Employment Matters. (a) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council. As of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008. (b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (“Employment Practices”). (c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there are no material Proceedings pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made. (d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay). (e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period. (f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
Appears in 2 contracts
Samples: Merger Agreement (Celgene Corp /De/), Merger Agreement (Abraxis BioScience, Inc.)
Employment Matters. (a) Neither For the past three (3) years, each Digital Colony Company nor any of its Subsidiaries has complied and is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council. As of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practicesrelating to labor, harassment, discrimination, retaliation, terms and conditions of employment, immigrationand personnel (including provisions thereof relating to employment or labor standards, wages, overtime, hours, equal opportunity, collective bargaining, industrial relations, affirmative action, workers’ compensation, long term disabilityworkplace safety, occupational health and safety, plant closingspay equity, compensation and benefitsemployment or unemployment insurance, wages and hours, proper classification of employees and independent contractors, immigration and the withholding and payment of social security or old age security and other Taxes (“Employment Practices”Taxes).
(c) Except as indicated in Section 3.11(c) , none of the Disclosure Schedulethem is liable for any material assessments, (i) there penalties or other sums for failing to comply with any such Laws, and none of them has knowledge that it has any labor-relations problems. No union organizing or decertification activities are no material Proceedings pending underway or, to the Knowledge knowledge of the CompanyDigital Colony Companies, threatened threatened, or have occurred within the past three (3) years, and no Digital Colony Company has made any commitments to, entered into any collective bargaining agreements with, or conducted negotiations with any labor union or employee association with respect to any employees of the Digital Colony Companies. No strike, slowdown, work stoppage or slowdown, lockout or other material dispute or disruption involving or affecting the employees of the Digital Colony Companies is underway or threatened, and no such dispute or disruption has occurred within the past three (3) years. Within the past two (2) years, no member of the Colony Capital Group has implemented any individuals providing services plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act, as an well as any similar foreign, state, or local Law.
(b) (i) No director, officer, partner, member or employee at the level of “managing director” (including the Managing Directors) of the Digital Colony Companies is or independent contractor has ever been subject to any allegations of sexual harassment made in writing to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”)Digital Colony Companies, group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pendingDigital Colony Company, or to the Knowledge of the CompanyDigital Colony Companies, threateneddirector, before officer, partner, member or employee at the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department level of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker “managing director” (including vacation, sick leave, other paid time off or severance pay).
(ethe Management Directors) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and has settled any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any allegations of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” sexual harassment within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and last three (iii3) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day periodyears.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
Appears in 2 contracts
Samples: Investment Agreement (Colony Capital, Inc.), Investment Agreement (Colony Capital, Inc.)
Employment Matters. (a) Neither Seller is not currently in material Breach of, and during the Company nor period from December 1, 2015 to the Agreement Date, Seller has not materially Breached, any applicable Law concerning employment, employment practices and employee rights, or the calculation and payment of its Subsidiaries is a party wages (including all applicable Laws concerning terms and conditions of employment, employment classifications (as to any collective bargaining agreement both classification as an employee as well as classification as an exempt or any other non-exempt employee), minimum wage, overtime, pay deductions, hours of work, termination, equal employment opportunity, discrimination, disability rights or benefits, affirmative action, employee leave issues, child labor-, immigration, health and safety, plant closures and layoffs, workers’ compensation, unemployment, the payment of employment related agreement with any Taxes and labor union, relations and unfair labor organization or works council. As of the date of this Agreement, (ipractices) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company Business Employees, and during the period from December 1, 2015 to the Agreement Date, no Authority or other Person has given written notice or alleged in writing to Seller that Seller has or may have Breached any such Law relating to the employment of its Subsidiaries presently pending the Business Employees.
(b) During the period from December 1, 2015 to the Agreement Date, there have been no actual or, to the Knowledge of the CompanySeller, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikesmaterial work stoppages, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage labor strikes or other material labor difficulty disputes involving its employees since January any Business Employee. To the Knowledge of Seller, during the period from December 1, 2008.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices2015 to the Agreement Date, harassmentthere has been no attempt to form any labor union, discriminationlabor organization, retaliationtrade union, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification works council or similar organization or association of employees and independent contractors, and in relation to the payment of social security and other Taxes (“Employment Practices”)Business.
(c) Except as indicated in Section 3.11(c) of the Disclosure ScheduleSeller, (i) there are no material Proceedings pending or, with respect to the Knowledge Business Employees, is not a party to, bound by or subject to (and no assets or properties of the Company, threatened involving any individuals providing services as an employee or independent contractor Seller related to the Company and/or Business are bound by or subject to) any of its Subsidiaries (collectively “Worker” labor agreement or “Workers”)collective bargaining agreement. No Business Employee is represented by any labor union, group of Workerslabor organization, trade union or individual and (ii) there are no material Proceedings relating works council with respect to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being madetheir employment by Seller.
(d) To the Knowledge Listed on Schedule 4.13(d) of the CompanySeller Disclosure Schedules is each Person who, neither as of the Company nor any of its Subsidiaries are delinquent in any material payments Agreement Date, primarily provides service to any Seller with respect to the Business (the “Business Employees”), together with their title, exempt/non-exempt status under the Fair Labor Standards Act, current salary or former Worker for any wageshourly rate, salarieshire date, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay)and bonus rate.
(e) (iListed on Schedule 4.13(e) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, Seller Disclosure Schedules is each individual Person performing services with respect to the Knowledge of the CompanyBusiness as an independent contractor or leased employee, no which independent contractor or leased employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersproperly classified.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Nevada Gold & Casinos Inc)
Employment Matters. (ai) Neither the Company Borrower nor any of its Subsidiaries is a party to or has ever been bound by any union contract or collective bargaining agreement and no labor union or works council or similar labor organization or representative body represents any Business Employee. There is no material activity or proceeding by any labor union or representative thereof to organize any Business Employee. There are no controversies, strikes, slowdowns, work stoppages or any other labor-related agreement with material labor disputes involving any labor unionBusiness Employee pending or, labor organization or works council. As to the knowledge of the date of this AgreementBorrower, (i) threatened in writing, nor have there been any such controversies, strikes, slowdowns or work stoppages in the past three years. There are no such agreement is presently being negotiated by grievances or unfair labor practice complaints pending against the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company Borrower or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with before the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities Governmental Entity with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008Business Employee.
(bii) The Company Except as would not reasonably be expected to have a Material Adverse Effect, the Borrower and its Subsidiaries are are, and have been for the past three years, in compliance in all material respects i with all applicable Laws respecting employment and relating to labor, employment, fair employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there are no material Proceedings complaints, lawsuits, arbitrations, administrative proceedings, or other proceedings pending or, to the Knowledge knowledge of the CompanyBorrower, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority in writing against the Company Borrower or any of its Subsidiaries pertaining brought by or on behalf of any applicant for employment, any current or former employee, any person alleging to be a current or former employee, any class of the foregoing, or any Governmental Entity, relating to any Workersuch Law, noror alleging breach of any express or implied contract of employment, to wrongful termination of employment, or any other discriminatory, wrongful or tortious conduct in connection with the Knowledge of the Company, are there any facts or circumstances which employment relationship.
(iii) Except as would not reasonably be expected to give rise to such have a claim being made.
(d) To the Knowledge Material Adverse Effect, all of the Companyindependent contractors and service providers of the Borrower and its Subsidiaries are and have been rightly classified as independent contractors and, to the knowledge of the Borrower, (i) no contractor, freelancer or consultant has claimed to be an employee of the Borrower or its Subsidiaries within the last five years prior to the date hereof and (ii) neither the Company Borrower nor any of its Subsidiaries are delinquent employs any independent contractor, freelancer or consultant who is in any material payments to any current fact a disguised employee (Scheinselbstständiger) under the applicable Laws of the Borrower or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay)respective Subsidiary’s jurisdiction.
(eiv) (iSchedule 4(bb)(iv)(1) The Company sets forth a complete and its Subsidiaries are in compliance in correct list of all material respects with officers and directors of the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) Borrower and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning Subsidiary of the WARN Act Borrower by: name; title or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and position; status (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreementpart-time, to the Knowledge of the Companyfull-time, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreementexempt, non-disclosure exempt, etc.); whether paid on a salaried, hourly or confidentiality agreement with other basis; current base salary or wage rate; current target bonus; start date; service reference date (if different from the Company start date); work location (city and state); vacation entitlement formula; amount of accrued but unused vacation; and an indication of whether or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any not such employee to be employed by or provide services to the Company or any is on leave of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersabsence.
Appears in 2 contracts
Samples: Loan Agreement (Centogene N.V.), Loan Agreement (Centogene N.V.)
Employment Matters. (a) Neither Except as set forth on Section 3.27 of the Schedules, the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council. As of and during the date of this Agreement, last five (i5) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council years has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries are been in compliance in all material respects with all Laws respecting applicable Laws, contracts, policies, plans and programs relating to employment and employment practices, harassmentincluding those relating to wages, discriminationhours, retaliationcollective bargaining, terms and conditions of employment, immigrationunemployment insurance, workers’ compensation, long term disabilityequal employment opportunity, discrimination, harassment and retaliation, the reporting, withholding and payment of Taxes, occupational safetysafety and health, plant closingsfamily and medical leave, compensation and benefitsimmigration. Except as set forth in Section 3.27 of the Schedules, wages (a) the Company is not a party to or bound by any collective bargaining agreement, contract or legally binding commitment to any labor union or employee organization or group in respect of or affecting employees, (b) the Company is not currently engaged in, or has any obligation to engage in, any negotiation with any labor union or employee organization, (c) the Company has not engaged in any unfair labor practice within the meaning of the National Labor Relations Act, and hoursthere is no pending or, proper classification to Sellers’ Knowledge, threatened complaint regarding any alleged unfair labor practices as so defined, (d) there is no, and during the past five (5) years there has been no, strike, labor dispute, work slowdown or stoppage pending or, to Sellers’ Knowledge, threatened against the Company, (e) there is no grievance or arbitration proceeding arising out of or under any collective bargaining agreement which is pending or, to Sellers’ Knowledge, threatened against the Company, (f) the Company is not nor has been the subject of any union organization effort, (g) all current and former employees of the Company have been properly classified and compensated for all time worked in accordance with all applicable Laws and Employee Benefit Plans, (h) all current and former Contingent Workers have been properly classified as independent contractors, and the payment of social security and other Taxes (“Employment Practices”).
(c) Except consultants, leased employees or in a similar non-employee capacity, rather than as indicated in Section 3.11(c) employees of the Disclosure ScheduleCompany, for purposes of all applicable Laws and Company Benefit Plans, (i) there are no material Proceedings pending or, during the ninety (90)-day period prior to the Knowledge of the Companydate hereof, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have has not taken any action that would constitute constitutes a “mass layoff” or “plant closing” within the meaning of the WARN Act WARN, and no such action is currently planned or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States anticipated, and (iiij) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more all employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is are legally authorized to work in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.U.S.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (McBc Holdings, Inc.), Membership Interest Purchase Agreement
Employment Matters. (a) Neither the Company nor any of its Subsidiaries Company Subsidiary is a party to or otherwise bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is any other labor-related such contract or agreement with presently being negotiated, nor, to the knowledge of the Company, are there, any labor union, labor organization threatened or works councilpending union organizing activities or representation campaigns respecting any of the employees of the Company or any of the Company Subsidiaries. As of the date of this Agreement, (i) there is no such agreement is presently being negotiated by pending or, to the knowledge of the Company, threatened, labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to Subsidiaries. During the Company or any of its Subsidiaries presently pending or, to 180-day period preceding the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of CompanyClosing Date, there are will have been no labor union organizing activities with respect to any employees of “mass layoff” or “plant closing” as defined by the Company or its Subsidiaries Worker Adjustment and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, Retraining Notification Act or any similar activitystate, by employees of the Company local law or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008provincial law.
(b) The Company and its the Company Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment and all Laws respecting employment, immigrationincluding, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefitspay equity, wages and hours, proper classification hours of employees work and independent contractorsoccupational health and safety, and to the payment knowledge of social security and other Taxes (“Employment Practices”).the Company, there are no outstanding claims, charges, complaints, investigations or order under any such Laws;
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there are no material Proceedings pending or, No trade union has applied to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against have the Company or any of its the Company Subsidiaries pertaining to any Worker, nor, declared a related employer pursuant to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.Labour Relations Act (Ontario);
(d) To the Knowledge of the CompanyThere are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any of its Subsidiaries are delinquent Company Subsidiary has been reassessed in any material payments respect under such legislation during the past three (3) years and, to any current or former Worker for any wagesthe knowledge of the Company, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by no audit of the Company or any of its Subsidiaries Company Subsidiary is currently being performed pursuant to any current applicable workplace safety and insurance legislation. There are no claims or former Worker (including vacation, sick leave, other paid time off potential claims that may materially adversely affect the Company’s or severance pay)any of the Company Subsidiaries’ accident cost experience in respect of their business.
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither Neither the Company nor any of its Subsidiaries have taken Company Subsidiary has or reasonably anticipates any action direct or indirect liability that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any be material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company and the Company Subsidiaries taken as a whole with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersemployee leased from another employer.
Appears in 2 contracts
Samples: Merger Agreement (Encysive Pharmaceuticals Inc), Merger Agreement (Pfizer Inc)
Employment Matters. Except as set forth on Schedule 3.20: (a) Neither the Company nor any of its Subsidiaries Seller is not a party to or bound by any collective bargaining agreement or similar agreement; (b) during the three-year period preceding the date hereof, the Business has not experienced any other labor-related agreement with strikes, grievances or Claims of unfair labor practice; (c) Seller has no Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union, labor organization or works council. As of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding union with respect to the Company or any employees of its Subsidiaries the Business; (d) during the three-year period preceding the date hereof, there has not been, and there is not presently pending or existing or, to the Knowledge Seller’s Knowledge, threatened, any strike, work stoppage, labor arbitration or proceeding in respect of the Companygrievance of any employee, threatened in writing to be brought any application or complaint filed by an employee or union with the National Labor Relations Board or any comparable Governmental Entity, organizational activity or other labor relations tribunal dispute against the Business or authorityits premises; (e) no application for certification of a collective bargaining agent is pending or, to Seller’s Knowledge, threatened; (ivf) to the Knowledge there is no lockout of Company, there are no labor union organizing activities with respect to any employees of by the Company or its Subsidiaries and Business; (vg) there are no Claims currently pending or, to Seller’s Knowledge, threatened, labor strikesagainst Seller alleging the violation of any Laws relating to employment, slowdownsequal employment opportunity, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employmentnondiscrimination, immigration, workers’ compensationwages, long term disabilityhours, occupational safety, plant closings, compensation and benefits, wages and hourscollective bargaining, proper classification of employees and independent contractors, and the payment of social security and other Taxes similar Taxes, occupational safety and health and plant closing (collectively, “Employment PracticesLaws”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there are no material Proceedings pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company Claim whatsoever, whether based in tort, contract or Law, arising out of or relating in any way to a Person’s employment (actual or alleged), application for employment or termination of its Subsidiaries pertaining to any Worker, noremployment with Seller and, to the Knowledge of the CompanySeller’s Knowledge, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker is no basis for any wagessuch Claim; (h) Seller has not been found liable for the payment of Taxes, salariesfines, commissions, bonuses, penalties or other compensation amounts, however designated, for failure to comply with any Employment Laws, and, to the Seller’s Knowledge, there is no basis for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) such Liability; and (i) The Company Seller has paid all amounts of compensation due to its employees and its Subsidiaries are in compliance in all material respects with former employees and has properly withheld and reported Taxes on the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day periodsame.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ultralife Corp), Asset Purchase Agreement (Ultralife Corp)
Employment Matters. (a) Neither Seller has provided to Purchaser the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council. As of the date of this Agreement, following information for each Employee: (i) no such agreement is presently being negotiated by the Company full-time, part-time or any of its Subsidiariestemporary status, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certificationEmployee’s name and job title, (iii) there are no representation the Employee’s hourly rate of pay or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending orbase annual salary, to the Knowledge of the Companyas applicable, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, and (iv) to the Knowledge service date used for crediting length of Company, there are no labor union organizing activities with respect to any employees service for purposes of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008Seller’s benefit plans.
(b) The Company No Employee is covered by any collective bargaining agreement, and its Subsidiaries to Seller’s knowledge, no collective bargaining agreement is being negotiated. Seller has not received, and has no knowledge of, any demand for recognition, demand for bargaining or any petition for a representation election from any labor organization with respect to any Employee. There are, with respect to Employees, no employment agreements, severance, change of control, retention, guaranteed bonus contracts or other arrangements of any nature or benefit plans maintained by Seller which, either by their terms or operation of law, will be binding on Purchaser at any time after the Effective Time.
(c) With respect to the Employees, Seller has not, within the Ownership Period, experienced and, to the knowledge of Seller, there has not been threatened, any strike, work stoppage or slowdown or material lockout, picketing, leafleting, boycott, other labor dispute or union organization attempt. With respect to the Employees, to the knowledge of Seller, no causes of action, claims, charges or administrative investigations for wrongful discharge, violation of employment contract or employment claims based upon any state or federal Law, statute, public policy, order or regulation is pending or is threatened.
(d) Seller has paid in full to all Employees all wages, salaries, bonuses and commissions due and payable to such Employees by reason of their employment by Seller during the Ownership Period, except for any such failures to pay as are in compliance de minimis.
(e) During the Ownership Period, Seller has complied in all material respects with all Laws respecting laws relating to fair labor standards, wages, and hours (including payment for overtime), family and medical leave, employment discrimination (including discrimination based upon sex, pregnancy, marital status, age, race, national origin, ethnicity, sexual preference, disability, veteran status, religion or other classification protected by law or retaliation for exercise of rights under applicable Law), equal employment opportunity and employment practices, harassment, discrimination, retaliation, terms and conditions of employmentaffirmative action, immigration, workers’ compensation, long term disability, occupational workplace safety, employee privacy, protection of employee rights, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there are no material Proceedings pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee closings or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, workers’ compensation and plant closings, including the collection and payment of all obligations to promptly taxes and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day periodwithholdings.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (Green Bancorp, Inc.), Purchase and Assumption Agreement (Green Bancorp, Inc.)
Employment Matters. (a) Neither Section 3.21(a) of the Disclosure Schedule contains a list of all persons who are employees, consultants, or contractors of the Company nor any as of its Subsidiaries is the date hereof, 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 party description of the fringe benefits provided to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works councileach such individual as of the date hereof. As of the date of this Agreementhereof, (i) no such agreement is presently being negotiated by the Company all compensation, including wages, commissions and bonuses, payable to employees, consultants, or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand contractors of the Company for services performed on or any of its Subsidiaries for recognition prior to the date hereof have been paid in full (or certification, (iiiaccrued in full on the Closing Adjusted Working Capital Statement) and there are no representation outstanding agreements, understandings or certification proceedings or petitions seeking a representation proceeding with respect to commitments of the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company commissions, bonuses or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008increases in compensation.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractorsis not, and has not been for the payment of social security and past three years, a party to, bound by, or negotiating any collective bargaining agreement or other Taxes Contract with a union, works council or labor organization (collectively, “Employment PracticesUnion”).
(c) Except as indicated in Section 3.11(c) of , and there is not, and has not been for the Disclosure Schedulepast three years, (i) there are no material Proceedings pending or, any Union representing or purporting to the Knowledge represent any employee of the Company, threatened involving any individuals providing services as an employee and, to Seller’s Knowledge, no Union or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workersemployees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, other similar labor disruption or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against dispute affecting the Company or any of its Subsidiaries pertaining employees. The Company has no duty to bargain with any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being madeUnion.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (ic) The Company is and its Subsidiaries are has been in compliance in all material respects with the Worker Readjustment terms of the Contracts listed on Section 3.21(b) of the Disclosure Schedule and Notification Act (the “WARN Act”) (29 USC §2101) all applicable Laws pertaining to employment and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closingsemployment practices, including all obligations Laws relating to promptly 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 correctly furnish termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Company as consultants or contractors are properly treated as independent contractors under all notices required applicable Laws. All employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified in all material respects. Except as set forth in Section 3.21(c) of the Disclosure Schedule, there are no Actions against the Company pending, or to the Seller’s Knowledge, threatened to be given thereunder brought or filed, by or with any Governmental Authority or arbitrator in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 any current or more employees former applicant, employee, consultant, volunteer, intern or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge independent contractor of the Company, no employee of the Company including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment related matter arising under applicable Laws.
(d) The Company has complied in all material respects with regard to its obligations in the UK under the Transfer of its Subsidiaries is in violation in any material respect Undertakings (Protection of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersEmployment) Regulations (2006).
Appears in 1 contract
Employment Matters. (a) Neither the The Company nor any of its Subsidiaries is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council. As represents as of the date of this Agreementhereof, (i) no such agreement is presently being negotiated by the Company all compensation, including wages, commissions and bonuses, payable to employees, independent contractors or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand consultants of the Company for services performed on or any of its Subsidiaries for recognition prior to the date hereof have been paid in full (or certification, (iiiaccrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no representation outstanding agreements, understandings or certification proceedings or petitions seeking a representation proceeding with respect to commitments of the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company employment, compensation, commissions or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008bonuses.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractorsis not, and has not been for the payment of social security and other Taxes past three years, a party to, bound by, or negotiating any collective bargaining agreement with a labor organization (collectively, “Employment PracticesUnion”).
(c) Except as indicated in Section 3.11(c) of , and there is not, and has not been for the Disclosure Schedulepast three years, (i) there are no material Proceedings pending or, any Union representing or purporting to the Knowledge represent any employee of the Company, threatened involving any individuals providing services as an employee or independent contractor and, to the Company and/or any of its Subsidiaries (collectively “Worker” Company’s Knowledge, no Union or “Workers”), group of Workersemployees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, other similar labor disruption or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against dispute affecting the Company or any of its Subsidiaries employees. The Company has no duty to bargain with any Union.
(c) The Company is and has been in compliance with all applicable Laws pertaining to any Workeremployment and employment practices, norincluding 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 and unemployment insurance. All individuals characterized and treated by the Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified in all material respects. There are no Actions against the Company pending, or to the Knowledge Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Companyincluding, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representativeswithout limitation, any state dislocated worker unit claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and local government officials, hours or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability employment related matter arising under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day periodapplicable Laws.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
Appears in 1 contract
Samples: Securities Purchase Agreement (Society Pass Incorporated.)
Employment Matters. (a) The Company has previously provided to Xxxxx Brothers a true and complete list of all Company Business Employees, their location, rate of compensation (including any bonus, incentive, profit-sharing or other contingent payments), title, union affiliation (if any), exempt or non-exempt status, original date of hire and accrued fringe benefits (including vacation, sick, and personal leave benefits, severance benefits and amount of service credited for purposes of vesting and eligibility to participate in any benefit plans). The following are set forth on Schedule 3.12(a) with respect to the Company and its Subsidiaries:
(i) All non-competition, non-solicitation, confidentiality and/or proprietary information agreements to which any Company Business Employee, independent contractor or consultant is a party but to which the Company is not;
(ii) All handbooks, human resources or personnel policies, work rules, procedures, practices and plans of the Company, including but not limited to all affirmative action plans and all forms of employment applications; and
(iii) All XXX-0, XXXX-000, VETS-100A, or other reports of the Company filed with any federal, state or local government agency during the past three (3) years.
(b) Except as set forth on Schedule 3.12(b), (i) since January 1, 2009, no Company Business Employee whose termination of employment would have a Material Adverse Effect on the Company has terminated his or her employment, (ii) to the Knowledge of the Company, no Company Business Employee whose termination of employment would have a Material Adverse Effect on the Company is contemplating terminating his or her employment, and (iii) no Company Business Employee is employed by any entity other than the Company or a Subsidiary of the Company.
(c) Except as set forth on Schedule 3.12(c), no Company Business Employee is represented by any labor union. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council. As of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there dispute. There are no unfair labor union organizing activities with respect to any employees of the Company practice charges or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of complaints against the Company or any of its Subsidiaries has experienced relating to any strikeCompany Business Employees, lockout former employees or work stoppage labor unions that represent Company Business Employees pending or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries are threatened before the National Labor Relations Board or in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there Federal court. There are no material Proceedings pending or, to the Knowledge of the Company, threatened involving grievances relating to Company Business Employees or former employees who work or worked for the Company or any individuals providing services as an employee or independent contractor of its Subsidiaries. There is not now and there has not occurred, nor to the Knowledge of the Company and/or has there been threatened, a labor strike, picketing, petition for representation filed with the National Labor Relations Board, slowdown or work stoppage against the Company or any of its Subsidiaries or lockout instituted by the Company or any of its Subsidiaries involving any current facility or office of the Company or any of its Subsidiaries. To the Knowledge of the Company, no union is attempting to compel or persuade the Company or its Subsidiaries to recognize Company Business Employees or to organize any Company Business Employees, and no Company Business Employees are seeking to organize themselves into a union or similar organization for the purpose of collective bargaining. The Company and its Subsidiaries have performed all obligations, given all notices and obtained all Consents necessary under the collective bargaining agreements disclosed on Schedule 3.12(c) to consummate this Agreement.
(collectively “Worker” or “Workers”d) Except as set forth in Schedule 3.12(d), group of Workers(i) the Company and its Subsidiaries are now, and for the last five (5) years have been, in compliance with all federal, state and local laws, regulations and ordinances related to employment and employment practices, except for any failures to comply that, individually or individual in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and (ii) there are is no material Proceedings relating to any Employment Practices pendingpending or, or to the Knowledge of the Company, threatened, before and for the Equal Employment Opportunity Commissionlast five (5) years there has been no, the National Labor Relations Boardclaim, the U.S. Department investigation, complaint, suit, consent decree, injunction, order of Laborany court, the U.S. Occupational Health and Safety Administrationagency, the Workers Compensation Appeals Board, commission or any other Governmental Authority against or proceeding of any kind by or related to any federal, state and local laws, regulations and ordinances related to employment and employment practices, including but not limited to laws, regulations and ordinances related to: (i) hours of work, meal and rest periods, time collection and payment of wages or compensation and overtime compensation, including without limitation the Company Fair Labor Standards Act; (ii) equal employment opportunity, including the obligation not to discriminate on the basis of age, race, color, sex (including sexual harassment), religion, creed, national origin, ancestry, citizenship, military status, veteran status, disability, sexual preference or orientation, gender identity, marital status, genetic information, or any of its Subsidiaries pertaining other status protected by federal, state or local law, and the obligation not to any Workerengage in retaliation; (iii) health and safety, nor, including but not limited to the Knowledge Occupational Safety and Health Act; (iv) family, medical and military leave obligations; (v) mass layoff and plant closings, including but not limited to the Worker Adjustment and Retraining Notification Act; (vi) collective bargaining, including without limitation the National Labor Relations Act; (vii) business ethics; (viii) any whistleblower protection or public policy, including the Whistleblower Protection Act, the False Claims Act; (ix) the payment of social security, unemployment and similar Taxes; (x) unemployment compensation; (xii) government contractor and subcontractor obligations, including but not limited to obligations under Executive Order 11246 and related regulations; and (xii) the Companyhiring and retention of Company Business Employees with a right to work in the U.S. (including all record keeping requirements under the Immigration Reform and Control Act of 1986, are there as amended), except in each case for any facts claims, investigation, complaints, suits, consent decrees, injunctions or circumstances which orders that, individually or in the aggregate, would not reasonably be expected to give rise to such have a claim being made.
(d) To the Knowledge of Material Adverse Effect on the Company. Except as set forth on Schedule 3.12(d), neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current is now, or former Worker during the last five (5) years has been, liable for any arrears in wages, salaries, commissions, bonusescompensation of any kind, or other compensation any Taxes or penalties for failure to comply with any of the foregoing, except for any liabilities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company.
(e) Except as disclosed in Schedule 3.12(e), all individuals who are performing or have performed consulting or other services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current Subsidiaries, whether as consultants, independent contractors, agents or former Worker (including vacationotherwise, sick leave, other paid time off are or severance pay).
(e) (i) The were correctly classified by the Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the as either “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoffindependent contractors” or “plant closingemployees,” within as the meaning case may be, and, at the Closing, will qualify for such classification under all Requirements of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States Law; and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreementthere are no pending or, to the Knowledge of the Company, no employee of threatened claims against the Company or any of its Subsidiaries is in violation in any material respect by or on behalf of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer such individual relating to the right classification of such individual, or investigation, audit or other proceeding relating to such an individual or individuals, by any such employee to be employed by or provide services Governmental Authority with respect to the Company or any classification of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of otherssuch individuals.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (COHEN & Co INC.)
Employment Matters. Except as would not reasonably be expected to have a Material Adverse Effect:
(a) Neither Except as set forth on Schedule 4.13(a), (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement CBA (including agreements with works councils and trade unions and side letters), or any other labor-related agreement with any labor union, labor organization is negotiating or works council. As of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, required to negotiate a CBA; (ii) no labor union, labor organization or works council has made a pending demand employees of the Company or any of its Subsidiaries are represented by any labor or trade union, works council, or other labor organization with respect to their employment; (iii) in the past three (3) years, no labor or trade union, works council, other labor organization, or group of employees of the Company or any of its Subsidiaries has made a demand for recognition or certification, (iii) and there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, ; (iv) to in the Knowledge of Companypast three (3) years, there are have been no labor union actual or threatened organizing activities with respect to any employees of the Company or any of its Subsidiaries Subsidiaries, and no such activities are currently pending or threatened; (v) in the past three (3) years, there are has been no threatenedactual or threatened strike, labor strikes, slowdownslockout, work stoppagesstoppage, lockoutsslowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration or other material labor dispute against or affecting the Company or any similar activityof its Subsidiaries, by and no such dispute is currently pending or threatened; and (vi) with respect to the Transactions, the Company and its Subsidiaries have satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ Representatives under applicable Law and any CBA.
(b) Over the past three (3) years (i) no employee of the Company or its Subsidiaries has made allegations of sexual harassment, sexual misconduct or other harassment against any officer, director or key employee of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there are no material Proceedings pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken entered into any action that would constitute a “mass layoff” settlement agreement related to sexual harassment, sexual misconduct or “plant closing” within the meaning other harassment by or against any current or former employee, independent contractor, director or officer of the WARN Act Company or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and its Subsidiaries.
(iiic) neither Neither the Company nor any of its Subsidiaries have taken is a party to or has received an active written threat or, an oral threat, of any action that resulted in the termination Action brought by on or on behalf of any applicant, any former or current employee, any former or current individual or sole proprietor independent contractor relating to any labor or employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee matters of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Subsidiaries.
(d) The Company or any of and its Subsidiaries or non-competition agreementare, non-solicitation agreement or any restrictive covenant and for the past (3) three years have been, in compliance with a former employer all Laws relating to the right labor and/or employment, including Laws regarding hiring, background checks, trainings, notices, immigration, authorization to work, health and safety, wages, hours, classification of exempt employees, classification of independent contractors, harassment, discrimination, retaliation, accommodations, disability rights or benefits, plant closings and mass layoffs, workers’ compensation, labor relations, leaves of absences, time off, COVID-19, affirmative action, unemployment insurance and/or termination of employment other than any such employee failure to be employed by or provide services so comply not reasonably likely to result in material liability to the Company and its Subsidiaries.
(e) The Company and its Subsidiaries have not, in the past three (3) years, experienced or implemented a “plant closing” or “mass layoff” as defined in the Worker Adjustment and Retraining Notification Act or any of similar foreign, state or local Law (each a “WARN Act”) or other event requiring notice under a WARN Act. In the six (6) month period immediately prior to the date hereof, the Company and its Subsidiaries because have not carried out any temporary layoffs, furloughs, or material reductions in hours of work that, if continued for six (6) months, alone or in the nature of the business conducted aggregate with any other “employment loss” (as defined under any WARN Act), could reasonably be expected to constitute a “plant closing” or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others“mass layoff” under any WARN Act.
Appears in 1 contract
Employment Matters. (a) Neither Except as set forth on Schedule 4.13(a), (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement CBA (including agreements with works councils and trade unions and side letters), or any other labor-related agreement with any labor union, labor organization is negotiating or works council. As of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, required to negotiate a CBA; (ii) no labor union, labor organization or works council has made a pending demand employees of the Company or any of its Subsidiaries are represented by any labor or trade union, works council, or other labor organization with respect to their employment; (iii) in the past three (3) years, no labor or trade union, works council, other labor organization, or group of employees of the Company or any of its Subsidiaries has made a demand for recognition or certification, (iii) and there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, ; (iv) to in the Knowledge of Companypast three (3) years, there are have been no labor union actual or threatened organizing activities with respect to any employees of the Company or any of its Subsidiaries Subsidiaries, and no such activities are currently pending or threatened; (v) in the past three (3) years, there are has been no threatenedactual or threatened strike, labor strikes, slowdownslockout, work stoppagesstoppage, lockoutsslowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration or any similar activity, by employees of the Company other material labor dispute against or its Subsidiaries. None of affecting the Company or any of its Subsidiaries, and no such dispute is currently pending or threatened; and (vi) with respect to the Transactions, the Company and its Subsidiaries has experienced any strikehave satisfied all notice, lockout or work stoppage bargaining, consent, consultation or other material labor difficulty involving obligations to its employees since January 1, 2008and employees’ representatives under applicable Law and any CBA.
(b) Except as set forth on Schedule 4.13(b) or as required by applicable Law in any non-US jurisdictions where the Company or its Subsidiaries have operations or employees, there are no material Company Benefit Plans. The Company has provided to Acquiror with respect to each Company Benefit Plan: (i) true, correct and its Subsidiaries are complete copies of such Company Benefit Plan, or with respect to any unwritten Company Benefit Plan, a written description of all material terms thereof, and any award documentation thereunder, (ii) the most recent determination, option or advisory letter received from the Internal Revenue Service, if any, (iii) the Form 5500 annual report and the financial statements and actuarial summary or other valuation reports prepared with respect thereto in the past three (3) years, (iv) each trust, insurance, annuity, stop-loss or other funding Contract or arrangement related thereto, (v) the most recent summary plan description and any summaries of material modification with respect thereto, (vi) discrimination or similar testing (and evidence of corrective action related thereto) for the past three (3) years, and (vii) all material non-routine correspondence or communications relating thereto with any Governmental Authority or participant within the past three (3) years.
(c) With respect to each Company Benefit Plan: (i) such Company Benefit Plan has been maintained, operated and administered in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, its terms and conditions with the requirements of employmentapplicable Law, immigrationincluding the Code and ERISA, workers’ compensation(ii) all contributions or payments due to date have been made timely and in compliance with the terms of such Company Benefit Plan and applicable Law, long term disabilityor if not yet due, occupational safetyproperly accrued (to the extent required or appropriate to be accrued in accordance with GAAP or otherwise in the ordinary course of business), plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors(iii) no failure to pay premiums due or payable with respect to insurance policies relating to such Company Benefit Plan has resulted in default under any such policies, and the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (iiv) there are no material Proceedings proceedings pending or, to the Knowledge of the Company, threatened against or involving such Company Benefit Plan brought by or on behalf of any individuals providing services as an current or former employee or independent contractor other service provider of the Company (or dependent or beneficiary thereof) or Governmental Authority (other than routine claims for benefits made in the ordinary course of business), in each case, except as could not reasonably be expected to result in material liability to the Company. Each Company and/or Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has received a favorable determination letter from the Internal Revenue Service or, with respect to a prototype or volume submitter plan, can rely on an opinion or advisory letter from the Internal Revenue Service to the prototype plan or volume submitter plan sponsor, as to its qualification and to the effect that the plan’s related trust is exempt from federal income taxes under Section 501(a) of the Code, and nothing has occurred that could reasonably be expected to result in the revocation of such favorable determination.
(d) Neither the Company nor any ERISA Affiliate maintains, sponsors, contributes to or been obligated to contribute to (or has ever maintained, sponsored or contributed to or been obligated to contribute to) or has any Obligation with respect to, (i) any employee benefit plan that is subject to Title IV of ERISA, (ii) any Multiemployer Plan, (iii) any multiple employer plan (as defined in Section 413(c) of the Code), (iv) any voluntary employees’ beneficiary association described under Section 501(c)(9) of the Code or any “funded welfare plan” within the meaning of Section 419 of the Code, or (v) any multiple employer welfare arrangement (as defined under Section 3(40) of ERISA).
(e) Each Company Benefit Plan that provides deferred compensation subject to Section 409A of the Code satisfies, in form and operation, the requirements of Section 409 of the Code and the guidance thereunder. No current or former employee or other service provider of the Company is entitled to receive any gross-up or additional payment in connection with any Tax (including those imposed under Section 409A or Section 4999 of the Code).
(f) No Company Benefit Plan, fiduciary of such plan or administrator of such plan has taken any action, or failed to take any action, which action or failure could subject Acquiror or any of its Subsidiaries (collectively “Worker” or “Workers”), group of WorkersAffiliates, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, current or to the Knowledge former employee or other service provider of the Company, threatenedto any Tax, before the Equal Employment Opportunity Commissionfine, lien, penalty or other Obligation imposed by ERISA, the National Labor Relations BoardCode or other applicable Laws (including any Obligation for breach of any fiduciary duty or any prohibited transaction as defined in Section 4975 of the Code, any Obligation pursuant to Section 502 of ERISA or any Tax imposed pursuant to Section 4976 of the Code), with respect to or in connection with any Company Benefit Plan. The Company is not bound by or otherwise subject to any agreement or Contract related to any Obligation under Section 4204 of ERISA.
(g) The Company does not provide (or has not at any time provided) or have any obligation to provide post-employment health, life or other welfare benefits, other than as required under Section 4980B of the Code (the full cost of which is borne by the applicable recipient of such benefits).
(h) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby, either alone or in combination with the occurrence of any other event, would be reasonably likely to result in (i) any material payment or benefit becoming due to, or a material increase in, or acceleration of the timing of payment, funding or vesting of, the U.S. Department compensation or benefits of, any current or former employee, officer, director or other individual service provider of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to Subsidiaries; or (ii) the receipt (whether in cash, property or the vesting of property) by any Worker, nor, to the Knowledge “disqualified individual” or any “parachute payment” (as such terms are defined in Section 280G of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being madeCode).
(di) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent Except as would not result in any material payments to any current or former Worker liability for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacationSubsidiaries, sick leave, other paid time off or severance pay).
(e) (i) The the Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and not subject to any applicable state laws fines, Taxes, interest, or other Laws regarding redundanciespenalties levied by any Governmental Authority for any failure to pay or delinquency in paying any wages, reductions in forcesalaries, mass layoffswage premiums, commissions, bonuses, severance and termination payments, fees, and plant closingsother compensation that has come due and payable to its current or former employees and other service providers under applicable Laws, including all obligations to promptly Contract or Company policy.
(j) Over the past three (3) years (i) no employee of the Company or its Subsidiaries has made allegations of sexual harassment, sexual misconduct or other harassment against any officer or director of the Company or its Subsidiaries, and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken entered into any action that would constitute a “mass layoff” settlement agreement related to sexual harassment, sexual misconduct or “plant closing” within the meaning other harassment by any current or former employee, independent contractor, director or officer of the WARN Act Company or would otherwise trigger notice requirements its Subsidiaries.
(k) The Company has provided Acquiror a complete and accurate list of each employee employed by the Company or liability under any other comparable state or local law in of its Subsidiaries as of the United States date hereof and each such employee’s job title.
(iiil) Except as set forth on Schedule 4.13(l), neither the Company nor any of its Subsidiaries have taken is a party to or threatened with any action that resulted in the termination of Action involving any applicant, any former or current employee, any former or current individual or sole proprietor independent contractor, or otherwise relating to any labor or employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee matters of the Company or any of its Subsidiaries is that would reasonably be expected to result in violation a material liability to the Company.
(m) The Company and its Subsidiaries are, and for the past (3) three years have been, in compliance in all material respects with all Laws relating to labor and/or employment, including Laws regarding hiring, background checks, employee trainings and notices, immigration, authorization to work, notice, health and safety, wages and hours, classification of exempt employees, classification of independent contractors, harassment, discrimination, retaliation, accommodations, disability rights or benefits, plant closings and mass layoffs, workers’ compensation, labor relations, leaves of absences, time off, COVID-19, affirmative action, unemployment insurance, and/or termination of employment, except where such failure would not reasonably be expected to result in a material liability.
(n) The Company and its Subsidiaries have not, in the past three (3) years, experienced or implemented a “plant closing” or “mass layoff” as defined in the Worker Adjustment and Retraining Notification Act or any material respect of any term of any employment agreementsimilar foreign, non-disclosure state or confidentiality agreement with local law (each a “WARN Act”) or other event requiring notice under a WARN Act. In the six (6) month period immediately prior to the date hereof, the Company or any of and its Subsidiaries have not carried out any temporary layoffs, furloughs, or non-competition agreementmaterial reductions in hours of work that, non-solicitation agreement if continued for six (6) months, alone or in the aggregate with any restrictive covenant with other “employment loss” (as defined under any WARN Act) could reasonably be expected to constitute a former employer relating to the right of “plant closing” or “mass layoff” under any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersWARN Act.
Appears in 1 contract
Samples: Merger Agreement (10X Capital Venture Acquisition Corp. II)
Employment Matters. (a) Neither the Company nor There are no employment or consulting Contracts to which Parent or any of its Subsidiaries is a party or by which it is bound or otherwise has any present or future Liability other than as listed on Section 4.17 of the Parent Disclosure Schedule, true and complete copies (and any amendments thereto) of which have been Delivered to the Company. Parent and its Subsidiaries are not, and have not in the past five (5) years been, a party to any labor or collective bargaining agreement and there are no labor or any other labor-related agreement with any labor union, labor organization or works council. As collective bargaining agreements which pertain to employees of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company Parent or any of its Subsidiaries, (ii) . There are no labor union, labor organization or works council has made a pending demand organizing activities involving any employees of the Company Parent or any of its Subsidiaries for recognition pending or, to the Knowledge of Parent, threatened, with any labor organization or certificationgroup of employees of Parent or any of its Subsidiaries and there have not been, (iii) nor are there are no currently, any representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the CompanyParent, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authorityauthority relating to the employees of Parent or any of its Subsidiaries. There have not been in the past five (5) years and there are not currently any pending, (iv) or, to the Knowledge of CompanyParent, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdownsdisputes, walkouts, work stoppages, lockoutsslowdowns, demonstrations, leafleting, picketing, boycott, work-to-rule campaign, sit-in, sick-out, union election, governmental investigation or lockout involving any employees of Parent or any similar activity, by employees of the Company or its Subsidiaries. None There are no material unfair labor practice charges or complaints, grievances, arbitrations or arbitration demands, lawsuits or administrative or other proceedings pending or, to the Knowledge of Parent, threatened, by or on behalf of any employee or group of employees of Parent or any of its Subsidiaries, or brought or filed with any authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the Company employment or termination of service of any individual by Parent or any of its Subsidiaries has experienced or any strike, lockout basis for any of the foregoing. There are no material charges or work stoppage complaints alleging sexual or other material labor difficulty involving harassment or other discrimination by Parent, any of its Subsidiaries or any of their respective employees since January 1or agents pending or, 2008.
(b) The Company to the Knowledge of Parent, threatened, in each case against Parent or any of its Subsidiaries. Parent and its Subsidiaries are in compliance in all material respects with all Laws respecting governing the employment and employment practicesof labor, harassmentincluding all such Laws relating to wages, hours, collective bargaining, discrimination, retaliationcivil rights, terms safety and conditions health, labor relations, working conditions, employee scheduling, family and medical leave, employment and reemployment of employmentmembers of the uniformed services, immigrationemployment terminations, classification of Persons as independent contractors, workers’ compensation, long term compensation disability, occupational safety, plant closings, compensation and employee benefits, wages severance payments, unemployment and hoursthe collection and payment of withholding and/or Taxes due under the United States Old-Age, proper classification of employees and independent contractorsSurvivors, and the payment of social security Disability Insurance program, and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there are no material Proceedings pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company similar Taxes. Parent and its Subsidiaries are in compliance have complied in all material respects with the Worker Readjustment WARN and Notification Act (the “WARN Act”) (29 USC §2101) and have not incurred any applicable state laws Liability or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability obligation which remains unsatisfied under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day periodWARN.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
Appears in 1 contract
Employment Matters. (a) Neither To the Company nor extent permissible by law, Schedule 3.17(a) contains a true and complete list of all Business Employees (including any employee on leave of its Subsidiaries is a party to any collective bargaining agreement absence or any other labor-related agreement with any labor union, labor organization or works council. As layoff status) as of the date of this Agreement, including date of hire and engagement or seniority, which Schedule will be updated pursuant to Section 7.8.
(b) Except as expressly set forth on Schedule 3.17(b), the Asset Seller in respect of the Business and the Sold Companies have complied and remain in compliance in all material respects with all applicable Laws and their own policies relating to labor and employment matters, including fair employment practices, terms and conditions of employment, contractual obligations, consultation with employees, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, workers’ compensation, payment of social security and similar Taxes, employee termination (actual or constructive), occupational safety, plant closing, changes of operations, collective bargaining agreements, company-wide collective agreements, shop agreements, trade unions, work councils or similar agreements or practices.
(c) Except as set forth on Schedule 3.17(c), (i) no neither of the Asset Seller in respect of the Business nor the Sold Companies is a party to or bound by any collective bargaining agreement, company-wide collective agreement, shop agreement, trade union recognition agreements, agreements with work councils or similar agreements or practices applicable to the Business Employees, nor is any such Contract, agreement is or practice presently being negotiated by the Company or any of its Subsidiariescontemplated, (ii) to the Knowledge of Sellers, there is no unfair labor unionpractice charge, labor organization complaint or works council has made a investigation by any Person responsible for investigating or enforcing matters relating to unlawful discrimination pending demand or threatened against the Asset Seller in respect of the Company Business or any of its Subsidiaries for recognition or certificationthe Sold Companies, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of Sellers, neither of any of the Company, threatened Asset Seller in writing to be brought or filed with respect of the National Labor Relations Board or Business nor the Sold Companies have engaged in any other unfair labor relations tribunal or authoritypractice, (iv) to the Knowledge of CompanySellers, there are is no employment Law or labor union organizing activities with respect to relations suit, claim, charge, action, investigation, hearing or Proceeding pending or threatened against any employees of the Company Asset Seller in respect of the Business or its Subsidiaries the Sold Companies, and (v) within the past three (3) years there are no threatened, have not been any labor strikes, slowdowns, work stoppagesstoppages or lockouts in effect, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there are no material Proceedings pending or, to the Knowledge of the CompanySellers, threatened involving any individuals providing services as an employee against or independent contractor to otherwise affecting the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge Asset Seller in respect of the Company, threatened, before Business or the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) Sold Companies. To the Knowledge of the CompanySellers, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As as of the date of this Agreement, there is no existing union or attempt by organized labor to cause any of the Asset Seller or any Sold Company in respect of Business Employees to recognize any union or collective bargaining representative not previously recognized.
(d) The Asset Seller in respect of the Business and the Sold Companies are each in compliance with its respective obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), and any similar Law.
(e) To the Knowledge of the CompanySellers, no employee Schedule 3.17(e) contains a complete and accurate list of all of the Company or Seller Non-U.S. Benefit Plans and Transferred U.S. Plans and Contracts with respect to which any of its Subsidiaries is in violation in the Sold Companies or Sellers are a party or are otherwise bound that provide for any material respect change of any term control severance payments, retention payments or similar payments which will be triggered as a result of any employment agreement, non-disclosure or confidentiality agreement with the Company or any transactions contemplated by this Agreement (“Change of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating Control Payments”). Prior to the right date of any such employee this Agreement, Sellers have made available to be employed by Buyers complete and accurate copies of all Seller Non-U.S. Benefit Plans, Transferred U.S. Plans and Contracts providing for a material Change of Control Payment, employment and consulting agreements and other similar agreements or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersspecial arrangements.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Abbott Laboratories)
Employment Matters. The Corporation has made available to Parent for review a complete list of the Employees as of the date hereof, together with their current wages, salaries or hourly rates of pay and the date upon which each such Employee was first hired by the Corporation or any of its Subsidiaries. No Employee is on long-term disability leave, or receiving benefits pursuant to An Act Respecting Industrial Accidents and Occupational Diseases (aQuébec) Neither or similar workers’ compensation legislation in other jurisdictions.
(i) Except as disclosed in the Company Corporation’s Disclosure Statement, neither the Corporation nor any of its Subsidiaries is a party to any collective bargaining agreement Employment Contract, or written obligation providing for severance or termination payments or indemnities to any other labor-related agreement with any labor union, labor organization director or works council. As officer or senior executive of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company Corporation or any of its Subsidiaries, nor are there any management agreements, retention bonuses or Employment Contracts providing for cash or other compensation or benefits upon the consummation of the transaction contemplated by this Agreement.
(ii) no labor union, labor organization or works council has made a pending demand of Neither the Company or Corporation nor any of its Subsidiaries for recognition or certification(A) is a party to any Collective Agreement, (iiiB) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company knowledge of the Corporation, is subject to any application for certification or threatened or apparent union-organizing campaigns involving Employees, or (C) has any of its Subsidiaries presently current, pending or, to the Knowledge knowledge of the CompanyCorporation, threatened in writing to be brought strikes or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of and during the Company or its Subsidiaries. None of the Company or any of its Subsidiaries last five years and has experienced not suffered any strike, lockout or lockout, work stoppage or other material labor difficulty involving its employees since January 1labour dispute, 2008.
(bD) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and to the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) knowledge of the Disclosure ScheduleCorporation, (i) there are no material Proceedings pending has engaged in any unfair labour practices nor is subject to any, outstanding or, to the Knowledge knowledge of the CompanyCorporation, threatened involving unfair labour practices or complaints or applications of any individuals providing services as an employee or independent contractor to kind and there have not been any such proceedings within the Company and/or last five years, (E) has any of its Subsidiaries serious labour relations problems that would have a Material Adverse Effect, (collectively “Worker” or “Workers”)F) has any current, group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, pending or to the Knowledge knowledge of the CompanyCorporation, threatenedthreatened proceedings before any board or tribunal with respect to Employment Contracts, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(dG) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent has engaged in any material payments to plant closing or employee lay-off activities within the past five years that would violate or in any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by way subject the Company Corporation or any of its Subsidiaries to any current the group termination or former Worker (including vacation, sick leave, other paid time lay-off or severance pay)requirements of the applicable employment standards legislation. The Corporation materially complied with all existing Employment Contracts.
(eiii) (i) The Company Except as disclosed in the Corporation’s Disclosure Statement, the Corporation and its Subsidiaries are have operated in material compliance in with all material respects applicable laws with the Worker Readjustment respect to employment and Notification Act labour, including, but not limited to, employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights and labour relations (the “WARN ActEmployment Laws”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffsexcept to the extent that such failure to comply would not have a Material Adverse Effect, and plant closingsthere are no current, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancypending, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use knowledge of trade secrets the Corporation, threatened proceedings before any board or proprietary information of otherstribunal with respect to any Employment Laws which are material to the Corporation and which if adversely determined, would have a Material Adverse Effect.
Appears in 1 contract
Samples: Support Agreement (Stanley Works)
Employment Matters. (a) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council. As of the date of this AgreementExcept as disclosed in Schedule 3.15(a), (i) no such agreement is presently being negotiated by to Energy Steel’s and the Company or any of its SubsidiariesSeller’s knowledge, (ii) no labor unionEnergy Steel is, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries are 2005 has been, in compliance in all material respects with all Laws respecting relating to affirmative action, employment, equal employment and employment practicesopportunity, harassment, discrimination, retaliation, terms and conditions of employmentnondiscrimination, immigration, workers’ compensationwages, long term disabilityovertime, occupational safetyclassification of employees, plant closings, compensation and fringe benefits, wages wage supplements, hours or work, benefits, collective bargaining, the withholding and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes similar Taxes, occupational safety and health, employment termination, reductions in force or plant closings (collectively, “Employment PracticesLaws”) and with any contract or subcontract with any Governmental Entity or other Person; (ii) Energy Steel has not experienced any strikes, grievances or asserted or threatened Claims of unfair labor practice; (iii) Energy Steel has no knowledge of any organizational effort being made or threatened by or on behalf of any labor union with respect to any employees of Energy Steel; (iv) there has not been, and there is not pending or existing or to Energy Steel’s and the Seller’s knowledge, threatened, any strike, work stoppage, labor arbitration or proceeding in respect of the grievance of any employee, any application, complaint or unfair labor practice charge filed by an employee, union or works council with the National Labor Relations Board or any comparable Governmental Entity, organizational activity or other labor dispute against Energy Steel and the knowledge of Energy Steel and the Seller, there is no basis for any such grievance, charge or complaint; (v) no application for certification of a collective bargaining agent is pending or to Energy Steel’s or the Seller’s knowledge, threatened; (vi) there is no lockout of any employees by Energy Steel; (vii) Energy Steel has withheld from the wages and salaries of its employees as is required by law and is not liable for any arrears of wages or any tax or penalty in connection therewith; (viii) there are no Claims currently pending or to Energy Steel’s and the Seller’s knowledge threatened, against Energy Steel alleging the violation of any Employment Laws, or any other asserted or to Energy Steel’s and the Seller’s knowledge threatened Claim whatsoever, whether based in tort, contract or Law, arising out of or relating in any way to any Person’s employment (actual or alleged), application for employment or termination of employment with Energy Steel and to the knowledge of Energy Steel, there is no basis for any such Claim; (ix) no current or former employee of Energy Steel is owed by Energy Steel overtime pay (other than overtime pay for the current payroll period), wages or salary for any period other than the current payroll period, vacation, holiday or other time off or pay in lieu thereof (other than time off or pay in lieu thereof earned in respect to the current year); (x) Energy Steel is not, nor immediately after the Closing will be, liable for severance pay or any other payment of monies to any employee of Energy Steel as a result of the execution of this Agreement or Energy Steel’s performance of its terms, or for any other reason in any way related to the consummation of the transactions contemplated hereby, including any change of ownership of Energy Steel; and (xi) no Governmental Entity has found Energy Steel to be liable for the payment of Taxes, fines, penalties or other amounts, however designated, for failure to comply with any of Employment Laws.
(b) Schedule 3.15(b) contains a true and complete list, as of the date hereof, of all employees employed by Energy Steel, including each such employee’s (i) name, (ii) title, and (iii) current salary and other compensation arrangement (i.e. commission rate).
(c) Except Schedule 3.15(c) contains a true and complete list, as indicated in Section 3.11(c) of the Disclosure Scheduledate hereof of all consultants, non-employed technicians and other independent contractors who are providing services to Energy Steel (the “Independent Contractors”), including (i) there are no material Proceedings pending oreach such Independent Contractor’s name, to the Knowledge of the Company(ii) each Independent Contractor’s license number and expiration date therefore, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge type of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim services being madeprovided by each Independent Contractor.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
Appears in 1 contract
Employment Matters. (a) Neither the Company Except as set forth on Schedule 5.11(a), (i) neither of Acquiror nor any of its Subsidiaries Nxu Tech is a party to or bound by any collective bargaining agreement CBA (including agreements with works councils and trade unions and side letters), or any other labor-related agreement with any labor union, labor organization is negotiating or works council. As of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, required to negotiate a CBA; (ii) no employees of Acquiror or Nxu Tech are represented by any labor or trade union, works council, or other labor organization with respect to their employment; (iii) in the past three (3) years, no labor or trade union, works council council, other labor organization, or group of employees of Acquiror or Nxu Tech has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) and there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, ; (iv) to in the Knowledge of Companypast three (3) years, there are have been no labor union actual or threatened organizing activities with respect to any employees of the Company Acquiror or its Subsidiaries Nxu Tech and no such activities are currently pending or threatened; (v) in the past three (3) years, there are has been no threatenedactual or threatened strike, labor strikes, slowdownslockout, work stoppagesstoppage, lockoutsslowdown, or any similar activitypicketing, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strikehand billing, lockout or work stoppage unfair labor practice charge, material labor grievance, material labor arbitration or other material labor difficulty involving dispute against or affecting Acquiror or Nxu Tech, and no such dispute is currently pending or threatened; and (vi) with respect to the Transactions, each of Acquiror and Nxu Tech has satisfied all notice, bargaining, consent, consultation or other obligations to its employees since January 1, 2008and employees’ Representatives under applicable Law and any CBA.
(b) The Company Over the past three (3) years (i) no employee of Acquiror or Nxu Tech has made allegations of sexual harassment, sexual misconduct or other harassment against any officer, director or key employee of Acquiror or Nxu Tech, as applicable, and its Subsidiaries are (ii) neither Acquiror nor Nxu Tech has entered into any settlement agreement related to sexual harassment, sexual misconduct or other harassment by or against any current or former employee, independent contractor, director or officer of Acquiror or Nxu Tech, as applicable.
(c) Neither of Acquiror or Nxu Tech is a party to or has received an active written threat or, an oral threat, of any Action brought by on or on behalf of any applicant, any former or current employee, any former or current individual or sole proprietor independent contractor relating to any labor or employment matters of Acquiror or Nxu Tech, as applicable.
(d) Except as set forth in Schedule 5.11(d), each of Acquiror and Nxu Tech is, and for the past three (3) years has been, in compliance in all material respects with all Laws respecting employment relating to labor or employment, including Laws regarding terms and employment practicesconditions of employment, hiring, background checks, trainings, notices, immigration, authorization to work, health and safety, wages, hours, employee classification (for overtime purposes or as employee versus independent contractor), overtime (including the proper determination of regular pay and the treatment of bonuses), meal and rest periods, harassment, discrimination, retaliation, terms accommodations, disability rights or benefits, plant closings and conditions of employment, immigrationmass layoffs, workers’ compensation, long term disabilitylabor relations, occupational safetyleaves of absences, plant closingstime off, compensation and benefitsCOVID-19, wages and hoursaffirmative action, proper classification unemployment insurance and/or termination of employees and independent contractorsemployment other than any failure to so comply not reasonably likely to result in material liability to Acquiror or Nxu Tech, and the payment as applicable. Neither of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, Acquiror nor Nxu Tech has any actual or contingent liability with respect to (i) there are no material Proceedings pending orany misclassification of any person as an independent contractor rather than as an employee, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or rather than as an independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workerscontractor, or individual and as a non-employee when in fact employed, (ii) there are no material Proceedings relating to any Employment Practices pendingemployee or contractor leased from or staffed by another employer, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board(iii) any person currently or formerly classified as exempt from, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Workerotherwise not paid where required, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, overtime and minimum or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay)wages.
(e) Neither Acquiror nor Nxu Tech has, in the past three (i3) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the years, experienced or implemented a “WARN Act”) (29 USC §2101) and any applicable state laws plant closing” or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” as defined in the WARN Act or other event requiring notice under a WARN Act. In the six (6) month period immediately prior to the date hereof, neither Acquiror nor Nxu Tech has carried out any temporary layoffs, furloughs, or material reductions in hours of work that, if continued for six (6) months, alone or in the aggregate with any other “employment loss” (as defined under any WARN Act), could reasonably be expected to constitute a “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability “mass layoff” under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day periodWARN Act.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
Appears in 1 contract
Samples: Merger Agreement (Nxu, Inc.)
Employment Matters. (a) Neither Since December 31, 2003, no Acquired Company has materially Breached any applicable Law concerning employment, employment practices or the Company nor any calculation and payment of its Subsidiaries is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council. As of the date of this Agreement, wages (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries are in compliance in including all material respects with all applicable Laws respecting employment and employment practices, harassment, discrimination, retaliation, concerning terms and conditions of employment, overtime, hours of work, termination, equal employment opportunity, discrimination, disability rights or benefits, affirmative action, employee leave issues, child labor, immigration, health and safety, plant closures and layoffs, workers’ compensation, long term disabilityunemployment, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other employment related Taxes and labor relations and unfair labor practices), and no Person has alleged in writing to an Acquired Company (“Employment Practices”)or, to the Company’s knowledge, otherwise alleged) that an Acquired Company has or may have materially Breached any such Law.
(b) Since December 31, 2003, there have been no actual or, to the Company’s knowledge, threatened material work stoppages, slowdowns, lockouts, labor strikes or other material labor disputes involving any employees of an Acquired Company. To the Company’s knowledge, since December 31, 2003, there has been no attempt to form any labor union, labor organization, trade union, works council or similar organization or association of employees in relation to an Acquired Company.
(c) Except as indicated set forth in Section 3.11(c3.12(c) of the Company Disclosure Schedule, : (i) there no Acquired Company is a party to, bound by or subject to (and no assets or properties of an Acquired Company are no material Proceedings pending orbound by or subject to) any labor agreement, to the Knowledge of the Companycollective bargaining agreement, threatened involving any individuals providing services as an employee work rules or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workerspractices, or individual and any other labor-related agreements or arrangements with any labor union, labor organization, trade union or works council; (ii) there are no material Proceedings relating to any Employment Practices pendinglabor agreements, collective bargaining agreements, work rules or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Boardpractices, or any other Governmental Authority against the Company labor-related agreements or arrangements that pertain to any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge employees of the an Acquired Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States ; and (iii) neither the no employees of an Acquired Company nor are represented by any of its Subsidiaries have taken any action that resulted in the termination of labor union, labor organization, trade union or works council with respect to their employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day periodby an Acquired Company.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
Appears in 1 contract
Employment Matters. (a) Neither Section 3.21(a) of the Company nor Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of App Products as of the date hereof, including any employee who is on a leave of its Subsidiaries 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; and (iii) hire or retention date. Except as set forth in Section 3.21(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors or consultants of App Products 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 App Products with respect to any compensation, commissions, bonuses or fees.
(b) App Products is not, and App Products has never been, a party to or bound by any collective bargaining agreement or any other labor-related agreement Contract with any labor a union, works council or labor organization (collectively, “Union”); App Products is not, nor has it ever, negotiated any collective bargaining agreement or works councilother Contract with a Union; and there is not, and has never been, any Union representing or purporting to represent any employee of App Products, and, to Sellers’ Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. As of the date of this AgreementThere has never been, (i) no such agreement is presently being negotiated by the Company 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 App Products or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or App Products’ employees. App Products does not have any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding duty to bargain with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.Union.
(bc) The Company App Products is and its Subsidiaries are has been in compliance in all material respects with all applicable Laws respecting pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, discrimination, retaliation, terms and conditions of employmentreasonable 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, long term disabilityleaves of absence, occupational safetypaid sick leave unemployment insurance, plant closingslayoffs and terminations. All individuals characterized and treated by App Products as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of App Products classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified in all material respects. App Products is in compliance with and has complied with all immigration laws, compensation including Form I-9 requirements and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (“Employment Practices”).
(c) any applicable mandatory E-Verify obligations. Except as indicated set forth in Section 3.11(c3.21(c) of the Disclosure ScheduleSchedules, (i) there are no material Proceedings pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices Actions against App Products pending, or to the Knowledge of the CompanySellers’ Knowledge, threatenedthreatened to be brought or filed, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, by or with any other Governmental Authority against or arbitrator in connection with the Company or any employment of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wagesapplicant, salariesemployee, commissionsconsultant, bonusesvolunteer, intern or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any independent contractor of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.App Products.
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Employment Matters. (a) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council. As None of the date of this AgreementAcquired Companies currently employ, or have employed since January 1, 2017, any employees.
(i) no such None of the Acquired Companies is party to or bound by any Collective Bargaining Agreement or other similar labor agreement is presently being negotiated by with respect to the Company or any of its SubsidiariesBusiness Employees, (ii) no Business Employees are covered by any Collective Bargaining Agreement or other similar labor agreement or represented by any labor or trade union, labor organization or works council has made a pending demand of the Company or other employee representative body, in each case, with respect to their employment with Seller or any of its Subsidiaries for recognition or certificationAffiliates, (iii) to the Knowledge of Seller, there has not been any labor organizing activity by or with respect to any Business Employees and (iv) except as would not reasonably be expected to be material to the Business or the Acquired Companies, taken as a whole for the past three (3) years, there have not been any, and there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the CompanySeller, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authoritythreatened, (ivA) to labor disputes involving any of the Knowledge of CompanyAcquired Companies, there are no or (B) unfair labor union organizing activities practice charges, strikes, slowdowns or work stoppages by or with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (“Employment Practices”)Business Employees.
(c) Except as indicated in set forth on Section 3.11(c3.7(c) of the Seller Disclosure ScheduleSchedules, (i) there are Seller and its Affiliates, with respect to the Business Employees, and each of the Acquired Companies is in compliance, in all material respects, with all applicable local, state, federal and foreign Laws relating to employment and compensation and (ii) neither Seller nor any of its Affiliates, and no material Proceedings Acquired Company, has received notice of any pending or, to the Knowledge of the CompanySeller, threatened involving any individuals providing services as an employee charge, complaint, investigation, arbitration, mediation, proceeding, litigation or independent contractor audit with respect to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pendingAcquired Company’s or, or with respect to the Knowledge of the CompanyBusiness Employees, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company Seller’s or any of its Subsidiaries pertaining Affiliates’ material noncompliance with any applicable local, state, federal or foreign Laws relating to any Worker, nor, to the Knowledge of the Company, are there any facts employment or circumstances which would reasonably be expected to give rise to such a claim being madecompensation.
(d) To the Knowledge Section 3.7d) of the CompanySeller Disclosure Schedules contains a true and accurate list of the Business Employees as of the date hereof and the following information for each such employee as of the date hereof (collectively, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages“Business Employee Census”): (i) employee identification number, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (ii) geographic location (including vacationcity and state), sick leave(iii) employing legal entity, other paid (iv) active or leave status, (v) full-time off or severance pay)part-time status, (vi) job title, (vii) classification as “exempt” or “nonexempt” from applicable wage and hour laws, (viii) annual salary and, if applicable, hourly wage rate and target annual incentive compensation, and (ix) applicable visa or work authorization status.
(e) None of Seller, any of its Affiliates or the Acquired Companies is party to a settlement agreement with a Business Employee that involves allegations relating to sexual harassment or sexual misconduct by either (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representativesan officer of Seller, any state dislocated worker unit and local government officials, of its Affiliates or any other governmental authority, of the Acquired Companies or (ii) neither a Business Employee at the Company nor level of Vice President or above. To the Knowledge of Seller, in the past three (3) years, no allegations of sexual harassment or sexual misconduct have been made against any (A) officer of Seller or any of its Subsidiaries have taken any action that would constitute Affiliates with respect to or involving a “mass layoff” Business Employee or “plant closing” within the meaning (B) Business Employee at a level of the WARN Act Vice President or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day periodabove.
(f) As of the date of this Agreement, to To the Knowledge of the CompanySeller, no employee of the Company or any of its Subsidiaries Business Employee is in violation in of any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or nondisclosure agreement, non-competition agreement, non-solicitation agreement or any other agreement containing similar restrictive covenant obligations, in each case: (i) with Seller, any of its Affiliates or any of the Acquired Companies or (ii) with a former employer of any such Business Employee relating (A) to the right of any such employee Business Employee to be employed by or provide services to the Company Seller or any of its Subsidiaries because of the nature of the business conducted Affiliates or presently proposed to be conducted by it or (B) to the knowledge or use of trade secrets or proprietary information information.
(g) As of othersthe date hereof and since January 1, 2017, there are and have been no Company Plans. Section 3.7g) of the Seller Disclosure Schedules lists and separately identifies each material Seller Plan which is in effect as of the date hereof. With respect to each of the material Seller Plans in which Business Employees are eligible to participate, Seller has provided Buyer with a plan document or summary plan description of such material Seller Plan.
(h) Each Seller Plan that is intended to be qualified within the meaning of Section 401(a) of the Code has received a favorable determination letter as to its qualification or is covered by a prototype plan opinion letter.
(i) None of the Acquired Companies has ever maintained, sponsored, contributed to, or had an obligation to maintain, sponsor or contribute to, or has any Liability (including as a result of an ERISA Affiliate) under or with respect to (i) a “defined benefit plan,” as defined in Section 3(35) of ERISA, (ii) a pension plan subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, (iii) a “multiemployer plan,” as defined in Section 3(37) of ERISA, or (iv) a “multiple employer plan” (within the meaning of Section 413 of the Code).
(j) Neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated hereby will, either alone or in combination with another event: (i) result in (x) any severance, retention or change of control payment becoming due to any Business Employee or (y) acceleration of the time of payment or vesting, or material increase in the amount of compensation due to any such Business Employee (including funding of compensation or benefits through a trust or otherwise), (ii) require a “gross-up,” indemnification for, or payment to any individual for any Taxes imposed under Section 409A or Section 4999 of the Code or any other Taxes, or (iii) result in the payment of any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code.
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Employment Matters. (ai) Neither the Company None of GAA, ProMed CA, ProMed Asset nor any of its their respective Subsidiaries has entered into any written or oral agreement or understanding providing for severance or termination payments to any director, officer or employee in connection with the termination of their position or their employment as a direct result of a change in control of GAA, ProMed CA or ProMed Asset, as the case may be. None of GAA, ProMed CA, ProMed Asset nor any of their respective Subsidiaries has entered into a loan with any director, officer or employee of itself or any director, officer or employee of GAA. ProMed CA and ProMed Asset have provided a copy of each material employment agreement to FCR or have disclosed same in the GAA Disclosure Letter;
(ii) None of GAA, ProMed CA, ProMed Asset nor any of their respective Subsidiaries: (A) is a party to any collective bargaining agreement agreement; or (B) is subject to any other labor-related agreement with any labor union, labor organization or works council. As of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries application for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge knowledge of the CompanyGAA, threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement. To the knowledge of GAA, no fact or event exists that is likely to give rise to a change in writing this representation on or before the Effective Date;
(iii) None of GAA, ProMed CA, ProMed Asset nor any of their respective Subsidiaries is subject to be brought or filed with the National Labor Relations Board any claim for wrongful dismissal, constructive dismissal or any other labor relations tribunal tort claim, actual or, to the knowledge of GAA, threatened, or authorityany litigation actual, or, to the knowledge of GAA, threatened, relating to employment or termination of employment of employees or independent contractors; and
(iv) to the Knowledge of CompanyGAA, there are no labor union organizing activities ProMed CA, ProMed Asset and their respective Subsidiaries have operated, in all material respects, in accordance with all applicable Laws with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and labour, including employment practicesand labour standards, harassmentoccupational health and safety, discriminationemployment equity, retaliation, terms and conditions of employment, immigrationpay equity, workers’ compensation, long term disabilityhuman rights, occupational safety, plant closings, compensation labour relations and benefits, wages and hours, proper classification of employees and independent contractorsprivacy, and the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there are no material Proceedings pending orcurrent, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge knowledge of GAA, threatened proceedings before any board or tribunal with respect to any of the Companyareas listed herein, threatened, before except as disclosed in the Equal Employment Opportunity Commission, GAA Disclosure Letter or where the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining failure to any Worker, nor, to the Knowledge so operate would not have a Material Adverse Effect in respect of the CompanyGAA Group or the ProMed Group, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.as applicable;
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Employment Matters. (aExcept as set forth in Schedule 4.20(a) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council. As of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending orattached hereto, to the Knowledge best of the CompanySeller's knowledge, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries Seller and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries Parent are in compliance in all material respects with all Laws respecting federal, state and local laws, rules and regulations affecting employment and employment practicespractices of Seller and Parent relating to the School, harassment, discrimination, retaliation, including terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation employment discrimination and benefits, wages and hours, proper classification of employees and independent contractors, and neither Seller nor Parent is engaged in any unfair labor practices with respect to individuals employed by or providing services to Seller or Parent in connection with the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) operation of the Disclosure ScheduleSchool; neither Seller nor Parent is aware of, (i) nor has either of them received any written or other notice of, any complaints against Seller or Parent with respect to individuals employed by or providing services to Seller or Parent in connection with the operation of the School pending before the National Labor Relations Board or any similar state or local labor agency; there are no material Proceedings labor strikes, slow-downs or stoppages or other labor troubles pending or, to the Knowledge best of Seller's knowledge, threatened with respect to any individuals employed by or providing services to Seller or Parent in connection with operation of the Company, threatened involving any individuals providing services as an employee or independent contractor School; to the Company and/or any best of its Subsidiaries Seller's knowledge no labor organization activities have occurred with respect to such employees during the past three (collectively “Worker” or “Workers”), group of Workers, or individual and (ii3) years; there are no material Proceedings collective bargaining agreements binding on Seller or Parent relating to any Employment Practices pending, or the operation of the School; to the Knowledge best of Seller's knowledge, no grievances have been asserted by any labor organization against Seller or Parent with respect to individuals employed by or providing services to Seller or Parent in connection with the operation of the CompanySchool; and neither Seller nor Parent has experienced any work stoppage by such employees during the last three (3) years. Schedule 4.20(b) attached hereto contains a list of all employees of Seller and all material consultants to Seller or Parent (including, threatenedwithout limitation, before sales representatives and other recruiters), other than attorneys and accountants, who are employed or providing services in connection with the Equal Employment Opportunity Commissionoperation of the School including: name; length of service; job title; rate of base salary, bonuses and other incentive compensation; and identifying all contracts, agreements, commitments and arrangements, written or oral, with such employees or consultants. Sales representatives and other recruiters for the National Labor Relations BoardSchool, whether employed directly by or otherwise engaged by Seller or Parent, are licensed or registered in accordance with all applicable federal, state and local laws, rules and regulations. No such sales representative or other recruiter receives commissions, bonuses or other contingency payments based, directly or indirectly, on the U.S. Department enrollment of Laborstudents by such individual. True, the U.S. Occupational Health correct and Safety Administration, the Workers Compensation Appeals Board, complete copies of all agreements between Seller or any other Governmental Authority against the Company Parent and such employees or any consultants and all amendments thereto have been provided to Purchaser. Seller and Parent have performed all of its Subsidiaries pertaining to any Worker, northeir obligations under such agreements and are not in default or violation and, to the Knowledge best of Seller's knowledge, the Companyother parties thereto are not in default or violation, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being madethereunder.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
Appears in 1 contract
Employment Matters. The Corporation has made available to Parent for review a complete list of the Employees, together with their current wages, salaries or hourly rates of pay and the date upon which each such Employee was first hired by the Corporation or any of the Subsidiaries. Except as disclosed in the Corporation’s Disclosure Statement, no Employee is on long-term disability leave, or receiving benefits pursuant to the Workplace Safety and Insurance Act (aOntario) Neither or similar workers’ compensation legislation in other jurisdictions.
(i) Except as disclosed in the Company Corporation’s Disclosure Statement, neither the Corporation nor any of its Subsidiaries Subsidiary is a party to any collective bargaining agreement Employment Contract, obligation or understanding providing for severance or termination payments to, or any other labor-related employment agreement with with, any labor union, labor organization director or works council. As officer or senior executive of the date Corporation or any Subsidiary, nor are there any management agreements, retention bonuses or Employment Contracts providing for cash or other compensation or benefits upon the consummation of the transaction contemplated by this Agreement.
(ii) Except as disclosed in the Corporation’s Disclosure Statement, neither the Corporation nor any Subsidiary (A) is a party to any Collective Agreement, (iB) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect subject to any employees of the Company application for certification or its Subsidiaries and threatened or apparent union-organizing campaigns involving Employees, or (vC) there are no threatenedhas any current, labor strikes, slowdowns, work stoppages, pending or threatened strikes or lockouts, or any similar activity, by employees of and during the Company or its Subsidiaries. None of the Company or any of its Subsidiaries last five years has experienced not suffered any strike, lockout or lockout, work stoppage or other material labor difficulty involving its employees since January 1labour dispute, 2008(D) has engaged in any unfair labour practices nor is subject to any, outstanding or, to the knowledge of the Corporation, threatened unfair labour practices or complaints or applications of any kind and there have not been any such proceedings within the last five years, (E) is in violation of any material provision under any Collective Agreement, (F) has any grievances or pending arbitration cases outstanding, or has any serious labour relations problems that might materially affect the value of the Corporation or any Subsidiary or lead to an interruption of their respective operations at any location, and (G) has engaged in any plant closing or employee lay-off activities within the past five years that would violate or in any way subject the Corporation or any Subsidiary to the group termination or lay-off requirements of the applicable employment standards legislation.
(biii) The Company Except as disclosed in the Corporation’s Disclosure Statement, the Corporation and its the Subsidiaries are have operated in material compliance in all material respects with all Laws respecting applicable laws with respect to employment and labour, including, but not limited to, employment practicesand labour standards, harassmentoccupational health and safety, discriminationemployment equity, retaliation, terms and conditions of employment, immigrationpay equity, workers’ compensation, long term disability, occupational safety, plant closings, compensation human rights and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes labour relations (“Employment PracticesLaws”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) and there are no material Proceedings pending orcurrent, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge knowledge of the CompanyCorporation, threatenedthreatened proceedings before any board or tribunal with respect to any Employment Laws which are material to the Corporation. There are no outstanding decisions, before orders or settlements or pending settlements which place any material obligation upon the Equal Employment Opportunity Commission, Corporation or any Subsidiary to do or refrain from doing any act.
(iv) All current assessments under the National Labor Relations Board, Workplace Safety and Insurance Act (Ontario) in relation to the U.S. Department Corporation or any Subsidiary and all of Labor, their respective contractors and subcontractors have been paid or accrued and none of the U.S. Corporation or any of the Subsidiary has been or is subject to any special or penalty assessment under such legislation which has not been paid.
(v) There are no outstanding inspection orders made under the Occupational Health and Safety Administration, Act (Ontario) against the Workers Compensation Appeals Board, Corporation or any other Governmental Authority Subsidiary. The Corporation and the Subsidiary are operating in compliance with all Occupational Health and Safety Laws, including but not limited to the Workplace Hazardous Materials Information System (WHMIS). There are no pending or threatened charges against the Company Corporation or any Subsidiary under Occupational Health and Safety Laws. There have been no fatal or critical accidents since April 1998 which might lead to charges against the Corporation or any Subsidiary under Occupational Health and Safety Laws. There are no materials present in the assets owned or used by the Corporation and the Subsidiary, exposure to which may result in an industrial disease as defined in the Workplace Safety and Insurance Act (Ontario). The Corporation and the Subsidiaries have complied in all respects with any direction, order or sanction issued by any Governmental Entity under Occupational Health and Safety Laws, including any order requiring that any Release or any activity be reduced, modified or eliminated or requiring any form of payment or co-operation to be provided to any Governmental Entity except for any non-compliance which would not constitute a Corporation Material Adverse Effect. There are no appeals of any directions, orders or sanctions issued by any Governmental Entity under Occupational Health and Safety Laws against the Corporation or any of its the Subsidiaries pertaining to any Workerwhich are currently outstanding, nor, which if decided adversely to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that Corporation would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day periodCorporation Material Adverse Effect.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
Appears in 1 contract
Samples: Support Agreement (Tomkins PLC)
Employment Matters. (a) Neither the Company nor any of its Subsidiaries Company Subsidiary: (i) is a party to or otherwise bound by any collective bargaining agreement, labor contract or other labor agreement or understanding with a labor union or labor organization, nor is any other labor-related such contract or agreement presently being negotiated, nor, to the knowledge of the Company, is there, nor has there been in the last five years, a representation campaign respecting any of the employees of the Company or any of the Company Subsidiaries, and, to the knowledge of the Company, there are no campaigns being conducted to solicit cards from employees of the Company or any of the Company Subsidiaries to authorize representation by any labor organization; (ii) is a party to, or bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices, not including any consent decree which has expired more than ten years prior to the date hereof, which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect; or (iii) is the subject of any pending proceeding before any Governmental Authority asserting that it has committed an unfair labor practice or, to the knowledge of the Company, is seeking to compel it to bargain with any labor union, union or labor organization or works council. As nor, as of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there are no material Proceedings pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge knowledge of the Company, threatened, before the Equal Employment Opportunity Commissionany labor strike, the National Labor Relations Boarddispute, the U.S. Department of Laborwalkout, the U.S. Occupational Health and Safety Administrationwork stoppage, the Workers Compensation Appeals Board, slow-down or any other Governmental Authority against lockout involving the Company or any of its the Company Subsidiaries pertaining which, with respect to any Workerevent described in this clause (iii), norindividually or in the aggregate, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such have a claim being madeCompany Material Adverse Effect.
(db) To In the Knowledge 90-day period preceding the date of the Companythis Agreement, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) has effectuated (i) The Company and its Subsidiaries are a "plant closing" (as defined in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and ), affecting any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination site of employment of 50 or one or more employees facilities or more than 10% operating units within any site of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee employment or facility of the Company or any of its Subsidiaries is the Company Subsidiaries, or (ii) a "mass layoff" (as defined in violation in the WARN Act) affecting any material respect site of any term employment or facility of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or nonthe Company Subsidiaries; nor in such 90-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to day period has the Company or any of its the Company Subsidiaries because been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any state, local or foreign law or regulation similar to the WARN Act. The Company and the Company Subsidiaries have, during the five-year period prior to the date hereof, in all material respects properly classified each of their respective employees as employees, each of their respective leased employees (within the meaning of Section 414(n) of the nature Code) as leased employees, and each of its independent contractors as independent contractors, as applicable. As used in the business conducted or presently proposed to be conducted by it or to Agreement, "WARN Act" means the use Workers Adjustment and Retraining Notification Act of trade secrets or proprietary information of others1989, as amended.
Appears in 1 contract
Employment Matters. (a) Neither There are no employment or consulting Contracts to which the Company nor or any of its Subsidiaries is a party or by which it is bound or otherwise has any present or future Liability other than as listed on Section 4.16 of the Company Disclosure Schedule, true and complete copies (and any amendments thereto) of which have been made available to the Investor. The Company and its Subsidiaries are not, and have not in the past five years been, a party to any labor or collective bargaining agreement and there are no labor or any other labor-related agreement with any labor union, labor organization or works council. As collective bargaining agreements which pertain to employees of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries. To the Knowledge of the Company, (ii) there are no labor union, organizing activities involving the Company or any of its Subsidiaries pending or threatened with any labor organization or works council has made a pending demand group of employees of the Company or any of its Subsidiaries for recognition or certification, (iii) and there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authorityauthority relating to the Company or any of its Subsidiaries. There have not been in the past five years and are not currently any pending, (iv) or, to the Knowledge of the Company, there are no threatened, labor strikes, disputes, walkouts, work stoppages, slowdowns, demonstrations, leafleting, picketing, boycott, work-to-rule campaign, sit-in, sick-out, union organizing activities election, governmental investigation or lockout with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None There are no material unfair labor practice charges or complaints, grievances, arbitrations or arbitration demands, lawsuits or administrative or other proceedings pending or, to the Knowledge of the Company, threatened by or on behalf of any employee or group of employees of the Company or any of its Subsidiaries has experienced or brought or filed, with any strikeauthority or arbitrator based on, lockout arising out of, in connection with, or work stoppage otherwise relating to the employment or termination of employment of any individual by the Company or any of its Subsidiaries or any basis for any of the foregoing. There are no material charges or complaints alleging sexual or other material labor difficulty involving harassment or other discrimination by the Company, any of its Subsidiaries or any of their respective employees since January 1or agents pending or, 2008.
(b) to the Knowledge of the Company, threatened in each case against the Company or any of its Subsidiaries. The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting governing the employment and employment practicesof labor, harassmentincluding all such Laws relating to wages, hours, collective bargaining, discrimination, retaliationcivil rights, terms safety and conditions health, labor relations, working conditions, employee scheduling, family and medical leave, employment and reemployment of employmentmembers of the uniformed services, immigrationemployment terminations, classification of Persons as independent contractors, workers’ compensation, long term compensation disability, occupational safety, plant closings, compensation and employee benefits, wages severance payments, unemployment and hoursthe collection and payment of withholding and/or Taxes due under the U.S. Old-Age, proper classification of employees and independent contractorsSurvivors, and the payment of social security Disability Insurance program, and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there are no material Proceedings pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) similar Taxes. The Company and its Subsidiaries are in compliance have complied in all material respects with the Worker Readjustment WARN and Notification Act (the “WARN Act”) (29 USC §2101) and have not incurred any applicable state laws Liability or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability obligation which remains unsatisfied under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day periodWARN.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
Appears in 1 contract
Samples: Acquisition and Investment Agreement (Deerfield Capital Corp.)
Employment Matters. (a) Neither Schedule 4.12(a) contains a true, complete and accurate list of all Affected Employees, together with each Affected Employee's title or job description and work location. The Seller has separately delivered to the Company nor any Buyer a list of its Subsidiaries each Affected Employee's annualized salary or hourly wage rate.
(b) Except as set forth in Schedule 4.12(b),
(i) The Seller is not a party to any collective bargaining agreement or any other labor-related similar agreement with regard to the Affected Employees;
(ii) The Seller and its Affiliates are in substantial compliance with all Laws applicable to the Business or the Affected Employees with regard to employment and employment practices, terms and conditions of employment, wages, and occupational safety and health; and are not engaged in any unfair labor union, or unfair employment practices;
(iii) There is no unfair labor organization practice charge or works council. As complaint against the Seller or an Affiliate of the date Seller involving or related to Affected Employees pending (with service of this Agreementprocess having been made, (i) no such agreement is presently being negotiated by or written notice of investigation or inquiry having been served, on the Company Seller or any of its SubsidiariesAffiliates), (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the CompanySeller threatened (or pending without service of process having been made, threatened in writing to be brought or filed with written notice of investigation or inquiry having been served, on the Seller or any of its Affiliates), before the National Labor Relations Board or any other labor relations tribunal or authority, court;
(iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there are no material Proceedings pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, there is no labor strike or other material dispute, slowdown or stoppage pending against the Seller involving the Affected Employees;
(v) No union certification or decertification petition has been filed (with service of process having been made on the Seller or any of its Affiliates), or to the Knowledge of the CompanySeller threatened, that relates to Affected Employees and no union authorization campaign has been conducted, in each case, within the past 24 months;
(vi) The Business has employees sufficient to operate the Business in the ordinary course consistent with past practices. During the last year, other than changes in the ordinary course of operation of the Business consistent with past practices, no employee material changes have occurred in the work force of the Company Business, including material employee terminations, employee transfers in or out, employee leasing arrangements, secondments, reallocations of duties and outsourcing of duties or functions;
(vii) There are no charges, investigations, administrative proceedings or formal complaints of discrimination (including discrimination based on sex, sexual harassment, age, marital status, race, national origin, sexual preference, handicap, disability or veteran status) pending (with service of process having been made, or written notice of investigation or inquiry having been served, on the seller or any of its Subsidiaries is in violation in Affiliates), or to the Knowledge of the Seller threatened, before the Equal Employment Opportunity Commission or any material respect federal, state or local agency or court against the Seller or any Affiliate of any term the Seller involving or related to Affected Employees;
(viii) There are no charges, investigations, administrative proceedings or formal complaints of any employment agreementovertime or minimum wage violations involving the Business pending (with service of process having been made, non-disclosure or confidentiality agreement with written notice of investigation or inquiry having been served on the Company Seller or any of its Subsidiaries Affiliates), or non-competition agreementto the Knowledge of the Seller threatened, non-solicitation agreement before the Department of labor or any restrictive covenant other federal, state or local agency or court; and
(ix) There are no citations, investigations, administrative proceedings or formal complaints of violations of local, state or federal occupational safety and health Laws pending (with a former employer relating to service of process having been made, or written notice of investigation or inquiry having been served, on the right of any such employee to be employed by or provide services to the Company Seller or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it Affiliates), or to the use Knowledge of trade secrets the Seller pending on the Seller or proprietary information any of othersits Affiliates before the Occupational Safety and Health Administration or any federal, state or local agency or court against the Seller or any affiliate of the Seller involving or related to the Business.
Appears in 1 contract
Employment Matters. (a1) Neither Seller has furnished Buyer with a correct and complete list of all of the directors, officers and Employees of the Company nor any of and its Subsidiaries is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council. As as of the date hereof, specifying their position, hire date, current hourly wage rate or annual base salary and bonus, commission and other incentive compensation paid during the current calendar year. Each current Employee provides services primarily for the benefit of this Agreement, the Company and its Subsidiaries.
(2) (i) no such agreement There is presently being negotiated by not, and since the Acquisition Date there has not been, any labor strike, dispute, work stoppage or lockout pending, or to the Company’s Knowledge threatened, against or affecting the Company or any of its Subsidiaries, ; (ii) to the Company’s Knowledge, no labor unionunion organizational campaign, labor organization petition or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there other unionization activities are no representation or certification proceedings or petitions seeking a representation proceeding in progress with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there are no material Proceedings pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and Employees; (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees has ever engaged in any country outside of the United States during unfair labor practices and there are not any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of unfair labor practice charges or complaints against the Company or any of its Subsidiaries is in violation in pending, or to the Company’s Knowledge threatened, before the National Labor Relations Board or any material respect of other applicable Governmental Entity; (iv) there are not any term of any employment agreementpending, non-disclosure or confidentiality agreement with to the Company’s Knowledge threatened, charges against the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement any of their Employees before the Equal Employment Opportunity Commission or any restrictive covenant with a former employer relating to state or local agency responsible for the right prevention of any such employee to be employed by or provide services to unlawful employment practices; and (v) neither the Company or nor any of its Subsidiaries because has received any written (or, to the Company’s Knowledge, oral) communication during the twelve (12) months immediately preceding the date of this Agreement of the nature intent of any Governmental Entity responsible for the business conducted enforcement of labor or presently proposed employment Laws to be conducted by conduct an investigation of it or and, to the use Company’s Knowledge, no such investigation is in progress.
(3) Since the Acquisition Date, the Company and each of trade secrets its Subsidiaries has been in compliance in all material respects with all applicable Laws respecting employment of labor, including those related to wages, hours, eligibility for and payment of overtime compensation, worker classification (including the proper classification of independent contractors and consultants), Tax withholding, collective bargaining, unemployment insurance, workers’ compensation, immigration, harassment, discrimination and retaliation in employment, wrongful discharge, terms and conditions of employment, disability rights and benefits, employee leave issues, affirmative action, plant closing and mass layoff issues (as those terms are defined in the Worker Adjustment Retraining Notification Act or proprietary information of othersany comparable state or local law), occupational safety and health Laws.
Appears in 1 contract
Samples: Stock Purchase Agreement (Star Equity Holdings, Inc.)
Employment Matters. Except as disclosed in Section 4.15 of the Westcon Disclosure Schedules, (a) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or any other labor-related agreement with any labor unionWestcon is, labor organization or works council. As of the date of this Agreementand since June 30, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries2000 has been, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting relating to affirmative action, employment, equal employment and employment practicesopportunity, harassment, discrimination, retaliation, terms and conditions of employmentnondiscrimination, immigration, workers’ compensationwages, long term disability, occupational safety, plant closings, compensation and fringe benefits, wages and hourswage supplements, proper classification of employees and independent contractorshours or work, and benefits, collective bargaining, the payment of social security and other Taxes similar Taxes, occupational safety and health, employment termination, reductions in force or plant closings (collectively, “Employment PracticesLaws”).
) and with any contract or subcontract with any Governmental Entity or other Person; (b) Westcon has not experienced any strikes, grievances or asserted or threatened Claims of unfair labor practice; (c) Except as indicated Westcon has no knowledge of any organizational effort being made or threatened by or on behalf of any labor union with respect to any employees of Westcon; (d) there has not been, and there is not pending or existing or threatened, any strike, work stoppage, labor arbitration or proceeding in Section 3.11(c) respect of the Disclosure Schedulegrievance of any employee, any application, complaint or unfair labor practice charge filed by an employee, union or works council with the National Labor Relations Board or any comparable Governmental Entity, organizational activity or other labor dispute against Westcon and the knowledge of Westcon and Goodhead, there is no basis for any such grievance, charge or complaint; (ie) no application for certification of a collective bargaining agent is pending or threatened; (f) there is no lockout of any employees by Westcon; (g) Westcon has withheld from the wages and salaries of its employees as is required by law and is not liable for any arrears of wages or any tax or penalty in connection therewith; (h) there are no material Proceedings Claims currently pending oror to Westcon’s and Selling Shareholder’s knowledge threatened, to against Westcon alleging the Knowledge violation of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals BoardLaws, or any other Governmental Authority against the Company asserted or to Westcon’s and Selling Shareholder’s knowledge threatened Claim whatsoever, whether based in tort, contract or Law, arising out of or relating in any of its Subsidiaries pertaining way to any WorkerPerson’s employment (actual or alleged), nor, application for employment or termination of employment with Westcon and to the Knowledge knowledge of the CompanyWestcon, are there is no basis for any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
Claim; (di) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any no current or former Worker employee of Westcon is owed by Westcon overtime pay (other than overtime pay for the current payroll period), wages or salary for any wagesperiod other than the current payroll period, salariesvacation, commissions, bonuses, holiday or other compensation time off or pay in lieu thereof (other than time off or pay in lieu thereof earned in respect to the current year); (j) Westcon is not, nor immediately after the Closing will be, liable for severance pay or any services performed by other payment of monies to any current employee of Westcon as a result of the execution of this Agreement or former Worker Westcon’s performance of its terms, or for any other amounts required reason in any way related to the consummation of the transactions contemplated hereby, including any change of ownership of Westcon; and (k) no Governmental Entity has found Westcon to be reimbursed by liable for the Company payment of Taxes, fines, penalties or other amounts, however designated, for failure to comply with any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay)Employment Laws.
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
Appears in 1 contract
Samples: Merger Agreement (Transcat Inc)
Employment Matters. (a) Neither Section 4.19(a)(1) of the Company nor Parent Disclosure Schedules sets forth each employee’s: (i) name; (ii) job title; (iii) date on which his or her employment commenced; (iv) site of employment; (v) status as exempt or non-exempt under the Fair Labor Standards Act and applicable state wage law(s); and (vi) co- or joint-employment relationship with any party, as applicable. Section 4.19(a)(2) of the Parent Disclosure Schedules sets forth each consultant and independent contractor engaged by Parent or its Subsidiaries, including such Person’s name and compensation.
(b) Parent and its Subsidiaries are not, and never have been, a party to, or bound by, any collective bargaining or other Contract with a labor union or other organization or representative representing any of its Subsidiaries is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council. As of the date of this Agreement, (i) employees and no such agreement is presently being negotiated by negotiated. To the Company Knowledge of Parent, there are no current union organizing efforts or representational demands involving the employees of Parent or its Subsidiaries and, to the Knowledge of Parent, there have been no such efforts or demands in the three (3) years prior to the date hereof. In the three (3) years prior to the date hereof, there has not been, nor, to the Knowledge of Parent, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting Parent or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(bc) The Company Parent and its Subsidiaries are are, and have been at all times in the three (3) years prior to the date hereof, in material compliance in all material respects with all applicable Laws respecting employment relating to labor and employment practicesemployment, harassment, discrimination, retaliation, including all such Laws relating to terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification rest and meal breaks, overtime payments, compliance with the Fair Labor Standards Act and similar state and local laws, recordkeeping, employee notices, expense reimbursement, employee classification, non-discrimination, non-harassment, non-retaliation, employee benefits, employee leave, payroll documents, pay stubs, record retention, expense reimbursement, employee notices, equal opportunity, immigration, occupational health and safety, the WARN Act, severance, termination or discharge, collective bargaining, government contractor and subcontractor compliance, the payment of employees employee welfare and independent contractorsretirement benefits, and the full payment of all required social security contributions and Taxes. All wages, overtime payments, bonuses and other Taxes (“Employment Practices”)compensation, if any, due and payable as of the Closing Date to all Employees and all other present and former employees and contractors of Parent or its Subsidiaries has been paid in full, or will be paid in full, to such individuals prior to the Closing.
(cd) Except as indicated in set forth on Section 3.11(c4.19(d) of the Parent Disclosure ScheduleSchedules, (i) there are no material actions, suits, claims, grievances, charges, arbitrations, investigations, audits, or other Legal Proceedings pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee against Parent or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of Parent, threatened to be brought or filed, by or with any Governmental Entity in connection with the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department employment or engagement or termination of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, employment or any other Governmental Authority against the Company or any engagement of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wagesemployee or contractor of Parent or its Subsidiaries, salariesincluding, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representativeswithout limitation, any state dislocated worker unit claim relating to wages and local government officialshours, unfair labor practices, employment discrimination, meal or rest breaks, harassment, retaliation, equal pay or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability employment related matter arising under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day periodapplicable Laws.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
Appears in 1 contract
Employment Matters. (a) Neither Except as set forth on Schedule 3.16(a), neither the Company nor any of its Subsidiaries is a are party to any collective bargaining agreement agreements or any other labor-related similar agreement with any labor union, labor organization or works councilorganization. As of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there There are no representation or certification proceedings proceedings, or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently proceeding, pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities authority with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008Business.
(b) The Since January 1, 2010, there has not occurred or, to the Knowledge of the Company, been threatened any strikes, work stoppages, slowdowns, lockouts, picketing, concerted refusal to work overtime, or other material labor dispute with respect to any employee of the Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (“Employment Practices”).
(c) Subsidiaries. Except as indicated in Section 3.11(c) of the Disclosure Scheduleset forth on Schedule 3.16(b), (i) there are no material Proceedings employment disputes currently pending in any arbitration, grievance procedure, litigation or other proceeding, and there are no material labor disputes pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, norSubsidiaries. There are no unfair labor practice charges or complaints pending or, to the Knowledge of the Company, are there threatened by or on behalf of any facts employee or circumstances which would reasonably be expected to give rise to such a claim being madegroup of employees of the Company or its Subsidiaries.
(dc) To Except as set forth on Schedule 3.16(c), there are no material complaints, charges, or claims against the Company or its Subsidiaries and, to the Knowledge of the Company, neither the Company nor there are no material complaints, charges or claims threatened to be brought or filed with any of its Subsidiaries are delinquent Governmental Authority based on, arising out of, in any material payments to any current or former Worker for any wages, salaries, commissions, bonusesconnection with, or other compensation for otherwise relating to the employment or termination of employment of any services performed by any current or former Worker or for any other amounts required to be reimbursed individual by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay)Subsidiaries.
(ed) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a There has been no “mass layoff” or “plant closing” within as defined by the meaning of the WARN federal Worker Adjustment, Retraining and Notification Act or would otherwise trigger notice requirements or liability under any other comparable similar state or local law statute (the “WARN Act”) in the United States and (iii) neither respect of the Company nor any of or its Subsidiaries have taken any action that resulted in within the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
twelve (f12) As of months prior to the date of this Agreement.
(e) Except as set forth on Schedule 3.16(e), to the Knowledge of the Company, no employee of the Company or any and each of its Subsidiaries is in violation compliance, in any all material respect of any term of any respects, with all employment agreementand labor related laws, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreementrules, non-solicitation agreement or any restrictive covenant with a former employer regulations, and ordinances, including such laws relating to the right of any such labor relations, equal opportunities, fair employment practices, proper characterization as employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersindependent contractor, prohibited discrimination and other similar employment activities.
Appears in 1 contract
Employment Matters. (a) Neither (i) There is not, and there has never been, any labor strike, dispute, work stoppage, work slowdown, or lockout pending or, to the Company’s Knowledge, threatened, against or affecting the Company or any of its Subsidiaries; (ii) to the Company’s Knowledge, no union organizational campaign, petition or other unionization activities is in progress with respect to the Employees of the Company or any of its Subsidiaries; (iii) neither the Company nor any of its Subsidiaries is a party to has ever engaged in any collective bargaining agreement unfair labor practices and there are not any unfair labor practice charges or any other labor-related agreement with any labor union, labor organization or works council. As of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of complaints against the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company’s Knowledge, threatened in writing to be brought or filed with threatened, before the National Labor Relations Board or any other labor relations tribunal applicable Governmental Entity, nor have there ever been any such pending charges or authority, complaints; (iv) there are not any pending or, to the Knowledge of Company’s Knowledge, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of charges against the Company or any of its Subsidiaries or any of their Employees before the Equal Employment Opportunity Commission or any state or local agency responsible for the prevention of unlawful employment practices; (v) neither the Company nor any of its Subsidiaries has experienced received any strikewritten (or, lockout to the Company’s Knowledge, oral) communication during the twelve (12) months immediately preceding the date of this Agreement of the intent of any Governmental Entity responsible for the enforcement of labor or work stoppage employment Laws to conduct an investigation or other material audit of it and/or to initiate a claim or action against it, and, to the Company’s Knowledge, no such investigation or audit is in progress; (vi) there are no union, labor difficulty involving its employees since January 1or collective bargaining agreements to which the Company is a party or otherwise bound relating to any employee or employment practices, 2008wages, hours or terms or conditions of employment and no Company employee, to the Company’s Knowledge, is represented by a union; (vii) the Company is not a party to or otherwise bound by any consent decree or order with, or citation by, any Governmental Entity relating to any employee or employment practices, wages, hours or terms or conditions of employment; and (viii) there are no unsatisfied obligations, claims, lawsuits, grievances, workers’ compensation proceedings or similar proceedings in respect of the Company.
(b) The Company and each of its Subsidiaries (i) are, and at all times have been, in compliance in all material respects with all applicable Laws respecting employment of labor, including those related to wages, hours, eligibility for and payment of overtime compensation, meal and rest break periods, worker classification (including the proper classification of independent contractors and consultants), Tax withholding, collective bargaining, unemployment insurance, workers’ compensation, immigration, equal employment opportunities, harassment, retaliation, and discrimination in employment, disability rights and benefits, disability accommodation, leaves of absence, employee privacy, affirmative action, plant closing and mass layoff issues, occupational safety and health Laws; (ii) have at all times withheld and reported all amounts required by Law or by Contract to be withheld and reported with respect to wages, salaries and other payments to its Employees; (iii) are not liable for any amount in respect of arrears of wages, Taxes or any penalty for failure to comply with the Laws applicable to the foregoing; (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for its Employees (other than routine payments to be made in the normal course of business and consistent with past practice); and (v) have no leased employees.
(c) The Company and its Subsidiaries have properly classified in all material respects all individuals who perform services for the Company and its Subsidiaries as an employee or independent contractor and as exempt or non-exempt under the Fair Labor Standards Act and analogous state wage-hour laws, and there is no proceeding pending or, to the Company’s Knowledge, threatened that challenges such classifications.
(d) The Company and its Subsidiaries are employing individuals who are lawfully permitted to work in the United States and the Company and its Subsidiaries are in compliance in all material respects with all applicable Laws respecting regarding immigration or employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, non-citizen workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there are no material Proceedings pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to . Neither the Company and/or nor any of its Subsidiaries has been notified of any pending or threatened investigation by any branch or department of U.S. Immigration and Customs Enforcement (collectively “Worker” or “WorkersICE”), group or other applicable Governmental Entity charged with administration and enforcement of Workersfederal immigration laws concerning it, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent has received any “no match” notices from ICE, the Social Security Administration or the IRS within the previous twelve (12) months of the date of this Agreement.
(e) The Company has made available to the Purchaser: (i) a correct and complete list of all officers, directors and employees of the Company as of the date of this Agreement, which list contains each such employee’s name, date of hire, job title, work location, full/part-time status, exempt/non-exempt status, commission eligibility, equity holdings in the Company, severance entitlement, current compensation paid or payable (including annual vacation, sick time, and other forms of paid leave (both allotted annually and accrued but unused as of the date hereof)), any material payments bonus amounts paid with respect to any current 2015 and 2016, and leave status (e.g., leave of absence, disability, layoff, active, temporary); and (ii) a correct and complete list of each independent contractor who has worked for the Company in the three (3) year period preceding the date of this Agreement, who has (A) received more than $25,000 from the Company, and/or (B) provided services to the Company for a period of six (6) consecutive months or former Worker for any longer, which list contains each such independent contractor’s name, dates of engagement, nature of work performed, compensation paid, and work location. The Company has paid in full or accrued in its financial statements all wages, salaries, commissions, bonusesincentives, or bonuses and other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries due to any current employee or former Worker (including vacation, sick leave, other paid time off otherwise arising under any employee benefit plan or severance pay)Law prior to the Closing.
(ef) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither Neither the Company nor any of its Subsidiaries has implemented any employee layoffs that implicated or would reasonably be expected to implicate the Worker Adjustment and Notification Act of 1988 or any similar or related Law (collectively, the “WARN Act”), and no such events have taken any action that would constitute been announced or are currently planned.
(g) Set forth on Section 3.19(g) of the Disclosure Letter is a “mass layoff” list of the number of employees terminated or “plant closing” laid-off by the Company within the meaning last three (3) calendar years, together with a complete and accurate list of the WARN Act following information in respect of each former employee who has been terminated or would otherwise trigger notice requirements laid-off, or liability under any other comparable state or local law whose hours of work have been reduced by more than fifty percent (50%) in the United States and prior three (3) years: (i) the date of such termination, layoff or reduction in hours; (ii) the reason therefor; (iii) neither the Company nor employee’s base salary as well as any bonus or commission eligibility; (iv) whether the employee executed a general release of its Subsidiaries have taken claims or other separation agreement; and (v) the employee’s work location. To the extent that any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside listed on Section 3.19(g) of the United States during any 90 day period.
(f) As Disclosure Letter have executed a general release of claims or other separation agreement, the date Company has provided a true, correct and complete copy of this Agreement, such document to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersPurchaser.
Appears in 1 contract
Employment Matters. Schedule 4.5 contains a complete and correct list of all employees of, independent contractors and consultants retained by the Seller in connection with the Business, showing for each employee, independent contractor and consultant the current job title or description, current salary or wage level or payment arrangement, accrued vacation and any bonus, commission or other remuneration paid during the two years prior to the Closing. Except as set forth in Schedule 4.5:
(a) Neither the Company nor Seller has no knowledge that any of its Subsidiaries employee has any plan to terminate his or her employment with the Business;
(b) the Business is not and has not been a party to any collective bargaining agreement covering any employee, and no union or association of employees has been certified or recognized as the collective bargaining representative of any employees or has attempted to engage in negotiations regarding terms and conditions of employment;
(c) no unfair labor practice charge, work stoppage, picketing or other labor-related agreement with any such activity relating to labor union, labor organization or works council. As matters of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there Business are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge knowledge of the CompanySeller, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, has been threatened;
(ivd) to the Knowledge of Company, there are no current or threatened attempts to organize or establish any labor union organizing activities with respect or employee association to represent any employees of the Company or its Subsidiaries and Business;
(ve) the Business does not have any workers’ compensation Liabilities that are not covered by insurance;
(f) there are is not in existence any contract of employment with any employee of the Business that cannot be terminated at will by the Seller without creating any Liability for the Business (except Liabilities of the Business with respect to wages or other compensation for services rendered before such termination);
(g) no threatenedemployee of the Business is currently on short-term or long-term disability;
(h) the Business is not delinquent in payments to any of the Business’s employees, labor strikesconsultants or independent contractors for any wages, slowdownssalaries, work stoppagescommissions, lockoutsbonuses or other direct compensation for any service performed for the Business prior to the Closing Date or amounts required to be reimbursed to such employees, consultants or independent contractors;
(i) the Business has complied in all material respects with all applicable state and federal equal employment opportunity Laws and with other Laws related to employment, including those related to wages, hours, worker classification, collective bargaining and the payment and withholding of Taxes and other sums as required by Law;
(j) the Business is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing or any similar activitywithholding or collection in connection with any amount paid or owing to any employee, by employees of the Company consultant or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.independent contractor;
(bk) The Company and its Subsidiaries are the Business is in compliance in all material respects with all Laws respecting applicable Law, including Section 274A(b) of the Immigration and Nationality Act, regarding the employment verification process for its employees, the Business maintains a timely and employment practices, harassment, discrimination, retaliation, terms properly completed Form I-9 for each current employee and conditions for any former employee for which retention of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractorsForm I-9 is required, and the payment of social security and other Taxes (“Employment Practices”).Business does not knowingly or intentionally employ any person ineligible to work in the United States under applicable Law;
(cl) Except as indicated in Section 3.11(c) the Business has never been the subject of the Disclosure Schedule, (i) there are no material Proceedings pending orany immigration investigation, to enforcement action or legal proceeding involving the Knowledge of the Companyfederal government, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating any requests by U.S. Immigration Customs Enforcement to any Employment Practices pendinginspect the Business’s Forms I-9 or other immigration records, or to (iii) any state or local immigration enforcement investigation or legal proceeding; and
(m) the Knowledge of Business has never received notification from the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Social Security Administration, the Workers Compensation Appeals Board, IRS or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed that information provided by the Company or any of its Subsidiaries Business regarding an employee failed to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of match any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersGovernmental Authority’s records.
Appears in 1 contract
Samples: Mutual Confidentiality and Non Disclosure Agreement
Employment Matters. (a) Neither Section 4.19(a) of the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council. As of the date of this Agreement, Disclosure Letter sets forth each employee’s: (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, name; (ii) no labor unionjob title; (iii) date on which his or her employment commenced; (iv) site of employment; (v) base salary or hourly wage, labor organization as applicable; (vi) all incentives and other compensation (including bonuses or works council has made a pending demand commission payments) for which he or she is eligible; (vii) status as exempt or non-exempt under the Fair Labor Standards Act and applicable state wage law(s); and (viii) co- or joint-employment relationship with any party, as applicable. Section 4.19(a) of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries Disclosure Letter sets forth each consultant and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, independent contractor engaged by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008including such Person’s name and compensation.
(b) The Company and its Subsidiaries are not, and never have been, a party to, or bound by, any collective bargaining or other Contract with a labor union or other organization or representative representing any of its employees and no such agreement is being negotiated. To the knowledge of the Company, there are no current union organizing efforts or representational demands involving the employees of the Company or its Subsidiaries and, to the knowledge of the Company, there have been no such efforts or demands in the three (3) years prior to the Original Agreement Date. In the three (3) years prior to the Original Agreement Date, there has not been, nor, to the knowledge of the Company, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting the Company or any of its Subsidiaries.
(c) The Company and its Subsidiaries are, and have been at all times in the three (3) years prior to the Original Agreement Date, in material compliance in all material respects with all applicable Laws respecting employment relating to labor and employment practicesemployment, harassment, discrimination, retaliation, including all such Laws relating to terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification rest and meal breaks, overtime payments, compliance with the Fair Labor Standards Act and similar state and local laws, recordkeeping, employee notices, expense reimbursement, employee classification, non-discrimination, non-harassment, non-retaliation, employee benefits, employee leave, payroll documents, pay stubs, record retention, expense reimbursement, employee notices, equal opportunity, immigration, occupational health and safety, the WARN Act, severance, termination or discharge, collective bargaining, government contractor and subcontractor compliance, the payment of employees employee welfare and independent contractorsretirement benefits, and the full payment of all required social security contributions and Taxes. All wages, overtime payments, bonuses and other Taxes (“Employment Practices”)compensation, if any, due and payable as of the Closing Date to all employees and all other present and former employees and contractors of the Company or its Subsidiaries has been paid in full, or will be paid in full, to such individuals prior to the Closing.
(cd) Except as indicated in set forth on Section 3.11(c4.19(d) of the Company Disclosure ScheduleLetter, (i) there are no material actions, suits, claims, grievances, charges, arbitrations, investigations, audits, or other Legal Proceedings pending oragainst the Company or its Subsidiaries pending, or to the Knowledge knowledge of the Company, threatened involving to be brought or filed, by or with any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against in connection with the Company employment or any engagement or termination of its Subsidiaries pertaining to any Worker, nor, to the Knowledge employment or engagement of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, employee or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee contractor of the Company or its Subsidiaries, including, without limitation, any of its Subsidiaries is in violation in any material respect of any term of any claim relating to wages and hours, unfair labor practices, employment agreementdiscrimination, non-disclosure meal or confidentiality agreement with the Company rest breaks, harassment, retaliation, equal pay or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersother employment related matter arising under applicable Laws.
Appears in 1 contract
Samples: Business Combination Agreement (Freedom Acquisition I Corp.)
Employment Matters. (a) Neither Except as set forth on Schedule 4.13(a), (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement CBA (including agreements with works councils and trade unions and side letters), or any other labor-related agreement with any labor union, labor organization is negotiating or works council. As of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, required to negotiate a CBA; (ii) no labor union, labor organization or works council has made a pending demand employees of the Company or any of its Subsidiaries are represented by any labor or trade union, works council, or other labor organization with respect to their employment; (iii) in the past three (3) years, no labor or trade union, works council, other labor organization, or group of employees of the Company or any of its Subsidiaries has made a demand for recognition or certification, (iii) and there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, ; (iv) to in the Knowledge of Companypast three (3) years, there are have been no labor union actual or threatened organizing activities with respect to any employees of the Company or any of its Subsidiaries Subsidiaries, and no such activities are currently pending or threatened; (v) in the past three (3) years, there are has been no threatenedactual or threatened strike, labor strikes, slowdownslockout, work stoppagesstoppage, lockoutsslowdown, picketing, hand billing, unfair labor practice charge, material labor grievance, material labor arbitration or other material labor dispute against or affecting the Company or any similar activityof its Subsidiaries, by and no such dispute is currently pending or threatened; and (vi) with respect to the Transactions, the Company and its Subsidiaries have satisfied all notice, bargaining, consent, consultation or other obligations to its employees and employees’ Representatives under applicable Law and any CBA.
(b) Over the past three (3) years (i) no employee of the Company or its Subsidiaries has made allegations of sexual harassment, sexual misconduct or other harassment against any officer, director or key employee of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there are no material Proceedings pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken entered into any action that would constitute a “mass layoff” settlement agreement related to sexual harassment, sexual misconduct or “plant closing” within the meaning other harassment by or against any current or former employee, independent contractor, director or officer of the WARN Act Company or would otherwise trigger notice requirements its Subsidiaries.
(c) The Company has provided Acquiror a complete and accurate list of each employee employed by the Company or liability under any other comparable state or local law in of its Subsidiaries as of the United States and date hereof, including each such employee’s (i) job title, (ii) date of hire, (iii) employing entity, (iv) primary work location (country, state (where applicable) and city), (v) full or part-time status, (vi) status as exempt or non-exempt under applicable wage and hour Laws, (vii) pay type (salary, hourly, or other), (viii) base salary, hourly rate, or other applicable base rate, and (ix) union affiliation (if any). The Company has also provided Acquiror a complete and accurate list of all individual and sole proprietor independent contractors engaged by the Company or any of its Subsidiaries as of the date hereof, including for each such contractor (i) their services provided, (ii) the Company entity that engages them, (iii) their first date of engagement, (iv) their compensation terms, (v) the approximate number of hours per week the contractor provides services for the Company and its Subsidiaries, and (vi) whether the Company or its applicable Subsidiary has a written agreement with the contractor.
(d) Except as set forth on Schedule 4.13(d), neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 is a party to or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreementhas received an active written threat or, to the Knowledge of the Company, no employee an oral threat, of any Action involving any applicant, any former or current employee, any former or current individual or sole proprietor independent contractor, or otherwise relating to any labor or employment matters of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreementSubsidiaries.
(e) Except as set forth on Schedule 4.13 (e), non-disclosure or confidentiality agreement with the Company and its Subsidiaries are, and for the past (3) three years have been, in compliance in all material respects with all Laws relating to labor and/or employment, including Laws regarding hiring, background checks, trainings, notices, immigration, authorization to work, health and safety, wages, hours, classification of exempt employees, classification of independent contractors, harassment, discrimination, retaliation, accommodations, disability rights or benefits, plant closings and mass layoffs, workers’ compensation, labor relations, leaves of absences, time off, COVID-19, affirmative action, unemployment insurance, and/or termination of employment.
(f) The Company and its Subsidiaries have not, in the past three (3) years, experienced or implemented a “plant closing” or “mass layoff” as defined in the Worker Adjustment and Retraining Notification Act or any of similar foreign, state or local Law (each a “WARN Act”) or other event requiring notice under a WARN Act. In the six (6) month period immediately prior to the date hereof, the Company and its Subsidiaries have not carried out any temporary layoffs, furloughs, or non-competition agreementmaterial reductions in hours of work that, non-solicitation agreement if continued for six (6) months, alone or in the aggregate with any restrictive covenant with other “employment loss” (as defined under any WARN Act), could reasonably be expected to constitute a former employer relating to the right of “plant closing” or “mass layoff” under any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersWARN Act.
Appears in 1 contract
Samples: Merger Agreement (10X Capital Venture Acquisition Corp. III)
Employment Matters. (a) Neither the Sellers have delivered to Purchaser a true, correct and complete list of all persons who are current Company nor any of its Subsidiaries is a party to any collective bargaining agreement Employees or any other labor-related agreement with any labor union, labor organization or works council. As Business Employees as of the date hereof, including any such Employee who is on a leave of this Agreementabsence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, name; (ii) no labor union, labor organization title or works council has made a pending demand of the Company position (including whether full-time or any of its Subsidiaries for recognition or certification, part-time); (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge identity of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, employer; (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company hire or its Subsidiaries and retention date; (v) there are no threatenedcurrent annual base compensation rate or contract fee; (vi) commission, labor strikes, slowdowns, work stoppages, lockouts, bonus or any similar activity, by employees other incentive-based compensation; and (vii) a description of the Company or its Subsidiaries. None fringe benefits provided to each such individual as of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008date hereof.
(b) The Company is not, and its with respect to the Business Employees, Sellers and the Related Subsidiaries are in compliance in all material respects not, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with all Laws respecting employment and employment practicesa union, harassmentworks council or labor organization (collectively, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors“Union”), and there is not any Union representing any Employee of the payment Company or the Business Employees, and, to the Knowledge of social security Sellers, no Union or group of Employees and/or the Business Employees is seeking or, within the past three (3) years, has sought to organize employees for the purpose of collective bargaining. In the past three (3) years, there has not been any material strike, slowdown, work stoppage, lockout, or other material labor disruption or collective labor dispute affecting the Company, the Business or any of Employees, or to the Knowledge of Sellers, threatened, which, in each case, could, individually or in the aggregate, interfere in any material respect with the business activities of the Company or the Business. Sellers, the Company and other Taxes (“Employment Practices”)the Related Subsidiaries have no duty to bargain with any Union.
(c) Except as indicated set forth in Section 3.11(c2.12(c) of the Disclosure Schedule, the Company is and has been in the past three (i3) there years in compliance with Applicable Laws, in all material respects, pertaining to employment and employment practices to the extent they relate to Employees, volunteers, and interns of the Company or the Business, including 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 and other leave and unemployment insurance. There are no material Proceedings pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to Actions against the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of Sellers, threatened to be brought or filed, by or with any Governmental Entity or arbitrator in connection with the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department employment of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wagesapplicant, salariesEmployee, commissions, bonusesvolunteer, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee intern of the Company or the Business, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and termination of its Subsidiaries is in violation in any material respect employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of any term of any employment agreementabsence, non-disclosure or confidentiality agreement with the Company paid sick and other leave, unemployment insurance or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersother employment related matter arising under Applicable Laws.
Appears in 1 contract
Samples: Membership Interest and Asset Purchase Agreement (Smith Micro Software, Inc.)
Employment Matters. (a) Neither There is not currently, nor has there been in the Company nor past five (5) years, any of its Subsidiaries is a party to any collective bargaining agreement unfair labor practice, charge or any other labor-related agreement with any labor union, labor organization or works council. As of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a action pending demand of the Company against OCW or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with before the National Labor Relations Board or any other Governmental Entity relating to any employee or employment practices and, to Seller’s Knowledge, no such complaint is or has been threatened. In the past five (5) years, neither OCW nor any of its Subsidiaries has received any written notice concerning, and, to Seller’s Knowledge, there is not currently any activity or proceedings of any labor relations tribunal union (or authority, (ivrepresentatives thereof) to the Knowledge organize any employees, or of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockoutslockouts or threats thereof, by or with respect to any employees and, to Seller’s Knowledge, within the prior five (5) years, no such activities or proceedings are or were underway nor has OCW’s or any similar activity, by employees of the Company or its Subsidiaries’ business been the subject of any strikes, slowdowns, work stoppages, lockouts or threats thereof. None of the Company There are no union, labor or collective bargaining agreements to which OCW or any of its Subsidiaries is a party or otherwise bound relating to any employee or employment practices, wages, hours or terms or conditions of employment; to Seller’s Knowledge, there are no labor organizations representing, purporting to represent, or, to Seller’s Knowledge, seeking to represent any employees of OCW or any of its Subsidiaries. For the past five (5) years, neither OCW nor any of its Subsidiaries has experienced been a party to or otherwise bound by any strikeconsent decree or order with, lockout or work stoppage citation by, any Governmental Entity relating to any employee or other material labor difficulty involving its employees since January 1employment practices, 2008wages, hours or terms or conditions of employment.
(b) The Company Schedule 4.14(b) of the Disclosure Schedule sets forth the name, date of hire, employer, job title, work location, full-time/part-time status, exempt/non-exempt status, bonus eligibility, equity holdings in OCW and/or its Subsidiaries, severance entitlement, current compensation paid or payable and status of all employees of OCW and/or its Subsidiaries. Each of OCW and/or its Subsidiaries has paid in full or accrued in the Financial Statements all wages, salaries, commissions, incentives, bonuses and other compensation due to any employee and accrued prior to the Closing.
(c) Except as set forth on Schedule 4.14(c) of the Disclosure Schedule, there are in compliance no material written personnel policies or employment agreements applicable to any of the employees listed on Schedule 4.14(b) of the Disclosure Schedule.
(d) To Seller’s Knowledge, all Persons with whom OCW and/or any Subsidiary has engaged, directly or indirectly, to provide services for OCW and/or any Subsidiary is properly classified as employees, independent contractors, and/or employees of another entity, as applicable, in all material respects respects, in accordance with applicable Laws and for employee benefits purposes. To Seller’s Knowledge, OCW and each of its Subsidiaries is, and has been for the past five (5) years in material compliance with all Laws respecting employment and relating to employment practices, and terms and conditions of employment, including but not limited to all Laws related to leaves of absence, equal employment opportunity, non-harassment, non-discrimination, retaliationimmigration (including immigration related hiring practices and benefits), wages, hours, benefits, collective bargaining, the payment of social security and similar Taxes and occupational health and safety. Neither OCW nor any of its Subsidiaries is liable for the payment of any Taxes, fines, penalties or other amounts for the failure to comply with any of the foregoing requirements of Law, during the past five (5) years.
(e) There are no pending or, to Seller’s Knowledge, threatened, audits, investigations, claims, suits, demands or charges against OCW and/or any of its Subsidiaries or any of their respective employees regarding any Laws relating to employment practices, terms and conditions of employment, immigrationleaves of absence, workers’ compensationequal employment opportunity, long term disabilitynon-harassment, occupational safetynon-discrimination, plant closings, compensation immigration (including but not limited to immigration related hiring practices and benefits), wages and wages, hours, proper classification of employees and independent contractorsbenefits, and collective bargaining, the payment of social security and other similar Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Scheduleand occupational health and safety, (i) there are no material Proceedings pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating including but not limited to any Employment Practices pendingactions before any Governmental Entity, or including but not limited to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, Commission and the National Labor Relations Board, the U.S. United States Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(df) To In the Knowledge of the Companypast three (3) years, neither the Company OCW nor any of its Subsidiaries are delinquent in has failed to provide advance notice of layoffs or terminations as required by, or incurred any material payments to any current or former liability under, the Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company Adjustment and Retraining Notification (“WARN”) Act or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffssimilar Law, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, no such action is planned or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As anticipated as of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othershereof.
Appears in 1 contract
Samples: Membership Unit Purchase Agreement (Boston Beer Co Inc)
Employment Matters. (a) Neither Section 3.19(a)(1) of the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council. As of the date of this Agreement, Disclosure Schedules sets forth each employee’s: (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, name; (ii) no labor unionjob title; (iii) date on which his or her employment commenced; (iv) site of employment; (v) base salary or hourly wage, labor organization as applicable; (vi) all incentives and other compensation (including bonuses or works council has made a pending demand commission payments) for which he or she is eligible; (vii) status as exempt or non-exempt under the Fair Labor Standards Act and applicable state wage law(s); and (viii) co- or joint-employment relationship with any party, as applicable. Section 3.19(a)(2) of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries Disclosure Schedules sets forth each consultant and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, independent contractor engaged by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008including such Person’s name and compensation.
(b) The Company and its Subsidiaries are in compliance in all material respects not, and never have been, a party to, or bound by, any collective bargaining or other Contract with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions a labor union or other organization or representative representing any of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of its employees and independent contractors, and no such agreement is being negotiated. To the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) Knowledge of the Disclosure ScheduleCompany, (i) there are no material Proceedings pending orcurrent union organizing efforts or representational demands involving the employees of the Company or its Subsidiaries and, to the Knowledge of the Company, threatened involving any individuals providing services as an employee there have been no such efforts or independent contractor demands in the three (3) years prior to the date hereof. In the three (3) years prior to the date hereof, there has not been, nor, to the Knowledge of the Company, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting the Company and/or or any of its Subsidiaries.
(c) The Company and its Subsidiaries are, and have been at all times in the three (collectively “Worker” 3) years prior to the date hereof, in material compliance with all applicable Laws relating to labor and employment, including all such Laws relating to terms and conditions of employment, wages and hours, rest and meal breaks, overtime payments, compliance with the Fair Labor Standards Act and similar state and local laws, recordkeeping, employee notices, expense reimbursement, employee classification, non-discrimination, non-harassment, non-retaliation, employee benefits, employee leave, payroll documents, pay stubs, record retention, expense reimbursement, employee notices, equal opportunity, immigration, occupational health and safety, the WARN Act, severance, termination or “Workers”)discharge, group collective bargaining, government contractor and subcontractor compliance, the payment of Workersemployee welfare and retirement benefits, and the full payment of all required social security contributions and Taxes. All wages, overtime payments, bonuses and other compensation, if any, due and payable as of the Closing Date to all Employees and all other present and former employees and contractors of the Company or its Subsidiaries has been paid in full, or individual and will be paid in full, to such individuals prior to the Closing.
(iid) Except as set forth on Section 3.19(d) of the Company Disclosure Schedules, there are no material actions, suits, claims, grievances, charges, arbitrations, investigations, audits, or other Legal Proceedings relating to any Employment Practices against the Company or its Subsidiaries pending, or to the Knowledge of the Company, threatenedthreatened to be brought or filed, before by or with any Governmental Entity in connection with the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department employment or engagement or termination of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, employment or any other Governmental Authority against the Company or any engagement of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, employee or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the contractor of The Company or any of its Subsidiaries to any current or former Worker (including vacationSubsidiaries, sick leaveincluding, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representativeswithout limitation, any state dislocated worker unit claim relating to wages and local government officialshours, unfair labor practices, employment discrimination, meal or rest breaks, harassment, retaliation, equal pay or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability employment related matter arising under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day periodapplicable Laws.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
Appears in 1 contract
Employment Matters. (ai) Neither other than one Canadian employee of Plus Products with a US$80,000 per annum salary and who has a five-month severance period, no employee of Plus Products or any of its Subsidiaries with a base salary has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results by law from the Company employment of an employee without an agreement as to notice or severance. A cross-section of written contracts in relation to the employees of Plus Products and its Subsidiaries have been provided to the Purchaser as part of Plus Products Diligence Information;
(ii) each independent contractor of Plus Products and its Subsidiaries has been properly classified as an independent contractor and neither Plus Products nor any of its Subsidiaries has received any notice from any Governmental Authority disputing such classification;
(iii) neither Plus Products nor any of its Subsidiaries is a party to or bound or governed by, or subject to:
(A) any employment, consulting, retention or change of control agreement with, or any written or, to the knowledge of Plus Products, oral agreement, arrangement or understanding providing for retention, severance or termination payments to, any officer, employee or consultant of Plus Products or any of its Subsidiaries in connection with the termination of their position or their employment as a direct result of a change in control of Plus Products (including as a result of the transactions contemplated by this Agreement);
(B) any collective bargaining agreement or union agreement, or any other labor-related agreement with any labor unionactual or, labor organization to the knowledge of Plus Products, threatened application for certification or works council. As bargaining rights in respect of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company Plus Products or any of its Subsidiaries;
(C) any labour dispute, (ii) no labor unionlabour disturbance, labor organization strike, lock-out, work slowdown or works council has made a pending demand stoppage relating to or involving any employees of the Company Plus Products or any of its Subsidiaries for recognition or certificationand no such event has occurred; or
(D) any actual or, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company knowledge of Plus Products, threatened material claim against Plus Products or any of its Subsidiaries presently arising out of or in connection with employment or consulting relationship or the termination thereof;
(iv) neither Plus Products nor any of its Subsidiaries has engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the Knowledge knowledge of the CompanyPlus Products, threatened in writing to be brought or filed with the National Labor Relations Board against Plus Products or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and Subsidiaries; and
(v) there are is no threatenedorganizational campaign being conducted or, labor strikesto the knowledge of Plus Products, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company contemplated and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there are is no material Proceedings pending or, to the Knowledge knowledge of the CompanyPlus Products, threatened involving petition before any individuals providing services Governmental Authority or other dispute as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect representation of any term employees of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.Subsidiary;
Appears in 1 contract
Employment Matters. (a) Neither Except as set forth in Section 3.16(a) of the Disclosure Schedules, the Company nor any of its Subsidiaries is not a party to, or bound by (and for the prior two (2) years have not been a party to or bound by), any collective bargaining agreement or any other labor-related agreement with any labor union, a labor organization or works council. As of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or representing any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to their Employees. To the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities campaign or activity is in progress with respect to any employees Employees and no question concerning representation exists respecting such Employees. Except as set forth in Section 3.16(a) of the Company or its Subsidiaries and Disclosure Schedules, during the prior two (v2) years there are no threatenedhas not been, labor strikesnor, slowdownsto the Company’s Knowledge, work stoppageshas there been any threat of, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or slowdown, work stoppage stoppage, lockout, concerted refusal to work overtime or other material similar labor difficulty involving its employees since January 1, 2008activity or dispute affecting the Company.
(b) The Company is now and its Subsidiaries are for the prior four (4) years have been in compliance in all material respects with all applicable Laws respecting pertaining to employment and employment practicespractices to the extent they relate to Employees of (or applicants for employment with) the Company, harassmentincluding but not limited to Laws relating to labor relations, employment discrimination, harassment and retaliation, terms and conditions of employmentreasonable accommodations, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification safety and health, workers’ compensation and leaves of employees absence. Every U.S.-based employee of the Company is authorized to work in the United States. Except as set forth in Section 3.16(b) of the Disclosure Schedules, there are no actions, suits, claims, investigations or other legal proceedings against the Company pending, or to the Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former employee of the Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and independent contractorshour, and the payment of social security and immigration or any other Taxes (“Employment Practices”)employment related matter arising under applicable Laws.
(c) Except as indicated in Section 3.11(c3.16(c) of the Disclosure Schedule, (i) there are no material Proceedings pending or, to the Knowledge Schedules contains a list of each Employee of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries well as such Employee’s (collectively “Worker” or “Workers”)i) name, group of Workers, or individual and (ii) there are job title, (iii) location of employment, (iv) annual base compensation or regular hourly rate of pay, (v) commission structure or bonus opportunity, (vi) status as exempt or non-exempt under the Fair Labor Standards Act, (vii) status as full-time, part-time, and/or temporary, (viii) hire date, (ix) current or anticipated leave status (if applicable, and excluding any scheduled vacation or paid time off to be taken in the ordinary course of business), (x) total compensation paid for the prior calendar year, (xi) accrued and unused vacation or other paid time off, and (xii) a description of any other accrued and unpaid compensation. Except as set forth in Section 3.16(c) of the Disclosure Schedules, no material Proceedings relating to any Employment Practices pendingoffer of employment has been made by the Company that remains outstanding and has not yet been accepted, or to which has been accepted but where the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) employment has not yet started. To the Knowledge of the Company, neither none of the Employees has indicated to the Company nor that he or she intends to resign, retire or terminate his or her employment with the Company. The Company have the right to terminate the employment of each of their Employees at will and to terminate the engagement of any of its Subsidiaries are delinquent in their independent contractors without incurring any material payments penalty or liability.
(d) The Company has correctly classified each Employee as exempt or nonexempt under the Fair Labor Standards Act and similar state Laws. All independent contractors providing services to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or have been properly classified as independent contractors for purposes of federal and applicable state Laws, including but not limited to Laws concerning Taxes and the Company has not received any of its Subsidiaries to notice from any current or former Worker (including vacation, sick leave, other paid time off or severance pay)Governmental Authority disputing such classification.
(e) (iExcept as set forth in Section 3.16(e) The Company and its Subsidiaries are in compliance in of the Disclosure Schedules, all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closingscompensation, including all obligations wages, commissions and bonuses payable to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, current or plant closing to affected former employees, representativesindependent contractors or consultants for services performed on or prior to the date hereof and the Closing Date, any state dislocated worker unit and local government officials, has been paid in full or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law is included in the United States Closing Working Capital as a current liability and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 there are no outstanding agreements, understandings or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee commitments of the Company with respect to any compensation, commissions or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersbonuses.
Appears in 1 contract
Employment Matters. (a) Neither There is not currently, nor has there been in the Company nor past five (5) years, any of its Subsidiaries is a party to any collective bargaining agreement unfair labor practice, charge or any other labor-related agreement with any labor union, labor organization or works council. As of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a action pending demand of the Company against OCW or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with before the National Labor Relations Board or any other Governmental Entity relating to any employee or employment practices and, to the Company’s Knowledge, no such complaint is or has been threatened. In the past five (5) years, neither OCW nor any of its Subsidiaries has received any written notice concerning, and, to the Company’s Knowledge, there is not currently any activity or proceedings of any labor relations tribunal union (or authority, (ivrepresentatives thereof) to the Knowledge organize any employees, or of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockoutslockouts or threats thereof, by or with respect to any employees and, to the Company’s Knowledge, within the prior five (5) years, no such activities or proceedings are or were underway nor has OCW’s or any similar activity, by employees of the Company or its Subsidiaries’ business been the subject of any strikes, slowdowns, work stoppages, lockouts or threats thereof. None of the Company There are no union, labor or collective bargaining agreements to which OCW or any of its Subsidiaries is a party or otherwise bound relating to any employee or employment practices, wages, hours or terms or conditions of employment; to the Company’s Knowledge, there are no labor organizations representing, purporting to represent, or, to the Company’s Knowledge, seeking to represent any employees of OCW or any of its Subsidiaries. For the past five (5) years, neither OCW nor any of its Subsidiaries has experienced been a party to or otherwise bound by any strikeconsent decree or order with, lockout or work stoppage citation by, any Governmental Entity relating to any employee or other material labor difficulty involving its employees since January 1employment practices, 2008wages, hours or terms or conditions of employment.
(b) The Company Schedule 4.14(b) of the Disclosure Schedule sets forth the name, date of hire, employer, job title, work location, full-time/part-time status, exempt/non-exempt status, bonus eligibility, equity holdings in OCW and/or its Subsidiaries, severance entitlement, current compensation paid or payable and status of all employees of OCW and/or its Subsidiaries. Each of OCW and/or its Subsidiaries has paid in full or accrued in the Financial Statements all wages, salaries, commissions, incentives, bonuses and other compensation due to any employee and accrued prior to the Closing.
(c) Except as set forth on Schedule 4.14(c) of the Disclosure Schedule, there are in compliance no material written personnel policies or employment agreements applicable to any of the employees listed on Schedule 4.14(b) of the Disclosure Schedule.
(d) To the Company’s Knowledge, all Persons with whom OCW and/or any Subsidiary has engaged, directly or indirectly, to provide services for OCW and/or any Subsidiary is properly classified as employees, independent contractors, and/or employees of another entity, as applicable, in all material respects respects, in accordance with applicable Laws and for employee benefits purposes. To the Company’s Knowledge, OCW and each of its Subsidiaries is, and has been for the past five (5) years in material compliance with all Laws respecting employment and relating to employment practices, and terms and conditions of employment, including but not limited to all Laws related to leaves of absence, equal employment opportunity, non-harassment, non-discrimination, retaliationimmigration (including immigration related hiring practices and benefits), wages, hours, benefits, collective bargaining, the payment of social security and similar Taxes and occupational health and safety. Neither OCW nor any of its Subsidiaries is liable for the payment of any Taxes, fines, penalties or other amounts for the failure to comply with any of the foregoing requirements of Law, during the past five (5) years.
(e) There are no pending or, to the Company’s Knowledge, threatened, audits, investigations, claims, suits, demands or charges against OCW and/or any of its Subsidiaries or any of their respective employees regarding any Laws relating to employment practices, terms and conditions of employment, immigrationleaves of absence, workers’ compensationequal employment opportunity, long term disabilitynon-harassment, occupational safetynon-discrimination, plant closings, compensation immigration (including but not limited to immigration related hiring practices and benefits), wages and wages, hours, proper classification of employees and independent contractorsbenefits, and collective bargaining, the payment of social security and other similar Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Scheduleand occupational health and safety, (i) there are no material Proceedings pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating including but not limited to any Employment Practices pendingactions before any Governmental Entity, or including but not limited to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, Commission and the National Labor Relations Board, the U.S. United States Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(df) To In the Knowledge of the Companypast three (3) years, neither the Company OCW nor any of its Subsidiaries are delinquent in has failed to provide advance notice of layoffs or terminations as required by, or incurred any material payments to any current or former liability under, the Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company Adjustment and Retraining Notification (“WARN”) Act or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffssimilar Law, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, no such action is planned or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As anticipated as of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othershereof.
Appears in 1 contract
Employment Matters. Except as disclosed on Schedule 3.16, (a) Neither the Company nor any of its and the Subsidiaries is are not a party to to, bound by, or negotiating in respect of any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization association or works council. As other representative of any employees of the date Company and the Subsidiaries, nor is any employee of this Agreement, (i) no such agreement is presently being negotiated by the Company and the Subsidiaries represented by any labor union or any of its Subsidiaries, other representative organization; (iib) no labor union, labor union or other representative organization has been certified or works council has made a pending demand recognized as the collective bargaining representative of any employees of the Company or any of its Subsidiaries for recognition or certification, and the Subsidiaries; (iiic) there are no organizing campaigns or representation or certification proceedings or petitions seeking campaigns in process to form a representation proceeding with respect to the Company union, or any of its Subsidiaries presently pending collective bargaining unit or, to the Knowledge of the CompanySellers, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authoritythreatened, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and the Subsidiaries; (vd) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there are no material Proceedings pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, existing nor, to the Knowledge of the CompanySellers, are there threatened labor strikes, work stoppages, organized slowdowns, unfair labor practice charges or complaints or labor arbitration proceedings affecting any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge employee of the CompanyCompany and the Subsidiaries, neither and the Company nor and the Subsidiaries have not experienced any of such labor controversy within the past five years; (e) the Company and the Subsidiaries paid in full to its Subsidiaries are delinquent in any material payments to any current or former Worker for any employees all wages, salaries, commissions, bonuses, benefits and other compensation payable, as applicable, on or before the date hereof and on or before the Closing Date or otherwise arising as of such date under any policy, practice, agreement, plan, program, statute or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by Law; (f) the Company and the Subsidiaries have not closed any plant or facility, effectuated any layoffs of its Subsidiaries to employees or implemented any current early retirement, separation or former Worker (including vacationwindow program within the past five years, sick leave, other paid time off or severance pay).
(e) (i) The nor have the Company and its the Subsidiaries planned or announced any such action or program for the future, and (g) the Company and the Subsidiaries are in compliance with all notification and bargaining obligations arising under applicable Laws. The Company and the Subsidiaries are in compliance with all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundanciesLaws, reductions in force, mass layoffscollective bargaining agreements, and plant closingsemployment contracts respecting employment, employment practices, work permits, terms and conditions of employment, and wages and hours requirements. The Company and the Subsidiaries are not engaged in any unfair labor practice and there is no unfair labor practice complaint against the Company and the Subsidiaries or grievance or labor arbitration pending. Neither the Sellers nor the Company and the Subsidiaries (including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected its key employees, representatives, directors and officers) have received any state dislocated worker unit and local government officials, or notice that any other governmental authority, (ii) neither the Company nor petition respecting any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its and the Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement employees has been filed with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersU.S. National Labor Relations Board.
Appears in 1 contract
Samples: Purchase Agreement (Homeland Security Capital CORP)
Employment Matters. (ai) Neither the Company S&W nor any of its Subsidiaries is have been and are not a party to, or bound by, or negotiating any Collective Bargaining Agreement. There is not and has not been any Union representing or purporting to represent any collective bargaining agreement employee of S&W or any other labor-related agreement with any labor union, labor organization or works council. As of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) and no labor union, labor organization Union is seeking or works council has made a pending demand sought to organize any employee of the Company S&W or any of its Subsidiaries for recognition the purpose of collective bargaining. No approval, consultation, or certificationnegotiation by or with any Union is required in connection with the execution, (iii) there delivery, and performance of this Agreement. No strikes, slowdowns, lockouts, work stoppages, concerted refusals to work, unfair labor practice charges, grievances, labor arbitrations, or other similar labor disruption or dispute are no representation pending or certification proceedings threatened or petitions seeking a representation proceeding have occurred with respect to the Company business of S&W or any of its Subsidiaries presently pending or, to or the Knowledge consummation of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008this Agreement.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there are no material Proceedings pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company Neither S&W nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker liable for any unpaid wages, salaries, commissions, bonuses, fees, or other compensation payable to any employees (including, but not limited to, Personnel, Key Personnel, and Key Executive), independent contractors, officers, directors, or consultants for any services performed by any current or former Worker or for any other amounts required with respect to be reimbursed by the Company business of S&W or any of its Subsidiaries.
(iii) S&W and its Subsidiaries are and have been in compliance with all Laws pertaining to any current employment and employment practices to the extent they relate to applicants, employees (including, but not limited to, Personnel, Key Personnel, and Key Executive), consultants, volunteers, interns, officers, directors, and independent contractors, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or former Worker (including vacationbenefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion, and termination, working conditions, meal and break periods, privacy, health and safety, COVID-19, workers’ compensation, leaves of absence, paid sick leave, other paid time off and unemployment insurance. All individuals characterized and treated by S&W and any of its Subsidiaries as consultants or severance pay).
(e) (i) The Company independent contractors are properly treated as independent contractors under all Laws. All employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. S&W and its Subsidiaries are in compliance with and have complied with all immigration laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no actions against S&W or any of its Subsidiaries pending or threatened to be brought or filed, by or with any Governmental Authority in all material respects connection with any current or former applicant, employee, consultant, volunteer, intern, officer, director, or independent contractor, including, but not limited to any charge, investigation, or claim relating to any employment matter or practice arising under Law.
(iv) S&W and its Subsidiaries have been in compliance with the Worker Readjustment Adjustment and Retraining Notification Act of 1988 and any similar local, state, or federal statute (collectively, the “WARN Act”) for all employees (29 USC §2101) and any applicable state laws or other Laws regarding redundanciesincluding, reductions in forcebut not limited to, mass layoffsPersonnel, Key Personnel, and plant closingsKey Executive), including all obligations and have no plans to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken undertake any action before Closing that would constitute a “mass layoff” or “plant closing” within the meaning of trigger the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this AgreementAct. Further, to the Knowledge of the Company, no employee of the Company if S&W or any of its Subsidiaries is undertake any action that triggers the WARN Act for any Personnel, Key Personnel, or Key Executive prior to or upon the Employment Effective Date, S&W shall defend, indemnify, and hold Shell and the Company harmless from and against any and all Liabilities related to or arising out of that action and/or any WARN Act liability.
(v) None of the officers or directors or Key Executive of S&W or the Company, respectively, has been (i) subject to voluntary or involuntary petition under the federal bankruptcy Laws or any state insolvency Law or the appointment of a receiver, fiscal agent, or similar officer by a court for his/her business or property, (ii) convicted in violation a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses), (iii) subject to any order, judgment, or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him/her from engaging, or otherwise imposing limits or conditions on his/her engagement in any material respect securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company, or (iv) been “debarred” by any Governmental Authority or Official, or is the subject of a current threat of any term of the foregoing.
(vi) With respect to any government contract, S&W and its Subsidiaries are and have been in compliance with Executive Order No. 11246 of 1965 (“E.O. 11246”), Section 503 of the Rehabilitation Act of 1973 (“Section 503”) and the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (“VEVRAA”), including all implementing regulations. S&W and its Subsidiaries maintain and comply with affirmative action plans in compliance with E.O. 11246, Section 503, and VEVRAA, including all implementing regulations. S&W and its Subsidiaries are not, and have not been, the subject of any employment agreementaudit, non-disclosure investigation, or confidentiality agreement enforcement action by any Governmental Authority in connection with any government contract or related compliance with E.O. 11246, Section 503, or VEVRAA. S&W and its Subsidiaries have not been debarred, suspended, or otherwise made ineligible from doing business with the Company United States government or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersgovernment contractor.
Appears in 1 contract
Samples: Contribution and Membership Interest Purchase Agreement (S&W Seed Co)
Employment Matters. (a) Neither With respect to each Employee and each individual independent contractor and consultant that is engaged to provide services with respect to the Company nor Business, Section 4.16 of the Disclosure Schedules sets forth an accurate and complete list of (i) the names, titles, annual salaries, most recent annual bonus and other compensation of such employee and the wage rates for any such employees who are non-salaried employees (by classification) and (ii) the names of its Subsidiaries all such independent contractors or consultants and their current compensation. Vendor has not entered into an employment agreement with any Person set forth on Section 4.16 of the Disclosure Schedule other than an agreement for employment “at will.”
(b) Vendor is not and has never been a party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements which pertain to Vendor’s employment of any other labor-related agreement with any labor union, Employees.
(c) No labor organization or works council. As group of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council Employees has made a pending demand of the Company or any of its Subsidiaries for recognition or certificationrecognition, (iii) and there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the CompanyVendor’s Knowledge, threatened in writing to be brought or filed filed, with the National Labor Relations Board or any other labor relations tribunal or authoritytribunal, (iv) to the Knowledge of Company, there are no labor union organizing activities in each case with respect to Vendor’s employment of any employees Employees. There is no organizing activity involving Vendor, nor, to the Vendor’s Knowledge, is any threatened by any labor organization or group of the Company or its Subsidiaries and Employees.
(vd) there There are no threatened, labor (i) strikes, slowdowns, work stoppages, lockoutsslowdowns, lockouts or any similar activityarbitrations or (ii) material grievances, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage unfair labor practice charges or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there are no material Proceedings disputes pending or, to the Knowledge of the CompanyVendor’s Knowledge, threatened against or involving any individuals providing services as an employee Vendor by or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating with respect to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay)Employees.
(e) (i) The Company and its Subsidiaries There are in compliance in all no material respects complaints, charges, grievances or claims against Vendor pending or, to Vendor’s Knowledge, threatened that could be brought or filed, with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws Governmental Authority or other Laws regarding redundanciesbased on, reductions in forcearising out of, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing otherwise relating to affected employees, representatives, any state dislocated worker unit and local government officials, the employment or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, failure to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect employ by Vendor of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersEmployee.
Appears in 1 contract
Samples: Asset Purchase Agreement (Trans World Entertainment Corp)
Employment Matters. (a) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council. As of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect Except as disclosed to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of CompanyPurchaser, there are no labor union organizing activities with respect Contracts, written or oral, between the Company on one side, and any other party on the other side, relating to payment, remuneration or compensation for work performed or services provided or that would require any employees payment to be made as a result of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees completion of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008transactions contemplated in this Agreement.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractorsis not party to a collective bargaining agreement, and no union or labour organization holds representation or collective bargaining rights in respect of any employee of the payment Company. To the knowledge of social security and the Company, no organization has attempted or threatened to attempt to organize or establish any trade union or employee association with respect to the Company, including any certification or other Taxes (“Employment Practices”)representation proceeding .
(c) Except as indicated The Company has operated and is currently operating in Section 3.11(c) of the Disclosure Schedule, (i) there are no material Proceedings pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings compliance with all Applicable Laws relating to any Employment Practices pendingemployees, or including but not limited to the Knowledge of the Companyemployment standards, threatenedhuman rights, before the Equal Employment Opportunity Commissionoccupational health and safety, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health all pay equity and Safety Administration, the Workers Compensation Appeals Board, or any employment equity legislation other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances than such non-compliance which would not reasonably be expected to give rise to such have a claim being madeMaterial Adverse Effect and there have been no employment related complaints against the Company.
(d) To the Knowledge knowledge of the Company, neither there are no complaints, demands, actions, suits, claims, charges or proceedings of any kind, whether threatened, pending or reasonably anticipated, against the Company Company, relating to employees, pursuant to any Applicable Law, including but not limited to employment standards legislation, human rights legislation, health and safety legislation, workers’ compensation legislation, payment equity legislation, labour relations legislation, privacy legislation, or any contract, statute or the common law, nor any of its Subsidiaries are delinquent in occurrence which might lead to a complaint under any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).such Applicable Law. DocuSign Envelope ID: B5479193-97B5-4F55-A308-0DF11CF12692
(e) (i) The Company There are no outstanding decisions or settlements or pending settlements under employment standards, human rights legislation, health and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and safety legislation, workers’ compensation legislation, payment equity legislation, labour relations legislation or privacy legislation which place any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither obligation upon the Company nor to do or refrain from doing any of its Subsidiaries have taken any action that would constitute act or place a “mass layoff” or “plant closing” within material financial obligation on the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day periodCompany.
(f) As Neither the execution and delivery of this Agreement nor the performance of the date of this Agreement, to the Knowledge obligations of the Company, no Company thereunder will entitle any current or former employee of the Company to any severance pay, bonus or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersother similar payment.
Appears in 1 contract
Samples: Share Purchase Agreement
Employment Matters. (a) Neither the No Acquired Company nor any of its Subsidiaries is a party to to, or bound by, any collective bargaining or other agreement or any other labor-related agreement collective bargaining relationship with any a labor unionorganization. There is not (and for the past five (5) years has not been), labor organization or works council. As of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending ornor, to the Knowledge of the Seller’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting Employees or an Acquired Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company. To Seller’s Knowledge, there are no labor no, and for the past five (5) years have not been any, pending or threatened, union organizing organization activities with respect relating to any employees of the Company Acquired Companies in which a petition for a union representation was filed or its Subsidiaries and (v) there are no threatened, in which a labor strikes, slowdowns, work stoppages, lockouts, organization purported to or attempted to represent any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008Employee.
(b) The Except as set forth on Section 3.16(b) of the Disclosure Schedules, there are, and during the past three (3) year have been, no Proceedings against an Acquired Company pending, or to the Seller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former employee of Seller or its Affiliates who performed services for an Acquired Company, including, without limitation, any Proceeding relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay or any other employment related matter arising under applicable Laws. There are no outstanding Governmental Orders and its Subsidiaries are no unsatisfied judgments, penalties or awards against the Acquired Companies or any of their properties or assets or, to Seller’s Knowledge, the Employees relating to labor or employment matters. Each Acquired Company is and for the past three (3) years has been in compliance in all material respects with all Laws respecting employment applicable to it and employment practices, harassment, discrimination, retaliation, terms and conditions of relating to labor or employment, immigrationand, workers’ compensationno employee or agent of any of the Acquired Companies has committed any act or omission giving rise to material liability with respect to an Acquired Company for any such violation. Except as set forth on Section 3.16(b) of the Disclosure Schedules, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and no Acquired Company has received in the payment of social security and other Taxes prior three (“Employment Practices”)3) years any written notification from any Governmental Authority asserting that such Acquired Company is not in compliance with any Law relating to labor or employment.
(c) Except as indicated in set forth on Section 3.11(c3.16(c) of the Disclosure Schedule, (i) there are to Seller’s Knowledge, no material Proceedings pending or, to the Knowledge member of the Companysenior management of the Acquired Companies or group of Employees has any intention to terminate his or her employment within the first twelve (12) months following the Closing Date, threatened involving or (B) is a party to any individuals providing services as an employee confidentiality, non-competition, proprietary rights or independent contractor to other such agreement that would materially restrict the Company and/or performance of such Employee’s employment duties, or the ability of any of the Acquired Companies to conduct its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being madetheir business.
(d) To Within the Knowledge past three (3) years, none of the Company, neither the Company nor Acquired Companies has implemented any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (iilayoff of employees that required WARN Act notification. Section 3.16(d) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States Disclosure Schedules lists, by date and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreementlocation, to the Knowledge of the Company, no each employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any Acquired Companies whose employment agreement, non-disclosure or confidentiality agreement with has terminated within the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to 90 days preceding the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersClosing Date.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (CompuCredit Holdings Corp)
Employment Matters. (a) Neither To the Company nor any of its Subsidiaries Vendor’s knowledge, except as disclosed in the Disclosure Letter, each Corporation is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council. As of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employmentemployment of each Employee and there are no outstanding material claims, immigrationcomplaints, workers’ compensationinvestigations or orders brought by or on behalf of any Employees or arising under applicable Laws. Except as disclosed to the Purchaser, long term disabilityno Corporation:
(a) is a party to or bound by any written contract, occupational safetycommitment or policy for the employment or retainer of any individual, plant closingsincluding any contract or commitment with directors, compensation and benefitsofficers, wages and hoursEmployees, proper classification independent or dependent contractors;
(b) is a party to or bound by any written contract, commitment or policy providing for severance, termination, retention, change of employees and control or similar payments upon termination of employment of any Employee or the retainer of any independent contractors, and the payment of social security and other Taxes (“Employment Practices”).or dependent contractor;
(c) Except as indicated is a party to or bound by any Employee Plans with respect to any of its Employees or others;
(d) is a party to or bound by any contract with or commitment to any trade union, council of trade unions, employee bargaining agent or affiliated bargaining agent (collectively, “labour representatives”) and no Corporation has conducted negotiations with respect to any such future contracts or commitments; no labour representatives hold bargaining rights with respect to any Employees; no labour representatives have applied to have a Corporation declared a related employer pursuant to any labour relations legislation in Section 3.11(c) of the Disclosure Schedule, (i) any other jurisdiction; and there are no material Proceedings current or, to the Vendor’s knowledge, threatened attempts to organize or establish any trade union or employee association with respect to a Corporation;
(e) has any current, pending or, to the Knowledge of the CompanyVendor’s knowledge, threatened involving any individuals providing services as an employee strikes (including official or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” unofficial strikes or “Workers”other labour relations difficulties), group of Workerswork stoppage or other concerted action, slowdowns or individual and lockouts, trade union representation or organizing activities or unlawful labour practices or actions; and
(iif) there are no material Proceedings relating is subject to any Employment Practices pendingmaterial claim for wrongful dismissal, constructive dismissal or any other material tort claim, actual or to the Knowledge of the Company, Vendor’s knowledge threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company litigation, actual or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the CompanyVendor’s knowledge threatened, are there any facts relating to employment or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 Employees or more employees independent or more than 10% dependent contractors. Complete and accurate copies of all of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreementmaterial written employment contracts, commitments, agreements and Employee Plans and all material related documents have been made available to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersPurchaser.
Appears in 1 contract
Employment Matters. (a) The Company has made available to Parent a list of all full or part-time Key Employees and such list also sets forth for each such Key Employee the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; and (v) commission, bonus or other incentive-based compensation.
(b) Neither the Company nor any of its Subsidiaries is is, or has been, a party to any Contract regarding collective bargaining agreement or any other labor-related agreement Contract with or to any labor union, association, trade union, works council or labor organization or works council. As (collectively, “Union”) representing any employee of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) nor does any Union or collective bargaining agent represent any Employee. No Union or other collective bargaining agent has been recognized or certified as the collective bargaining representative of any group or unit of Employees. There are no unfair labor unionpractice charges or complaints pending or, labor organization or works council has made a pending demand of to the Company’s Knowledge, threatened, against the Company or any of its Subsidiaries for recognition Subsidiaries. Since January 1, 2009, there has not been any labor strike, slow-down, work stoppage, walk-out, boycott, corporate campaign, “work to rule” campaign, handbilling, picket, arbitration or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to other concerted labor activity involving the Company or any of its Subsidiaries presently Subsidiaries, and no such labor strike, slow-down, work stoppage, walk-out, boycott, corporate campaign, “work to rule” campaign, handbilling, picket, arbitration or other concerted labor activity is now pending or, to the Knowledge of the Company’s Knowledge, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of against the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has experienced any strikeduty to bargain with any Union. Neither the Company nor any of its Subsidiaries is or, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 20082009, has been the subject of any organizational efforts, or threatened organizational efforts, by any Union or other collective bargaining association with respect to any Employee.
(bc) The Company and each of its Subsidiaries are is and has been in compliance in all material respects with all Applicable Laws respecting pertaining to employment and employment practices, including all Laws relating to labor relations, unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, discrimination, retaliation, terms and conditions of employmentreasonable accommodation, affirmative action, immigration, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, posting requirements, working conditions, meal and break periods, rest periods, labor relations, data privacy, data protection, privacy, reductions in force, plant closings, mass layoffs, pay equity, health and safety, workers’ compensation, long term disabilityleaves of absence, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractorsunemployment insurance, and the collection and payment of withholding and/or social security taxes and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Schedule, (i) there are no material Proceedings pending or, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Boardapplicable taxes, or any other Governmental Authority employment related matter arising under Applicable Laws.
(d) There are no Legal Actions against the Company or any of its Subsidiaries pertaining to any Workerpending, nor, or to the Knowledge Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Entity or arbitrator in connection with the employment of any current or former applicant, employee, consultant or independent contractor of the CompanyCompany or any of its Subsidiaries, are there including any facts Legal Action relating to labor relations, unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, affirmative action, immigration, disability rights or circumstances which would reasonably be expected to give rise to such a claim being madebenefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, posting requirements, working conditions, meal and break periods, rest periods, labor relations, data privacy, data protection, privacy, reductions in force, plant closings, mass layoffs, pay equity, health and safety, workers’ compensation, leaves of absence, unemployment insurance, and the collection and payment of withholding and/or social security taxes and other applicable taxes, or any other employment related matter arising under Applicable Laws.
(de) To All individuals characterized and treated by the Knowledge Company as independent contractors or consultants are properly treated as independent contractors under all Applicable Laws. All Employees classified as exempt under the Fair Labor Standards Act and Applicable Law regarding wages and hours are properly classified as such. Neither the Company nor any of its Subsidiaries has incurred any liability or potential liability under the CompanyFair Labor Standards Act or Applicable Law regarding wages and hours. Each nonexempt Employee under the Fair Labor Standards Act and Applicable Law regarding wages and hours has been paid all overtime compensation consistent with Applicable Laws.
(f) Since January 1, 2009, neither the Company nor any of its Subsidiaries are delinquent in has implemented any material payments to any current plant closing or former Worker for any wageslayoff of employees that could implicate the WARN Act, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the and neither Company or any of nor its Subsidiaries has any plans to undertake any current or former Worker (including vacation, sick leave, other paid time off or severance pay)action in the future that would trigger the WARN Act.
(eg) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither Neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” employ or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and utilize leased employees.
(iiih) neither Neither the Company nor any of its Subsidiaries have taken are (i) a government contractor subject to the provisions of Executive Order 11246 and similar or related state and local Laws or (ii) party to any Contract that constitutes or relates to an affirmative action that resulted in the termination of employment of 50 plan or more employees program as defined by Executive Order 11246 or more than 10% of the employees in any country outside of the United States during any 90 day periodsimilar or related state and local Laws.
(fi) As of the date of this Agreement, to the Knowledge of To the Company’s Knowledge, no employee executive, manager, Key Employee, or group of the Company Employees, has given any notice of termination of employment, or any of its Subsidiaries is in violation in any material respect notice of any term of any employment agreementintent to terminate employment, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersSubsidiaries.
Appears in 1 contract
Samples: Merger Agreement (LKQ Corp)
Employment Matters. (a) Neither Schedule 3.19(a) contains a list of all Persons who are employees, consultants, or independent contractors of Seller as of the Company nor any date hereof, and sets forth for each such Person 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; (vi) severance and change in control benefits; and (vii) a description of its Subsidiaries is a party the fringe benefits provided to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works councileach such Person as of the date hereof. As of the date hereof, all compensation, including wages, commissions and bonuses, payable to current or former employees, consultants, or independent contractors of this Agreement, Seller for services performed on or prior to the date hereof have been paid in full (ior accrued in full on the Closing Net Working Capital Statement) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) and there are no representation outstanding agreements, understandings or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any commitments of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities Seller with respect to any employees of the Company commissions, bonuses or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008increases in compensation.
(b) The Company Seller is not, and has not been for the past three (3) 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 three (3) years, any Union representing or purporting to represent any employee of Seller, and, to Seller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. 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 Seller or any of its Subsidiaries are employees. The Seller has no duty to bargain with any Union.
(c) The Seller is and has been in compliance in all material respects with all applicable Laws respecting pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, discrimination, retaliation, terms and conditions of employmentreasonable 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, long term disability, occupational safety, plant closings, compensation leaves of absence and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of the Disclosure Scheduleunemployment insurance. To Seller’s Knowledge, (i) there all individuals characterized and treated by Seller as consultants or contractors are no material Proceedings pending orproperly treated as independent contractors under all applicable Laws, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there all employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified in all material respects. There are no material Proceedings relating to any Employment Practices Actions against Seller pending, or to the Knowledge of the CompanySeller’s Knowledge, threatenedthreatened to be brought or filed, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, by or with any other Governmental Authority against or arbitrator in connection with the Company or any employment of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wagesapplicant, salariesemployee, commissionsconsultant, bonusesvolunteer, intern or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any independent contractor of its Subsidiaries to any current or former Worker (including vacationSeller, sick leaveincluding, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representativeswithout limitation, any state dislocated worker unit claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and local government officials, hours or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability employment related matter arising under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day periodapplicable Laws.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
Appears in 1 contract
Employment Matters. (a) Neither Section 4.19(a) of the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council. As of the date of this Agreement, Disclosure Letter sets forth each employee’s: (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, name; (ii) no labor unionjob title; (iii) date on which his or her employment commenced; (iv) site of employment; (v) base salary or hourly wage, labor organization as applicable; (vi) all incentives and other compensation (including bonuses or works council has made a pending demand commission payments) for which he or she is eligible; (vii) status as exempt or non-exempt under the Fair Labor Standards Act and applicable state wage law(s); and (viii) co- or joint-employment relationship with any party, as applicable. Section 4.19(a) of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries Disclosure Letter sets forth each consultant and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, independent contractor engaged by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008including such Person’s name and compensation.
(b) The Company and its Subsidiaries are not, and never have been, a party to, or bound by, any collective bargaining or other Contract with a labor union or other organization or representative representing any of its employees and no such agreement is being negotiated. To the knowledge of the Company, there are no current union organizing efforts or representational demands involving the employees of the Company or its Subsidiaries and, to the knowledge of the Company, there have been no such efforts or demands in the three (3) years prior to the date hereof. In the three (3) years prior to the date hereof, there has not been, nor, to the knowledge of the Company, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting the Company or any of its Subsidiaries.
(c) The Company and its Subsidiaries are, and have been at all times in the three (3) years prior to the date hereof, in material compliance in all material respects with all applicable Laws respecting employment relating to labor and employment practicesemployment, harassment, discrimination, retaliation, including all such Laws relating to terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification rest and meal breaks, overtime payments, compliance with the Fair Labor Standards Act and similar state and local laws, recordkeeping, employee notices, expense reimbursement, employee classification, non-discrimination, non-harassment, non-retaliation, employee benefits, employee leave, payroll documents, pay stubs, record retention, expense reimbursement, employee notices, equal opportunity, immigration, occupational health and safety, the WARN Act, severance, termination or discharge, collective bargaining, government contractor and subcontractor compliance, the payment of employees employee welfare and independent contractorsretirement benefits, and the full payment of all required social security contributions and Taxes. All wages, overtime payments, bonuses and other Taxes (“Employment Practices”)compensation, if any, due and payable as of the Closing Date to all employees and all other present and former employees and contractors of the Company or its Subsidiaries has been paid in full, or will be paid in full, to such individuals prior to the Closing.
(cd) Except as indicated in set forth on Section 3.11(c4.19(d) of the Company Disclosure ScheduleLetter, (i) there are no material actions, suits, claims, grievances, charges, arbitrations, investigations, audits, or other Legal Proceedings pending oragainst the Company or its Subsidiaries pending, or to the Knowledge knowledge of the Company, threatened involving to be brought or filed, by or with any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against in connection with the Company employment or any engagement or termination of its Subsidiaries pertaining to any Worker, nor, to the Knowledge employment or engagement of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, employee or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee contractor of the Company or its Subsidiaries, including, without limitation, any of its Subsidiaries is in violation in any material respect of any term of any claim relating to wages and hours, unfair labor practices, employment agreementdiscrimination, non-disclosure meal or confidentiality agreement with the Company rest breaks, harassment, retaliation, equal pay or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersother employment related matter arising under applicable Laws.
Appears in 1 contract
Samples: Business Combination Agreement (Freedom Acquisition I Corp.)
Employment Matters. (a) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council. As of the date of this AgreementExcept as set forth in Schedule 4.22(a) attached hereto, (i) no such agreement is presently being negotiated by to the best of Sellers' knowledge, the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of and the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting Legal Requirements relating to employment and employment practices, harassment, discrimination, retaliation, including terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation employment discrimination and benefits, wages and hours, proper classification and none of the Company or the Subsidiaries are engaged in any unfair labor practices with respect to individuals employed by or providing services to the Company or the Subsidiaries; (ii) none of the Company, the Subsidiaries or Sellers are aware of, nor has any of them received any written or other notice of, any complaints against the Company or the Subsidiaries with respect to individuals employed by or providing services to the Company or the Subsidiaries pending before the National Labor Relations Board or any similar state or local labor agency; (iii) there are no labor strikes, slow-downs or stoppages or other labor troubles pending or, to the best of Sellers' knowledge, threatened with respect to any individuals employed by or providing services to the Company or the Subsidiaries; to the best of Sellers' knowledge no labor organization activities have occurred with respect to such employees during the past three (3) years; (iv) there are no collective bargaining agreements binding on the Company or the Subsidiaries; (v) no grievances have been asserted by any labor organization against the Company or the Subsidiaries with respect to individuals employed by or providing services to the Company or the Subsidiaries; (vi) and independent contractors, none of the Company or the Subsidiaries has experienced any work stoppage by such employees during the last three (3) years. Schedule 4.22(a) attached hereto contains a list of all employees of the Company and the payment of social security Subsidiaries and all material consultants to the Company and the Subsidiaries (including, without limitation, sales representatives and other Taxes recruiters), other than attorneys and accountants, who are employed or providing services in connection with the operation of the Company or the Subsidiaries including: name; length of service; job title; rate of base salary, bonuses and other incentive compensation; and identifying all contracts, agreements, commitments and arrangements, written or oral, with such employees or consultants. Sales representatives and other recruiters for the Company and the Subsidiaries, whether employed directly by or otherwise engaged by the Company or the Subsidiaries, are licensed or registered in accordance with all applicable Legal Requirements. No such sales representative or other recruiter receives commissions, bonuses or other contingency payments based, directly or indirectly, on the enrollment of students by such individual. True, correct and complete copies of all agreements between the Company or any Subsidiary and such employees or consultants and all amendments thereto have been provided to Purchaser. The Company and the Subsidiaries have performed all of their obligations under such agreements and are not in default or violation and, to the best of Sellers' knowledge, the other parties thereto are not in default or violation, thereunder.
(“Employment Practices”b) Except as set forth on Schedule 4.22(b), no employee, officer or director of the Company or any Subsidiary is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, noncompetition, or proprietary rights agreement, that in any way adversely affects or will affect (i) the performance of his duties as an employee, officer or director of the Company or such Subsidiary, or (ii) the ability of the Company or any Subsidiary to conduct its business, including without limitation the operation of the Schools and the Bookstores. To best of Sellers' knowledge, no employee of the Company listed on Schedule 4.22(b) intends to terminate his or her employment with the Company.
(c) Except as indicated in Section 3.11(c) of the Disclosure Scheduleset forth on Schedule 4.22(c), (i) there are no material Proceedings pending orretired employees or directors of the Company or the Subsidiaries, or their dependents, receiving benefits or scheduled to receive benefits in the Knowledge future from the Company or any Subsidiary. Except as set forth on Schedule 4.22(c), none of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of WorkersSubsidiaries, or individual and (ii) there are no material Proceedings relating any Seller is party to any Employment Practices pendingseverance or other agreements with employees, former employees or to the Knowledge former owners of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge Schedule 4.22(d) lists all employee manuals and employment policies of the CompanyCompany and the Subsidiaries. Except as set forth in Schedule 4.22(d), neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of the applicable subsidiary has performed all its Subsidiaries duties and obligations through the date hereof pursuant to any current or former Worker (including vacation, sick leave, other paid time off or severance pay)such manuals and policies.
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”has no "leased employees" for purposes of Section 414(n) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day periodCode.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
Appears in 1 contract
Employment Matters. (a) Neither the No Company nor is a party to, or bound by, any collective bargaining or other agreement with a labor organization representing any of its Subsidiaries is a party to Employees. Since January 1, 2015, no Company has been bound by any collective bargaining agreement or any other labor-related agreement with any labor union, a labor organization or works council. As of the date of this Agreement, (i) no such agreement is presently being negotiated by the Company or representing any of its SubsidiariesEmployees or former employees and, (ii) no there has not been, nor, to Sellers’ Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor unionactivity or dispute affecting any Company, labor organization or works council has made a pending demand of the Company unionization attempts or any of its Subsidiaries for recognition representation proceeding or certification, (iii) there are no representation or certification proceedings or petitions petition seeking a representation proceeding with respect to the Company or application by any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing trade union to be brought certified as the bargaining agent of any Employees or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any former employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008Company.
(b) The Company Companies are and its Subsidiaries are in the past four years have been in compliance in all material respects with all applicable Laws respecting pertaining to employment and employment practicespractices to the extent they relate to employees of the Companies, harassmentincluding those related to wages, discriminationhours, retaliationeligibility for and payment of overtime compensation, terms worker classification (including the proper classification of independent contractors and conditions of employmentconsultants), immigrationTax withholding, collective bargaining, unemployment insurance, workers’ compensation, long term disabilitypay equity, non-environmental occupational health and safety, immigration, employment discrimination, disability rights, equal opportunity, leaves of absence, affirmative action, plant closing and mass layoff issues, the transfer of employees, and notification of and/or consultation with any labor or trade union, staff association, or other representative of any Employees or former employees, other than any material non-compliance that would not reasonably be expected to result in material liability upon any Company. Without limiting the generality of the foregoing, with respect to each Employee working in the United States, such Employee is either a United States citizen or has a current and valid work visa or otherwise has the lawful right to work in the United States. The Company employing such Employee has in its files a Form I-9 that, to Sellers’ Knowledge, was completed in accordance with applicable Law for such Employee to the extent such form is required under applicable Law. In the past four years, no Company has received written notice of any potential or actual violation of applicable immigration or I-9 Laws. Except as set forth in Section 4.18(b) of the Disclosure Schedules, no Employees are working on visa or work permit, and none of the Companies currently employs any Employees outside of the United States. There are no Proceedings against a Company filed or pending, or to Sellers’ Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former employee of any Company, including any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, occupational safetysafety and health, plant closingsor any other employment related matter arising under applicable Laws. In the past three years, compensation no Company has received written notice of intent by any Governmental Authority responsible for the enforcement of labor and benefits, wages and hours, proper classification employment Laws to conduct a Proceeding relating to any Employees or former employees of employees and independent contractors, and such Company or the payment employment practices of social security and other Taxes (“Employment Practices”)such Company.
(c) Except as indicated in Section 3.11(c4.18(c) of the Disclosure ScheduleSchedules sets forth to the extent permitted by applicable Law, with respect to each Employee of each Company, including any Employee who is on a leave of absence of any kind, or on layoff status subject to recall: (i) there are no material Proceedings pending orthe name or employee number of such Employee, to the Knowledge of the Company, threatened involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating the current employer of such Employee, (iii) the job title or position of such Employee, (iii) whether such Employee is classified as exempt or nonexempt from overtime under the Fair Labor Standards Act and similar Law, (iv) whether such Employee is classified as full-time or part-time status, (v) the physical location of such Employee’s employment, (vi) the date on which such Employee commenced employment, (vii) such Employee’s current rate of compensation, expressed as (A) an hourly wage for non-exempt employees or (B) annual salary for exempt employees, and (viii) such Employee’s bonus and/or commission for 2018 and such Employee’s 2019 bonus and/or commission opportunity, (ix) whether such Employee is on an active or inactive status, (x) the class of such Employee, and (xi) any agreements, arrangements or benefits provided to any Employment Practices pendingsuch Employee other than standard agreements, arrangements or benefits provided to all similarly situated employees, in each case to the Knowledge of extent applicable. All Employees are employed by the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being madeCompanies on an at-will basis.
(d) To Each individual who is providing services or who over the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments past four years has provided services to any current Company and who is or former Worker for any wageswas classified as an exempt employee, salariesindependent contractor, commissionstemporary employee, bonusesleased employee or seasonal employee, as applicable, is or other compensation for any services performed by any current or former Worker or for any other amounts required was properly classified as such under all applicable Laws, including relating to be reimbursed by the Company or any of its Subsidiaries wage and hour and Taxes, and pursuant to any current or former Worker (including vacation, sick leaveBenefit Plan, other paid time off or severance pay)than to the extent that any misclassification would not reasonably be expected to result in material liability to any Company.
(e) (iSection 4.18(e) The of the Disclosure Schedules sets forth a list of all individuals who are currently performing any material services for any Company and its Subsidiaries are in compliance in all material respects classified as “consultants” or “independent contractors,” the respective compensation of each such individual, a description of any agreement with such individual and the Worker Readjustment compensation arrangements for each such individual. All consulting and Notification Act (independent contractor agreements with any of the “WARN Act”) (29 USC §2101) foregoing individuals and any applicable state laws Company can be terminated or cancelled by such Company upon no more than 60 days’ notice without penalty.
(f) In the past four years, each Company has timely made all payments to any Governmental Authority with respect to unemployment compensation benefits, social security or other Laws regarding redundanciessimilar benefits or obligations for Employees or former employees, as required in the ordinary course of business. No Company has, at Closing, any liability for any payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees or former employees, interns, independent contractors or consultants (other than routine payments to be made in the ordinary course of business).
(g) No Company has engaged in any location closing, employee layoff activities, or reductions in forceforce during the 90-day period prior to the Closing Date that, assuming none of the foregoing actions are taken by a Company after the Closing, implicates the WARN Act or any similar state or local plant closing or mass layoffslayoff statute, rule or regulation, and plant closings, including all obligations no actions taken by any Company prior to promptly and correctly furnish all notices required to be given thereunder the Closing of the transactions contemplated herein will result in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of or other employment loss that triggers coverage under the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by statute, rule or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersregulation.
Appears in 1 contract
Samples: Equity Purchase Agreement (Amneal Pharmaceuticals, Inc.)
Employment Matters. (a) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council. As Except as set forth on Section 2.15(a) of the date of this AgreementDisclosure Schedules, (i) no such agreement is presently being negotiated by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
2015: (bi) The the Company and its Subsidiaries are has been in compliance in all material respects with all Laws respecting relating to the employment of labor, including provisions thereof relating to employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (collectively, the “Employment Practices”); (ii) the Company has not experienced any strike, lockout, material grievance or other collective bargaining dispute, and no such action is pending or, to the Knowledge of the Company, threatened; (iii) there has not been any material workers’ compensation claims pending against the Company; (iv) the Company has been in compliance in all material respects with all requirements of the Immigration and Reform Control Act of 1986, and to the Knowledge of the Company, each Worker is in compliance with all applicable visa and work permit requirements; and (v) the Company has not been a party to or bound by any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council.
(b) Except as set forth on Section 2.15(b) of the Disclosure Schedules, all current employees of the Company are “at will” employees and do not have employment Contracts with the Company.
(c) Except As of the Signing Date, (i) no collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council is presently being negotiated, (ii) no labor union, labor organization or works council has made a pending demand for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company and (v) there are no threatened, labor strikes, concerted slowdowns or work stoppages, lockouts, or any similar activity, affecting the Company.
(d) The Company has not closed any plant or facility or effectuated any mass layoffs of employees within the past three years without complying with the Worker Adjustment and Retraining Notification Act, as indicated in amended, and any similar state or local statute, rule or regulation (collectively, the “WARN Act”), nor has any plant closure or mass layoff (as such terms are defined under the WARN Act) with respect to the Company been planned or announced.
(e) Section 3.11(c2.15(e) of the Disclosure ScheduleSchedules lists all employee manuals and handbooks in effect and that have been provided to the employees as of the Signing Date and the Company has delivered to the Buyer accurate and complete copies of the same.
(f) Except as otherwise set forth in Section 2.15(f) of the Disclosure Schedules, (i) there are no material Proceedings pending or, to the Knowledge of the Company, threatened in writing involving any individuals providing services as an employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (iiindividual. Except as otherwise set forth in Section 2.15(f) of the Disclosure Schedules, there are no material Proceedings charges, investigations, administrative proceedings or formal complaints relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, Company threatened in writing or pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(dg) To the Knowledge Section 2.15(g) of the CompanyDisclosure Schedules sets forth an accurate and complete list of all (i) Workers, neither including each employee’s name, title or position, present annual or hourly compensation (including bonuses, commissions and deferred compensation), designation as exempt or nonexempt, accrued and unused paid vacation and other paid leave, years of service, and (ii) individuals who are currently performing services for the Company nor any who are classified as independent contractors, including the respective compensation of its Subsidiaries are each consultant or independent contractor. The Company is not delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(eh) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to To the Knowledge of the Company, no employee of the Company or any of its Subsidiaries Worker is in violation in any material respect of any term of any employment agreement, non-disclosure disclosure, confidentiality agreement, or confidentiality consulting agreement with the Company or any of its Subsidiaries or non-competition agreement, non-non- solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be employed by or provide services to the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.
Appears in 1 contract
Samples: Asset Purchase Agreement
Employment Matters. (a) Neither the Except as set forth in Schedule 3.12(a), no Purchased Company nor any of its Subsidiaries is a party to any collective bargaining agreement or any other labor-related agreement with any labor union, labor organization or works council. As of the date of this Agreement, (i) no such agreement is presently being negotiated bound by the Company or any of its Subsidiaries, (ii) no labor union, labor organization or works council has made a pending demand of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding Collective Bargaining Agreement with respect to the Company Employees, nor is any such contract or any of its Subsidiaries presently pending or, to the Knowledge agreement currently being negotiated or renegotiated as of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008date hereof.
(b) The Company To Sellers’ Knowledge, no campaigns are being conducted to solicit cards from any Purchased Company’s Employees to authorize representation by any labor organization and its Subsidiaries there are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractorsno other threatened union organizing activities involving any Purchased Company’s Employees who are not already covered by a Collective Bargaining Agreement, and no such campaigns or other activities have been conducted within the payment of social security and other Taxes (“Employment Practices”)past three years.
(c) Except as indicated set forth in Section 3.11(c) of the Disclosure ScheduleSchedule 3.12(c), (i) there are is no material Proceedings pending or, to the Knowledge of the Company, threatened involving unfair labor practice charge or complaint against any individuals providing services as an employee or independent contractor to the Purchased Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the CompanySellers’ Knowledge, threatened, threatened before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other applicable Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being madeEntity.
(d) To the Knowledge of the CompanyNo labor strike, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wagesslowdown, salarieswork stoppage, commissions, bonusesdispute, or other compensation for lockout is in effect or, to Sellers’ Knowledge, threatened, and no Purchased Company has experienced any services performed by any current such labor strike, slowdown, work stoppage, dispute, or former Worker or for any other amounts required to be reimbursed by lockout within the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay)past three years.
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and No action, complaint, charge, or proceeding by or on behalf of any applicable state laws Employee, prospective Employee, former Employee, labor organization or other Laws regarding redundanciesrepresentative of any Purchased Company’s Employees is pending or, reductions in forceto Sellers’ Knowledge, mass layoffsthreatened which, and plant closingsif adversely decided, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancymay reasonably, reduction in force, mass layoff, individually or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries aggregate, be expected to have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day perioda Material Adverse Effect.
(f) No Purchased Company is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to Employees or employment practices. There are no material outstanding decisions, orders or settlements or pending settlements relating to Employees, employment practices or health and safety which place any obligation upon the Sellers or any Purchased Company to do or refrain from doing any act. There are no appeals of any decisions or orders under any employment standards or occupational health and safety legislation against any Purchased Company which are currently pending.
(g) All material assessments by a Governmental Entity to each Purchased Company under workers’ compensation legislation in relation to each Purchased Company and all of their respective contractors and subcontractors have been paid or accrued. No Purchased Company has been or is subject to any additional or penalty assessment determined by a Governmental Entity under such legislation which has not been paid or has been given notice of any audit.
(h) Each Purchased Company is currently being operated in material compliance with all Laws relating to employees and employment practices.
(i) As of the date of this Agreement, to the Knowledge of the Companyhereof, no employee of the Company or any of its Subsidiaries is in violation in any material respect of any term of any employment agreement, non-disclosure or confidentiality agreement with the Company or any of its Subsidiaries or non-competition agreement, non-solicitation agreement or any restrictive covenant with a former employer relating to the right of any such employee to be senior executive employed by or provide services to the any Purchased Company or any has given written notice of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersresignation.
Appears in 1 contract
Samples: Transaction Agreement (Connors Bros. Holdings, L.P.)
Employment Matters. (a) Except as has not had a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is the subject of, nor, to the Company’s Knowledge, is there threatened, any proceeding seeking to compel the Company or its Subsidiaries to bargain with any labor union, works council, or labor organization. There are no pending or, to the Company’s Knowledge, threatened material labor strikes, walkouts, work stoppages, slow-downs, lockouts, picketing, handbilling, unfair labor practice charges, labor grievances, labor arbitrations, or other material labor disputes involving the Company or any of its Subsidiaries, nor have there been any such material disputes within the past three years. Neither the Company nor any of its Subsidiaries is a party to or bound by, nor currently negotiating in connection with entering into, any collective bargaining agreement or any other labor-related labor agreement with any labor union, labor organization or works council, or other similar organization (each, a “Labor Agreement”). As of To the date of this AgreementCompany’s Knowledge, (i) there are no such agreement is presently being negotiated by union organizing activities against or affecting the Company or any of its Subsidiaries, nor have there been any such activities within the past three years.
(iib) no The Company and each of its Subsidiaries is, and for the past three years has been, in compliance with all applicable Laws relating to labor, employment and employment practices, including all applicable Laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), harassment, discrimination, retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar applicable Laws (collectively, the “WARN Act”)), employee notices, workers’ compensation, labor unionrelations, employee leave issues, pay transparency, restrictive covenants, affirmative action and unemployment insurance, except to the extent any failure to comply with applicable Laws has not had a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Authority relating to employees or employment practices. No material Action brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or works council has made a pending demand other representative of any employees of the Company or any of its Subsidiaries for recognition or certification, (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Company or any of its Subsidiaries presently is pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, (iv) to the Knowledge of Company, there are no labor union organizing activities with respect to any employees of the Company or its Subsidiaries and (v) there are no threatened, labor strikes, slowdowns, work stoppages, lockouts, or any similar activity, by employees of the Company or its Subsidiaries. None of the Company or any of its Subsidiaries has experienced any strike, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2008.
(b) The Company and its Subsidiaries are in compliance in all material respects with all Laws respecting employment and employment practices, harassment, discrimination, retaliation, terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings, compensation and benefits, wages and hours, proper classification of employees and independent contractors, and the payment of social security and other Taxes (“Employment Practices”).
(c) Except as indicated in Section 3.11(c) of would reasonably be expected to be material to the Disclosure Schedule, (i) there are no material Proceedings pending orCompany and its Subsidiaries, to the Knowledge of the Company, threatened involving any individuals providing services as an : no current or former employee or independent contractor to the Company and/or any of its Subsidiaries (collectively “Worker” or “Workers”), group of Workers, or individual and (ii) there are no material Proceedings relating to any Employment Practices pending, or to the Knowledge of the Company, threatened, before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other Governmental Authority against the Company or any of its Subsidiaries pertaining to any Worker, nor, to the Knowledge of the Company, are there any facts or circumstances which would reasonably be expected to give rise to such a claim being made.
(d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries are delinquent in any material payments to any current or former Worker for any wages, salaries, commissions, bonuses, or other compensation for any services performed by any current or former Worker or for any other amounts required to be reimbursed by the Company or any of its Subsidiaries to any current or former Worker (including vacation, sick leave, other paid time off or severance pay).
(e) (i) The Company and its Subsidiaries are in compliance in all material respects with the Worker Readjustment and Notification Act (the “WARN Act”) (29 USC §2101) and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any other governmental authority, (ii) neither the Company nor any of its Subsidiaries have taken any action that would constitute a “mass layoff” or “plant closing” within the meaning of the WARN Act or would otherwise trigger notice requirements or liability under any other comparable state or local law in the United States and (iii) neither the Company nor any of its Subsidiaries have taken any action that resulted in the termination of employment of 50 or more employees or more than 10% of the employees in any country outside of the United States during any 90 day period.
(f) As of the date of this Agreement, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is in violation in any material respect in violation of any valid term of any employment agreement, non-disclosure nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, or confidentiality agreement other restrictive covenant obligation (A) owed to the Company or any of its Subsidiaries, or (B) owed to any third party with respect to such individual’s right to be employed or engaged by the Company or any of its Subsidiaries.
(d) For the past three years, the Company and each of its Subsidiaries has promptly and appropriately investigated all material sexual harassment, or other discrimination, retaliation or policy violation allegations of which any of them are or have been aware. With respect to each such allegation with potential merit, the Company or its applicable Subsidiary has taken prompt corrective action that is reasonably calculated to prevent further improper action. The Company and its Subsidiaries do not reasonably expect any material liabilities with respect to any such allegations. To the Knowledge of the Company, there are no material allegations relating to officers, directors, employees, contractors, or agents of the Company or any of its Subsidiaries that would indicate a breach of fiduciary duty or non-competition agreementthat, non-solicitation agreement or any restrictive covenant with a former employer relating if known to the right of any such employee to be employed by or provide services to public, would bring the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersinto material disrepute.
Appears in 1 contract
Samples: Merger Agreement (Surmodics Inc)
