Employment Matters Sample Clauses

Employment Matters. (a) There will not be any amounts payable by Caza or any of the Caza Subsidiaries to its or their respective officers, directors, employees or consultants for severance or termination pay upon termination of employment, or for retention or bonus payments, in each case, on a change of control of Caza. (b) Except as disclosed in the Disclosure Letter, there are no accrued bonuses payable to any officers, directors, employees or consultants of Caza or any of its subsidiaries. (c) The Disclosure Letter contains a schedule containing a list of all executive officers of Caza and such officers who will resign their respective positions effective at the Effective Time. (d) Caza has disclosed to the Offeror in the Disclosed Information a list of the position of each employee of Caza and a summary of each such employees’ salary. Since December 31, 2015, Caza has not authorized the payment of any extraordinary compensation that has not been disclosed to the Offeror in the Disclosed Information. (e) There exists no collective bargaining agreement or other labour union contract applicable to any employees of Caza and no such agreement or contract has, to the knowledge of Caza, been directly or indirectly requested by any employee or group of employees of Caza, nor has there been any discussion with respect thereto by management of Caza with any of its employees, except as disclosed in the Disclosure Letter. Caza has not received any written notification of any unfair labour practice charges or complaints pending before any agency having jurisdiction thereof nor are there any current union representation claims involving any employees of Caza, and Caza is not aware of any such threatened charges or claims. (f) Caza is not aware of any currently pending union organizing activities or proceedings involving, or any pending petitions for recognition of, a labour union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of its employees. There is not currently pending, with regard to any of its facilities, any proceedings before the applicable Governmental Authority wherein any labour organization is seeking representation of any employees of Caza. (g) Caza is not aware of any strikes, work stoppages, work slowdowns or lockouts nor of any threats thereof, by or with respect to any of its employees.

Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal emp...

Employment Matters. There is (A) no unfair labor practice complaint pending against the Company, or any of its subsidiaries, nor to the Company’s knowledge, threatened against it or any of its subsidiaries, before the National Labor Relations Board, any state or local labor relation board or any foreign labor relations board, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Company or any of its subsidiaries, or, to the Company’s knowledge, threatened against it and (B) no labor disturbance by the employees of the Company or any of its subsidiaries exists or, to the Company’s knowledge, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries, principal suppliers, manufacturers, customers or contractors, that could reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect. The Company is not aware that any key employee or significant group of employees of the Company or any subsidiary plans to terminate employment with the Company or any such subsidiary.

Employment Matters. (a) Neither the Company nor any of its Subsidiaries is the subject of, nor, to the Company’s Knowledge, is there threatened, any proceeding, arbitration or grievance asserting that the Company or any of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor union or labor organization. There are no pending or, to the Company’s Knowledge, threatened labor strikes, walkouts, work stoppages, slow-downs or lockouts involving the Company or any of its Subsidiaries, nor have there been any such actions within the past three years. (b) The Company and its Subsidiaries are not and have never been a party to, nor are they currently negotiating in connection with entering into, any collective bargaining agreement or other labor agreement with any labor union or organization. To the Company’s Knowledge, there are no union organizing activities or proceedings by an individual or group of individuals, including representatives of labor organization or labor unions, to organize any employees the Company or its Subsidiaries, nor have there been any such activities within the past three years. (c) Each of the Company and its Subsidiaries is in compliance in all material respects with all applicable Laws relating to labor and employment, including those relating to wages, hours, benefits, labor, terms and conditions of employment, occupation safety and health, and the Worker Adjustment and Retraining Notification Act of 1988 or similar state or local “mass layoff” or “plant closing” law, and the Immigration and Nationality Act 8 U.S.C. Sections 1101 et seq. and its implementing regulations. (d) Neither the Company nor any of its Subsidiaries is party to, nor is it otherwise bound by, any consent decree or settlement agreement with any Governmental Authority relating to employees or employment practices. (e) Except as would not, and would not reasonably be expected to result in a material liability to the Company and its Subsidiaries taken as a whole, no Action is pending or, to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of any employees of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, wrongful termination of employment, misclassification as an individual consultant rather than as ...

Employment Matters. (a) Schedule 4.20(a) contains a list of all persons who are employees, independent contractors or consultants of the Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name and employer; (ii) title or position (including whether full-time or part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Schedule 4.20(a), as of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors or consultants of the Business for services performed on or prior to the date hereof have been paid in full and there are no outstanding agreements, understandings or commitments of any of the Sellers with respect to any compensation, commissions, bonuses or fees. (b) No Seller is now or has been a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”). There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting a Seller or any employees of the Business. No Seller has a duty to bargain with any Union. (c) Each Seller is and has been in compliance in all material respects with all applicable Laws pertaining to employment and employment practices to the extent they relate to employees, volunteers, interns, consultants and independent contractors of the Business, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave and unemployment insurance. All individuals characterized and treated by any of the Sellers as consultants or independent contractors of the Business are properly treated as ...

Employment Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened. The hours worked by and payments made to employees of the Loan Parties and their Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, local or foreign law dealing with such matters. All payments due from any Loan Party or any Subsidiary, or for which any claim may be made against any Loan Party or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Loan Party or such Subsidiary.

Employment Matters. (a) The “Transferred Employees” are those employees of the Seller who will be offered employment by the Buyer as of the Closing and shall be designated prior to the Closing. The Buyer shall offer at-will employment to all Transferred Employees as of the Closing on substantially similar terms (including, without limitation, annual compensation, wages, incentive opportunities and benefits) as in effect immediately prior to the Closing. However, nothing herein shall affect the Transferred Employees’ status as “at will” employees, and the Buyer reserves all rights under applicable law with respect to the Transferred Employees. The Seller shall have no responsibility with respect to salary, benefits or other employer duties accruing to Transferred Employees following the Closing. (b) The Seller agrees that it shall be solely responsible for (i) any notice of termination and (ii) payment of any termination pay, severance pay or any other costs, liabilities or obligations due to any of its employees (including, but not limited to, wages, salaries, commissions, bonuses, severance pay, vacation pay or other compensation for any services performed which are owed, accrued or otherwise are required to be paid to its employees as of the Closing or which relate to any services performed up to and including the Closing Date, even if not otherwise due until after the Closing Date) and all employment taxes, withholding taxes and any other taxes and liabilities attributable to employment of such employees, whether such employees are terminated by the Seller in connection with the transactions contemplated by this Agreement or otherwise, on or prior to the Closing Date, whether such severance pay is due pursuant to statute, common law or written or oral agreements or arrangements with such employee. (c) With respect to pension, savings, severance, vacation, health and welfare, disability benefits, executive compensation, incentive and bonus arrangements, the Buyer will credit each Transferred Employee with his or her years of service with the Business before the Closing Date for purposes of determining participation, eligibility and vesting under the Buyer’s employee benefit plans and compensation arrangements, except to the extent such credit would result in a duplication of benefits or was not recognized under the applicable Employee Benefit Plan of the Seller, and at Closing each Transferred Employee shall receive payment from the Seller for any vacation, sick time, or pa...

Employment Matters. Individuals employed at the Charter School shall not be considered employees of the State Board or the Department.

Employment Matters. (a) The Company has provided to the Parent a list of all Company Associates who are employed or retained by the Company as of the date of this Agreement, and correctly reflects: (i) their dates of employment; (ii) their positions; (iii) their base salaries and (iv) the location of their office (including home or non-company office). The employment of Company Associate is terminable by the Company Entities at will. (b) To the Knowledge of the Company no executive officer or key employee (which for this purpose shall mean a salaried exempt employee under the Fair Labor Standards Act) has provided written notice of termination of employment or expressed his or her intention to terminate employment with any Company Entity. (c) To the Knowledge of the Company no Person has claimed that any employee of any Company Entity or their Affiliates: (i) is in violation of any term of any employment Contract, patent disclosure agreement, noncompetition agreement or any restrictive covenant with such Person; (ii) has disclosed or utilized any Trade Secret or proprietary information or documentation of such Person; (iii) has violated any non-discrimination law or (iv) has interfered in the employment relationship between such Person and any of its present or former employees. (d) No Company Entity has had any plant closings, mass layoffs or other terminations of employees that have created any unsatisfied obligations upon or Liabilities for any Company Entity under the Worker Adjustment and Retraining Notification Act or similar laws. No Company Entity has any obligation under applicable Law or under any Contract to notify or consult with, prior to the Effective Time, any Company Associate, Government or any other Person with respect to the impact of the Transactions on the employment or retention of the current Company Associates or the compensation or benefits provided to the current Company Associates. No Company Entity is a party to any Contract or arrangement that in any manner restricts any Company Entity from relocating, consolidating, merging or closing, in whole or in part, any portion of the business of any Company Entity. (e) To the Knowledge of the Company, no Government has notified the Company of its intent to conduct an audit of any Company Entity’s affirmative action policies, wage hour pay and/or record retention policies. (f) Each Company Associate is a United States citizen or is otherwise legally entitled to work in the United States. There are no Compa...

Employment Matters. (a) From the Closing until the one-year anniversary of Closing (or until the earlier termination of employment of the applicable Company Employee), Parent shall, or shall cause the Surviving Corporation or its Affiliates to, provide to the Company Employees: (i) a base salary or base rate of pay no less favorable than each such Company Employee’s base salary or base rate of pay provided to such Company Employee immediately prior to the Closing; (ii) target annual cash compensation opportunities (excluding any long-term cash compensation opportunity) no less favorable than each such Company Employee’s target annual cash compensation opportunities in effect immediately prior to the Closing; and (iii) employee benefits substantially comparable in the aggregate to such benefits provided to such Company Employee immediately prior to the Closing (including severance payments and severance benefits, but excluding defined benefit pension, nonqualified deferred compensation, retiree health or welfare benefits, equity or equity based compensation, and long-term incentive compensation); provided, that, in no event will Parent be required to provide, or to cause the Surviving Corporation or its Affiliates to provide, any employee benefits which are greater than those provided to its similarly situated employees of Parent, the Surviving Corporation or its Affiliates, as applicable. Notwithstanding anything in the foregoing to the contrary, if any Company Employee terminates employment on or prior to the one-year anniversary of Closing as a result of a Qualifying Termination (as defined in the DJO Global Severance Pay Plan, such Company Employee shall be entitled to (and Parent shall cause the Surviving Corporation and/or its Affiliates to provide) the severance benefits as set forth on Section 6.2(a) of the Company Disclosure Schedule (the “Company Severance Plan”), subject to the terms and conditions set forth in the Company Severance Plan and the applicable Company Employee’s timely execution and non-revocation of a general release of claims in a form to be approved by Parent; provided, that any severance payment or benefit under the Company Severance Plan shall be determined (A) without regard to the requirement set forth in Section 4 of the DJO Global Severance Play Plan providing that employees must be employed for one year or more with the Company to be eligible to receive any severance; and (B) taking into account such Company Employee’s additional service time ...