Employment and Labour Matters. (a) Neither the Company nor any Company Subsidiary is party to any collective agreements or similar labour agreements (excluding personal services contracts).
(b) (i) No employees of the Company or any of the Company Subsidiaries are represented by any labour organization; (ii) no labour organization or group of employees of the Company or any of the Company Subsidiaries has made a written demand to the Company or any Company Subsidiary for recognition or certification; (iii) no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the employees of the Company or the Company Subsidiaries by way of certification, interim certification, voluntary recognition, or succession rights, or has applied or, to the knowledge of the Company, threatened to apply to be certified as the bargaining agent of the employees of the Company or the Company Subsidiaries; (iv) to the knowledge of the Company, there are no organizing activities involving the Company or any Company Subsidiary pending with any labour organization or group of employees of the Company or any Company Subsidiary; and (v) the Company and the Company Subsidiaries are not currently materially affected and have not been materially affected in the past five years by any actual or threatened work stoppage, strike or other similar labour disturbance. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no complaints, charges or claims against the Company or any Company Subsidiary filed or, to the knowledge of the Company, threatened in writing to be brought or filed, with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company or any Company Subsidiary.
(c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary have not and are not engaged in any unfair labour practice and there are no unfair labour practice charges, grievances or complaints filed or, to the knowledge of the Company, threatened in writing by or on behalf of any employee or group of employees of the Company or any Company Subsidiary. No trade union has applied to have the Company declared a common or related employer pursuant to the Labour Relations Act (Ontario) o...
Employment and Labour Matters. (i) Except as disclosed in Schedule 3.2(y) of the Seller Disclosure Letter, (A) none of the Acquired Companies, Managed Joint Ventures or, to the knowledge of Seller, Other Non-Controlled Joint Ventures is a party to or bound by or subject to any Collective Agreement; (B) to the knowledge of Seller, there is no current or threatened attempt to organize, certify or establish any other labour union or employee association with respect to Employees of the Acquired Companies, Managed Joint Ventures or, to the knowledge of Seller, Other Non-Controlled Joint Ventures; (C) no labour union or employee association holds bargaining rights in respect of any employees of the Acquired Companies, Managed Joint Ventures or, to the knowledge of Seller, Other Non-Controlled Joint Ventures; (D) no union has applied to have any of the Acquired Companies, Managed Joint Ventures or, to the knowledge of Seller, Other Non-Controlled Joint Ventures declared a common or related employer under applicable labour Laws. True, correct and complete copies of all Collective Agreements which impose any obligations upon the Acquired Companies, Managed Joint Ventures or, to the knowledge of Seller, Other Non-Controlled Joint Ventures have been provided to Purchaser.
(ii) Except as disclosed in Schedule 3.2(y) of the Seller Disclosure Letter, (A) the Acquired Companies, Managed Joint Ventures and, to the knowledge of Seller, other Non-Controlled Joint Ventures are and have been in compliance with all Laws respecting employment and employment practices, including terms and conditions of employment, pay equity, wages, hours of work, overtime, human rights and occupational health and safety, and there are no outstanding claims, complaints, investigations or orders under any such Laws and, to the knowledge of the Seller, there is no basis for such claim; (B) none of the Acquired Companies, Managed Joint Ventures and, to the knowledge of Seller, Other Non-Controlled Joint Ventures has engaged in, or received notice of any, pending or threatened unfair labour practice complaint; (C) no arbitration proceeding arising out of or under any collective bargaining agreement is pending or threatened against any of the Acquired Companies, Managed Joint Ventures or, to the knowledge of Seller, Other Non-Controlled Joint Ventures; and (D) no labour strike, slow down or stoppage is pending or threatened by any representative of any union or other representation of employees against or affecting the Acquired C...
Employment and Labour Matters. (a) All of the employees of the Seller or its Affiliates who provide exclusive services to the Target Company (collectively, the “Associated Employees”) are employed by WCES.
(b) None of the Associated Employees are covered by a collective bargaining agreement or voluntary recognition agreement. Except as disclosed on Disclosure Schedule 3.9, there are no claims pending or, to the Seller’s Knowledge, threatened, on behalf of an individual for unlawful discrimination, unpaid overtime or any other violation of Applicable Law relating to employment or termination of employment of the Associated Employees.
(c) There is no labor strike, lockout or other material labour dispute, slowdown or stoppage pending or, to the Seller’s Knowledge, threatened against the Seller or the Target Company with respect to any employee of the Target Company.
(d) The Seller has provided the Purchaser with a copy of each material employment agreement relating to the Associated Employees. Disclosure Schedule 3.16(d) contains a true and complete list of all Associated Employees showing each Associated Employee’s position, age, status (whether active or inactive), hire date, compensation (including salary, commission, bonus, long-term incentive, if applicable, and other compensation), benefits, vacation entitlement, outstanding and unused vacation balance, and whether the Associated Employee is subject to a written employment agreement.
Employment and Labour Matters. (a) A correct and complete anonymized list of all Employees of any Acquired Entity has been provided to Buyer, which list indicates (i) the titles of all such Employees together with their province of their employment; (ii) the date each such Employee was hired; (iii) which Employees are subject to a Collective Agreement and in each such case the applicable Collective Agreement; (iv) the status of each Employee, whether full-time, part-time, casual or temporary; (v) the hourly rate or annual wage of each Employee at the date of such list and, in respect of each Employee, LTIP, STIP or SIP target (if applicable) and any actual LTIP, STIP or SIP award paid in the relevant Acquired Entity’s last completed financial year and total annual cash compensation paid in the relevant Acquired Entity’s last completed financial year; (vi) the vacation days to which each Employee is entitled on the date of such list; and
Employment and Labour Matters. The Vendor has made available all records concerning Employees and copies of all employment plans and notices, employment agreements and collective agreements. There are no written contracts of employment entered into with any Employees or any oral contracts of employment which are not terminable on the giving of reasonable notice in accordance with applicable law. To the knowledge of the Vendor, the Company has been and is being operated in full material compliance with all Laws relating to the Employees; except where any failure to comply would not result in a Material Adverse Effect.
Employment and Labour Matters. The Corporation is not a party to or bound or governed by, or subject to, or has any liability with respect to (i) any collective bargaining or union agreement or other similar arrangement with any labour union or employee associate, or any actual or, to the knowledge of the Corporation, threatened application for certification or bargaining rights in respect of the Corporation or (ii) any labour dispute, work stoppage or slowdown, strike or lock-out relating to or involving any employees of the Corporation.
Employment and Labour Matters. (i) The Corporation is not a party to or bound or governed by, or subject to, or has any liability with respect to (i) any collective bargaining or union agreement or other similar arrangement with any labour union or employee associate, or any actual or, to the knowledge of the Corporation, threatened application for certification or bargaining rights in respect of the Corporation or (ii) any labour dispute, work stoppage or slowdown, strike or lock-out relating to or involving any employees of the Corporation.
(ii) The Corporation has operated in material compliance with all Applicable Laws with respect to employment and labour in all material respects, including employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights, labour relations and privacy and, except for proceedings that would not reasonably be expected to have a Material Adverse Change, there are no current, pending or, to the knowledge of the Corporation, threatened proceedings by or before any Governmental Authority with respect to any such matters.
(iii) Each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, pension, incentive or otherwise contributed to, or required to be contributed to, by the Corporation for the benefit of any current or former officer, director, employee or consultant of the Corporation has been maintained in material compliance with the terms thereof and with the requirements prescribed by any and all statutes, orders, rules, policies and regulations that are applicable to any such plan.
Employment and Labour Matters. (i) Except as disclosed in Section 4.2(x) of the Groundstar Disclosure Letter, Groundstar is not: (A) party to any Contract providing for termination notice, payment in lieu of termination notice, change of control payments, or severance payments to, or any employment or consulting agreement with, any director, officer or employee of Groundstar other than such arising from any applicable Law; and (B) party to any collective bargaining or subject to any application for certification or, to the knowledge of Groundstar, threatened union-organizing campaigns for employees not covered under a collective bargaining agreement nor are there any current, pending, or, to the knowledge of Groundstar, threatened strikes or lockouts at Groundstar.
(ii) There are no labour disputes, strikes, organizing activities or work stoppages against Groundstar pending, or to knowledge of Groundstar, threatened.
(iii) The execution, delivery and performance of this Agreement and the consummation of the Amalgamation by Groundstar will not result in the acceleration of the time of payment, funding or vesting of entitlements otherwise available under any Employee Plan of Groundstar.
(iv) Groundstar has been and is now in compliance, in all material respects, with all terms and conditions of employment, with respect to employment and labour, including, wages, hours of work, overtime, human rights, occupational health and safety and workers compensation, and there are no current, or, to the knowledge of the Groundstar, pending or threatened proceedings (including grievances, arbitration, applications or pending applications) before any Governmental Entity or labour arbitrator with respect to any of the foregoing Employee Plans of Groundstar (other than routine claims for benefits).
(v) To the knowledge of Groundstar, no executive or manager (A) has any present intention to terminate their employment, or (B) is a party to any confidentiality, non-competition, proprietary rights or other such agreement with any other Person besides Groundstar which would impede the business, be material to the performance of such employee’s employment duties, or the ability of Groundstar, or Groundstar to conduct the business.
(vi) There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to the any provincial workers’ compensation statute or regulation, and Groundstar has not been reassessed in any material respect under such statute or reg...
Employment and Labour Matters. (a) Except as otherwise prohibited under the Laws of the Russian Federation relating to employee data protection and privacy, the VDR includes an accurate and complete list of all employees of the OFS Companies as of the date of this Agreement, along with the position, date of hire, salary and service credited for purposes of vesting and eligibility to participate under any benefit plans with respect to such Persons. Except as otherwise prohibited under the Laws of the Russian Federation relating to employee data protection and privacy, such list will be updated and provided to Purchaser as of the Contribution Date. The OFS Companies have all sufficient and appropriate personnel in all material respects required to conduct the Business in the Ordinary Course.
(b) Each OFS Company in all material respects is duly performing and has within the last two years duly performed its obligations to its current and/or former employees under all applicable agreements and/or Laws. There is no existing or, to Seller’s Knowledge, threatened or pending collective or material individual labour dispute between any OFS Company and its current and/or former employees and/or their legal successors and/or relatives/dependants.
Employment and Labour Matters. (a) Section 3.17(a) of the Company Disclosure Schedule sets forth an accurate and complete list of all employees and independent contractors currently performing services for any Acquired Company, including each employee on leave of absence or layoff status, along with the position, date of hire or engagement, compensation and benefits, scheduled increases in compensation, scheduled promotions, accrued but unused sick, overtime and vacation pay and service credited for purposes of vesting and eligibility to participate under any Company Plan with respect to such Persons. To the Company's Knowledge, no director, officer, key employee or group of employees of any Acquired Company intends to terminate his, her or their employment with the Acquired Companies within the 12-month period following the Closing Date.
(b) No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent:
(i) holds or has previously held bargaining rights with respect to any employees of the Acquired Companies by way of certification, interim certification, voluntary recognition, designation or successor rights;
(ii) to the Company's Knowledge, has applied to be certified as the bargaining agent of any employees of an Acquired Company or to have an Acquired Company declared a related employer, common employer or successor employer pursuant to applicable labour legislation; or
(iii) to the Company's Knowledge, has initiated an organizing or certification campaign in respect of any employees of any Acquired Company.
(c) Since March 31, 2003, no Acquired Company has experienced any labour strike, picketing, slowdown, material lockout, unfair labour practice complaint, labour board proceeding, employee grievance process or other work stoppage or labour dispute, nor to the Company's Knowledge is any such action threatened.
(d) Each Acquired Company has complied in all material respects with all applicable Laws and its own policies relating to labour and employment matters, including fair employment practices, terms and conditions of employment, equal employment opportunity, non-discrimination, immigration, wages, hours, benefits, statutory employment standards, workers' compensation, the payment of social insurance premiums and employment-related Taxes, occupational health and safety, and plant closing.
(e) Except as set forth in Section 3.17(e) of the Company Disclosure Schedule, there is no Proceeding pending or, to the Company's Knowledge, threatened ag...
