Employment Matters; Labor Relations. (a) Set forth on Schedule 3.16(a) is a list of all employees, officers or managers of the Company, their current rates of compensation, their length of service with the Company. Schedule 3.16 sets forth a true, complete and accurate description of all practices, policies, understandings and agreements with all such employees relating to their employment. All contracts and arrangements with employees are in full force and effect, and neither the Company nor, to the Company's knowledge, any other person or entity is in default under any of them. In the conduct of its affairs and business, as of the Closing Date the Company has complied with all applicable laws and regulations relating to the employment of labor including those related to wages, hours, discrimination, employee pension and welfare benefit plans, collective bargaining, and the payment of Social Security or similar taxes, and the Company has withheld and paid to the appropriate governmental authority all amounts required by law or agreement to be withheld from wages or salaries of such employees.
(b) There is no pending or, to the Seller's knowledge, threatened labor dispute, strike or lockout, slowdown, stoppage, unfair labor practice complaint, grievance procedure or arbitration proceeding relating to the Company. No employees of the Company are subject to any collective bargaining agreement or labor contracts. There are currently no efforts underway respecting proposed union representation of the employees of the Company and no collective bargaining agreement is currently being negotiated.
(c) The Seller has provided to the Buyer with copies of all Occupational Safety and Health Administration ("OSHA") reports having to do with the Company, its operations or its business and received by the Company during the last three years. No other oral or written complaints or notices have been received by the Company from OSHA or any other regulatory agencies or offices having jurisdiction over health or safety matters relating to the Company. All matters noticed in such reports have been resolved or cured as of the Closing Date.
(d) Neither the Company nor any person with whom the Company would be treated as an "employer" for purposes of the Worker Adjustment and Retraining Notification Act or any similar state law ("WARN") has taken any action or failed to take any action which could result in any liability or obligation under WARN.
Employment Matters; Labor Relations. (a) The Company has provided Purchaser the following information for each employee of the Company or its Subsidiaries as of the date hereof: (i) name, (ii) job title, (iii) employing entity, (iv) status as exempt or non-exempt under the Fair Labor Standards Act, (v) annualized salary or hourly rate of pay, as applicable, and (vi) primary location of employment. The Company has provided Purchaser true and correct copies of all employment agreements with individuals employed by the Company or its Subsidiaries. The Company has provided Purchaser true and correct copies of all contracts with each Person who provides material services to the Company or its Subsidiaries in the capacity of an independent contractor.
(b) In the past three (3) years, there have not been any, and no strikes, work stoppages, slowdowns, or other labor disputes currently exist or, to the Knowledge of the Company, are threatened or imminent with respect to any of the employees of the Company or its Subsidiaries, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is represented by a union with respect to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is, or has ever been, a party to or bound by a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. In the past three (3) years, there have been no union certification or representation petitions or demands with respect to the employees of the Company or its Subsidiaries, and there are no ongoing or, to the Knowledge of the Company, threatened, union organizing activities.
(c) To the Knowledge of the Company, no executive officer of the Company or any Subsidiary is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters.
(d) All individuals characterized and treated by the Company or its Subsidiaries as independent contractors are properly treated as independent contractors under all applicable Laws. All employees of the Compa...
Employment Matters; Labor Relations. (a) Section 4.16 of the Greixxx Xxxclosure Letter sets forth a true and complete list of the names, classifications, dates of hire and base compensation for the year ending December 31, 1995, of each employee of Greixxx xxx the Greixxx Xxxsidiaries whose base compensation exceeds $75,000 per annum.
(b) With respect to current or former employees of Greixxx xxx the Greixxx Xxxsidiaries,
(i) Each of Greixxx xxx the Greixxx Xxxsidiaries is in substantial compliance with all applicable laws respecting employment and employment practices, and occupational safety and health, except for such violations, if any, that in the aggregate have not had and would not have a Greixxx Xxxerial Adverse Effect. There is no charge or compliance action pending or threatened against or with respect to Greixxx xx any of the Greixxx Xxxsidiaries before the Equal Employment Opportunity Commission or any state, local, or foreign agency responsible for the prevention of unlawful employment practices as to which there is a reasonable likelihood of adverse determination. None of Greixxx xxx any of the Greixxx Xxxsidiaries has 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, and, to Greixxx'x xxxwledge, no such investigation is in progress.
(ii) The employees of Greixxx xxx the Greixxx Xxxsidiaries are not represented by any labor union, nor are there any collective bargaining agreements or any other types of agreements with labor unions otherwise in effect with respect to such employees, nor are any collective bargaining agreements currently being negotiated, and, to Greixxx'x xxxwledge, no union organizational campaign is in progress. None of Greixxx xx the Greixxx Xxxsidiaries is engaged in any unfair labor practices as defined in the National Labor Relations Act or other
Employment Matters; Labor Relations. (a) Schedule 3.20(a) sets forth, as of the Agreement Date, a true, correct and complete list of all Employees and, for each such Employee, his or her: (i) employing entity; (ii) job title or position; (iii) minimum wage and overtime exemption status under applicable Law; (iv) current base wage rate or annual salary; (v) commission, incentive, and other bonus opportunity; (vi) date of hire; (vii) work location; and (viii) whether such Employee is absent from active employment and, if so, the date such Employee became inactive, the reason for inactive status, and, if applicable, the anticipated date of return to active employment.
(b) Except as set forth on Schedule 3.20(b), none of the Acquired Companies is a party to, bound by, or negotiating with respect to any collective bargaining or other agreement with a labor organization representing any of its Employees. In the last three (3) years, there has not been any material slowdown, lockout, work stoppage, or labor dispute affecting the Acquired Companies or any of their current or former employees, and, to the Company’s Knowledge, no Person has threatened in writing to commence any such slowdown, lockout, or work stoppage.
(c) None of the Acquired Companies has violated in any material respect, and all of the Acquired Companies are in material compliance with, all applicable Laws pertaining to employment and employment practices with respect to the Employees or any former employees of the Acquired Companies. There are no Actions or Investigations pending, or to the Company’s Knowledge, threatened in writing to be brought or filed by or with any Government Agency or arbitrator in connection with the employment of any current or former employee of the Company, including any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay or any other employment related matter, and no such Action or Investigation has been pending or, to the Company’s Knowledge, threatened in writing at any time in the last three (3) years.
(d) Except as set forth on Schedule 3.20(d), the employment of each Employee is terminable by the applicable Acquired Company at will, and no Employee is entitled to advance notice of termination or severance pay or other benefits following termination or resignation, except as otherwise required by applicable Law.
(e) To the Company’s Knowledge: (i) no Employee has notified the Company that he or she intends to terminate his or her employment, (ii) no...
Employment Matters; Labor Relations. (a) The Seller is not a party to any labor union or collective bargaining agreement relating to the Assets or the operations conducted by the Seller utilizing the same; (b) there is no labor union or organizing activity pending or, to the knowledge of the Seller, threatened against the Seller which could reasonably be expected to have an adverse effect on the Seller or the Assets; (c) the Seller is not engaged in any unfair labor practice relating to the Assets or the operations conducted by the Seller utilizing the same; (d) there is no unfair labor practice complaint pending or, to the knowledge of the Seller, threatened before the National Labor Relations Board or any other Governmental Authority which could reasonably be expected to affect the Assets; (e) there is no labor strike, dispute, slowdown or stoppage pending or, to the knowledge of the Seller, threatened against the Seller which could reasonably be expected to affect the Assets; (f) no grievance or other labor dispute or proceeding or any arbitration proceeding arising out of or under any collective bargaining or other employee agreement is pending or, to the knowledge of the Seller, threatened against the Seller which could reasonably be expected to have an adverse effect on the Assets; (g) except as set forth in Schedule 3.13, the Seller does not know of any other actual or potential labor problem relating to the Assets or the operations conducted by the Seller utilizing the same which could reasonably be expected to have a Material Adverse Effect; and (h) neither the Seller nor any person with whom the Seller would be treated as an "employer" for purposes of the Worker Adjustment and Retraining Notification Act or any similar state law ("WARN") has taken any action or failed to take any action which could result in any liability or obligation under WARN.
Employment Matters; Labor Relations. (a) The Seller is not a party to any labor union or collective bargaining agreement relating to the Assets or the operations conducted by the Seller utilizing the same; (b) there is no labor union or organizing activity pending or, to the knowledge of the Seller, threatened against the Seller which could reasonably be expected to have an adverse effect on the Seller or the Assets; (c) the Seller is not engaged in any unfair labor practice relating to the Assets or the operations conducted by the Seller utilizing the same; (d) there is no unfair labor practice complaint pending or, to the knowledge of the Seller, threatened before the
Employment Matters; Labor Relations. (a) The Company has provided to Buyer a true and complete list of the name of each officer and key employee of the Company and its Subsidiaries as of the date of this Agreement, together with each such person’s position or function, annual base salary or wages and any incentive or bonus arrangement with respect to such person in effect on such date.
(b) Except as set forth in Schedule 5.10(b) of the Disclosure Schedules, there is not in existence, nor has there been within the 12 months prior to the date hereof, any pending or, to the Knowledge of the Company, threatened (i) material strike, slowdown, stoppage, picketing, interruption of work, lockout or any other dispute or controversy with or involving a labor organization or with respect to unionization or collective bargaining, (ii) any labor-related organizational effort, election activities, or request or demand for negotiations, recognition or representation, (iii) any arbitration, administrative hearing, formal claim of unfair labor practice, other union- or labor-related Action against the Company or any of its Subsidiaries or (iv) any Action filed by a union requesting management and administration of a collective bargaining agreement.
(c) Except as set forth in Schedule 5.10(c) of the Disclosure Schedules, as of the date of this Agreement and for the 12 months preceding such date, none of the Company or any of its Subsidiaries is, or within such period has been, a party to or bound by any collective bargaining agreement, other agreement or understanding, work rules or practice, or arbitration award with any labor union or any other similar organization and, to the Knowledge of the Company, there are no labor unions or other similar organizations or groups representing, purporting to represent or attempting to represent any employees employed by the Company or any of its Subsidiaries.
(d) Except as set forth in Schedule 5.10(d) of the Disclosure Schedules or as required by applicable Law, the consummation of the transactions contemplated by this Agreement will not (either alone or together with any other event) entitle any employee of the Company or any of its Subsidiaries to any material severance, change of control or other similar pay or benefits under, or accelerate the time of payment or vesting or trigger any material payment of funding of compensation or benefits under, or materially increase the amount payable or trigger any other material obligation pursuant to, any Employee Plan.
(e) Ex...
Employment Matters; Labor Relations. Neither the Company nor its Subsidiaries is or, in the past three years, has been a party to any collective bargaining agreement or employs any member of a union in such person’s capacity as a union member or to perform union labor work. The Company and its Subsidiaries believe that its relations with its employees are generally good and no union organizing activities are taking place. No executive officer of the Company or any of the Subsidiaries has notified the Company or the Subsidiaries that such officer intends to leave the Company or the Subsidiaries or otherwise terminate such officer’s employment. No executive officer of the Company or any of its Subsidiaries, to the Knowledge of the Company, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant. Each of the Company and its Subsidiaries is in material compliance with all federal, state, local and foreign laws and regulations with respect to labor, employment and employment practices and benefits, including terms and conditions of employment and wages and hours, tax withholding and reporting, prohibited discrimination, pay equity, equal employment, fair employment practices, safety and health, advance notice for termination of employment including the WARN Act and similar state Laws and immigration status.
Employment Matters; Labor Relations. (a) Schedule 4.24(a) of the Disclosure Schedules contains a complete and accurate list of the following information for each employee or director of, or consultant to, the Company: (i) name; (ii) all compensation (including all salary, bonuses, deferred or contingent compensation, pension, “golden parachute” and other similar benefits paid or payable (in cash or otherwise)) during each of the last two (2) fiscal years and for the current fiscal year, (iii) accrued vacation, (iv) date of hire and (v) a description of position and job function.
(b) Schedule 4.24(b) of the Disclosure Schedules contains a complete and accurate list of all employment, consulting, severance, termination, indemnification or other similar agreements of any nature (whether in writing or not) between the Company and any current or former stockholder, officer, director, employee or consultant of or to the Company. Except as set forth in Schedule 4.24(b) of the Disclosure Schedules, no individual will accrue or receive additional benefits, service or accelerated rights to payments under any Employee Plan or any of the agreements set forth in Schedule 4.24(b) of the Disclosure Schedules, including the right to receive any parachute payment, as defined in Section 280G of the Code, or become entitled to severance, termination allowance or similar payments as a result of the transactions contemplated by this Agreement and the other Documents.
(c) Schedule 4.24(c) of the Disclosure Schedules sets forth a true and complete list of (i) each current or former employee, officer, director or investor of the Company who holds, any option, warrant or other right to purchase shares of capital stock of the Company, together with the number of shares subject to such option, warrant or right, the date of grant or issuance of such option, warrant or right, the extent to which such option, warrant or right is vested and/or exercisable, the exercise price of such option, warrant or right, whether such option is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of each such option, warrant and right and (ii) the total number of such options, warrants and rights. True, complete and correct copies of each agreement (including all amendments and modifications thereto) between the Company and each holder of such options, warrants and rights relating to the same have been furnished to the Purchaser and are listed in Schedule 4.24(c) of t...
Employment Matters; Labor Relations
