Subsidiary, or (zii) a “mass layoff” (as defined by in the WARN Act) affecting any site of employment or facility of Rodeo the Company or the Business in the United Statesany Subsidiary, nor has Rodeo in the United States Company or any Subsidiary been affected by any transaction or engaged in layoffs or employment termination in the United States that were terminations sufficient in number to trigger application of any similar Lawstate or local law including California Labor Code Section 1400. None of the employees of the Company, and Seller or any Subsidiary has suffered an “employment loss” (viiias defined in the WARN Act) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating during the ninety (90) day period prior to employment practices, wages, hours and terms and conditions the execution of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo Employeesthis Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (FMC Technologies Inc)
Employment and Labor Matters. Except as set (a) Schedule 2.9(a) sets forth in Schedule 3.15 and, other than with respect to clause (iii) below, except as, and for any non-compliance which, is not a Material Adverse Effect, list of all (i) there current full-time and part-time employees of Sellers or their respective Affiliates primarily working in the Business as of the Closing Date (or the closest practicable date thereto) (collectively, the “Employees”), including each such Employee’s job title, start date, and salary or hourly pay, bonuses, and incentive pay, and (ii) independent contractors of Sellers used primarily in the Business during the twelve (12) months preceding Effective Date (collectively, “Independent Contractors”), including each such Independent Contractor’s hourly rate for the 2020 calendar year. For the avoidance of doubt, “Employees” hereunder does not include employees of Sellers, or their Affiliates, who are being retained by Sellers (or their Affiliates) to work on the Specified Excluded Contracts.
(b) Sellers and their Affiliates are in compliance in all material respects with all applicable Laws respecting employment and employment practices and terms and conditions of employment, including, but not limited to, collective bargaining, equal employment opportunity, non-discrimination, wages and hours, and occupational safety and health in connection with their operation of the Business.
(c) Except as disclosed on Schedule 2.9(c):
(i) There are no suits(and have been no) charges, actionsgovernmental audits, investigations, proceedings, charges, grievances administrative proceedings or attorney demand letters, formal or informal complaints concerning Sellers’ or their Affiliates’ employment practices pending or, to the Knowledge of SellerSellers, Threatened, involving the Business, threatened before any Rodeo Entity and any Rodeo Employee Governmental Authority or former Rodeo Employee, (ii) there is no labor strike, slowdown, stoppage, lockout or labor dispute pending, affecting or, to the Knowledge of Seller, Threatened, against any Rodeo Entity or the Business, and since January 1, 2010, there has not been any such action, (iii) no Rodeo Entity is a party to any collective bargaining agreement, labor union contract or legally binding commitment to any labor union or works council applicable to any Rodeo Employeecourt, and, to the Knowledge of SellerSellers, no basis for any such matter exists, in each case in connection with the operation of the Business;
(ii) No Seller nor any of its Affiliates is a party to any union or collective bargaining agreement or any other agreement regarding the rates of pay or working conditions of any employees, and, to the Knowledge of Sellers, within the last three (3) years, no union attempts to organize such employees have been made, and, to the Knowledge of Sellers, there are no union organizing activities among such attempts currently threatened, in each case in connection with the operation of the Business; and
(iii) No Seller nor any Rodeo Employees of its Affiliates has, within the last three (3) years, experienced any organized slowdown, work interruption, strike, or proceedings involving any labor union to organize or represent any such Rodeo Employees, work stoppage by its employees in connection with the operation of the Business.
(ivd) to the Knowledge of Seller, Rodeo has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar Law, (v) there There are no unfair labor practice charges or other applications or proceedings before a labor relations board or any similar authority currently pending or, to the Knowledge of SellerSellers, Threatenedthreatened unfair labor practices claims; equal employment opportunity claims; human rights or civil rights complaints; wage and hour claims; unemployment compensation claims; United States Department of Labor Occupational Safety and Health Administration citations and notifications of penalty, final orders, settlement agreements or violations; workers’ compensation claims or any similar claims, in each case involving any Rodeo Entity and any Rodeo Employee or the Business.
(e) Notwithstanding anything to the contrary herein, the representations and warranties in this Section 2.9 are the sole and exclusive representations and warranties concerning employment and labor matters (vi) none of any Rodeo Entity or the Business is a party toother than employee benefits matters, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employment practices with respect to any Rodeo Employees, and (vii) since January 1, 2010, Rodeo has not effected (y) a “plant closing” (as defined which are covered by the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Rodeo or the Business in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Rodeo or the Business in the United States, nor has Rodeo in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar Law, and (viii) each Rodeo Entity is in compliance with all applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Rodeo EmployeesSection 2.10).
Appears in 1 contract
Samples: Asset Purchase Agreement (Gulf Island Fabrication Inc)
