Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses. (b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union. (c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or to the Target 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 Target 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 Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.)
Employment Matters. (a) Section 3.20(a5.17(a) of the Royale Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants employees of the Target Company Royale Parties as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b5.17(b) of the Royale Disclosure Schedules, the Target Company is Royale Parties are not, and has have not been for the past five 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 five three (3) years, any Union representing or purporting to represent any employee of the Target CompanyRoyale Parties, and, to the Target Companyeach Royale Party’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b5.17(b) of the Royale Disclosure Schedules, to the Knowledge of each Royale Party, there has never been, nor has there been any no threat of, of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Royale Parties or any of its their employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been Except as would not reasonably be expected to have a Royale Material Adverse Effect, the Royale Parties are in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Royale Parties, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target Company Royale Parties as independent contractors or consultants are properly treated as independent contractors under all applicable Laws, except as would not reasonably be expected to have a Royale Material Adverse Effect. All employees of the Target Company Royale Parties classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified, except as would not reasonably be expected to have a Royale Material Adverse Effect. Except as set forth in Section 3.20(c)5.17(c) of the Royale Disclosure Schedules, there are no Actions against the Target Company any Royale Party pending, or to the Target Companyeach Royale Party’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 consultant or independent contractor of the Target CompanyRoyale Parties, 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 Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 8 contracts
Samples: Agreement and Plan of Exchange (Royale Energy, Inc.), Agreement and Plan of Exchange (Royale Energy, Inc.), Agreement and Plan of Exchange (Royale Energy, Inc.)
Employment Matters. (a) Section 3.20(a4.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants employees of the Target Company Partnership as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b4.20(b) of the Disclosure Schedules, the Target Company Partnership is not, and has not been for the past five 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 five three (3) years, any Union representing or purporting to represent any employee of the Target CompanyPartnership, and, to the Target CompanyPartnership’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b4.20(b) of the Disclosure Schedules, to the Knowledge of the Partnership, there has never been, nor has there been any no threat of, of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Partnership or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company Except as would not reasonably be expected to have a Partnership Material Adverse Effect, the Partnership is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Partnership, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target Company Partnership as independent contractors or consultants are properly treated as independent contractors under all applicable Laws, except as would not reasonably be expected to have a Partnership Material Adverse Effect. All employees of the Target Company Partnership classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified, except as would not reasonably be expected to have a Partnership Material Adverse Effect. Except as set forth in Section 3.20(c)4.20(c) of the Disclosure Schedules, there are no Actions against the Target Company Partnership pending, or to the Target CompanyPartnership’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 consultant or independent contractor of the Target CompanyPartnership, 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 Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 6 contracts
Samples: Agreement and Plan of Exchange (Royale Energy, Inc.), Agreement and Plan of Exchange (Royale Energy, Inc.), Agreement and Plan of Exchange (Royale Energy, Inc.)
Employment Matters. (a) No member of the Company Group currently has or ever has had any employees.
(b) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of each member of the Target Company Group as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a3.21(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of any member of the Target Company Group for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital StatementInterim Balance Sheet) and there are no outstanding agreements, understandings or commitments of any member of the Target Company Group with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(bc) Except as set forth in Section 3.20(b) No member of the Disclosure SchedulesCompany Group is, the Target Company is not, and or has not been for the past five yearsever been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsnever been, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) any member of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any UnionGroup.
(cd) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment consultants and employment practicesindependent contractors of any member of the Company Group, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employeestermination, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence absence, paid sick leave and unemployment insurance. All individuals characterized and treated by any member of the Target Company Group as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against any member of the Target Company Group pending, or to the Target CompanySeller’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 consultant or independent contractor of any member of the Target CompanyCompany Group, including, without limitation, any charge, investigation or claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours the Laws referred to in the first sentence of this paragraph or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 4 contracts
Samples: Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Document Security Systems Inc)
Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital StatementInterim Balance Sheet) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or to the Target 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 Target 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 Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 4 contracts
Samples: Merger Agreement (AIRO Group Holdings, Inc.), Merger Agreement (AIRO Group Holdings, Inc.), Merger Agreement (AIRO Group Holdings, Inc.)
Employment Matters. (a) Section 3.20(aThe Company is not a party to any labor or collective bargaining agreement with respect to the Employees.
(b) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) grievances or other labor disputes pending or, to the knowledge of Seller, threatened against the Disclosure Schedules contains a list Company.
(c) The Company has complied in all material respects with (i) all applicable domestic and foreign laws respecting employment and employment practices, terms and conditions of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereofemployment and wages and hours, including any such laws respecting employment discrimination, employee who is on a leave of absence of any natureclassification, paid or unpaidworkers’ compensation, authorized or unauthorizedfamily and medical leave, the Immigration Reform and Control Act, and sets forth for each such individual the following: (i) name; occupational safety and health requirements, and (ii) title the terms and conditions of any written employment agreement. There are no claims, investigations or position suits pending, or to Seller’s knowledge, threatened against the Company with respect to such laws or agreements, either by private individuals or Government Entities.
(including whether full or part time); (iiid) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure SchedulesThe Company does not, as of the date hereof, all maintain or contribute to any employee pension, profit sharing, bonus, deferred compensation, incentive compensation, stock option, employment, health, welfare, death benefit, retirement, savings or fringe employee benefit plans, agreements, practices or arrangements, including wagesany “employee benefit plans” as defined in Section 3(3) of ERISA (“Employee Benefits Plans”) and the Company will not, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (Closing Date, establish or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect commence contributions to any compensation, commissions or bonusessuch plans.
(e) There are no claims (other than routine claims for benefits) or lawsuits involving Employees that have been asserted or instituted against the Company, or to Seller’s knowledge any Employee Benefit Plan.
(f) The consummation of the Transactions contemplated by this Agreement (alone or together with any other event which, standing alone, would not by itself trigger such entitlement or acceleration) shall not (i) entitle any Employee to any benefit under any Employee Benefit Plan; (ii) accelerate the time of payment or vesting, or increase the amount, of any compensation due to any such person under any Employee Benefit Plan; or (iii) entitle any Employee to any bonus or incentive compensation.
(g) No Employee is or may become entitled to post-employment life insurance or medical benefits (whether or not insured), other than (a) coverage mandated by Section 4980B of the Code or other applicable law, or (b) Except as set forth in Section 3.20(bcoverage provided pursuant to the terms of any Employee Benefit Plan.
(h) of the Disclosure Schedules, the Target Company No former or current Employee is not, and has not been for the past five years, a party to, or is otherwise bound by, any Contract that in any way adversely affects, 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 will affect the past five years, any Union representing or purporting to represent any employee ability of the Target Company, and, Company to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of conduct its employees. The Target Company has no duty to bargain with any Unionbusiness.
(ci) The Target Company is and has been does not have or otherwise contribute to or participate in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or any employee benefit plan subject to the Target Company’s KnowledgeEmployee Retirement Income Security Act of 1974, 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 Target 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 Lawsas amended.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Liquid Holdings Group LLC), Stock Purchase Agreement (Liquid Holdings Group LLC)
Employment Matters. (a) Section 3.20(a4.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants employees of the Target Company Corporation as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b4.20(b) of the Disclosure Schedules, the Target Company Corporation is not, and has not been for the past five 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 five three (3) years, any Union representing or purporting to represent any employee of the Target CompanyCorporation, and, to the Target CompanyCorporation’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b4.20(b) of the Disclosure Schedules, to the Knowledge of the Corporation, there has never been, nor has there been any no threat of, of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Corporation or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company Except as would not reasonably be expected to have a Corporation Material Adverse Effect, the Corporation is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Corporation, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target Company Corporation as independent contractors or consultants are properly treated as independent contractors under all applicable Laws, except as would not reasonably be expected to have a Corporation Material Adverse Effect. All employees of the Target Company Corporation classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified, except as would not reasonably be expected to have a Corporation Material Adverse Effect. Except as set forth in Section 3.20(c)4.20(c) of the Disclosure Schedules, there are no Actions against the Target Company Corporation pending, or to the Target CompanyCorporation’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 consultant or independent contractor of the Target CompanyCorporation, 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 Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 2 contracts
Samples: Agreement and Plan of Exchange (Royale Energy, Inc.), Agreement and Plan of Exchange (Royale Energy Inc)
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Liability Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsbeen, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, There is not now nor has there ever been any threat made to a Company officer of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth The Company is in Section 3.20(c)compliance with and has complied with all immigration laws, there including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company pending, or to the Target 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 Target Company, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action before Closing that would trigger the WARN Act.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.), Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.)
Employment Matters. (a) Section 3.20(a3.17(a) of the Company Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five yearsnever been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsnever been, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Company, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company pending, or to the Target 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 Target 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 Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 2 contracts
Samples: Merger Agreement (Abeona Therapeutics Inc.), Merger Agreement (Abeona Therapeutics Inc.)
Employment Matters. (a) Section 3.20(aSchedule 4.17(a) of the Disclosure Schedules contains a list of all persons who are employees, independent consultants or contractors or consultants of the Target Company Seller as of the date that is three (3) Business Days prior to the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) original hire date (and last or adjusted hire date, if applicable); (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensationcompensation arrangement (including target bonus, if applicable); and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a; and (vii) whether such individual is actively at work and, if not, the nature of the Disclosure Schedulesabsence to the extent disclosable in accordance with applicable Law, as the policy or Benefit Plan under which such absence is authorized, the start date of such absence and the expected return date therefrom. As of the date hereofClosing Date, all compensation, including wages, commissions and bonuses, payable to all employees, independent consultants or contractors or consultants of the Target Company Seller for services performed on or prior to the date hereof Closing Date will have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonusesfull.
(b) Except as set forth in Section 3.20(bon Schedule 4.17(b), (i) each employee listed on Schedule 4.17(a) is an “at-will” employee as such term is defined by applicable Law, and (ii) the Seller is not a party to any employment Contract or any consulting or similar Contract for the provision of services to the Seller, or any severance, change of control, retention or other similar agreement, plan or arrangement with any employee.
(c) To Seller’s Knowledge, there have been no unionization (or works council related) activities involving employees of the Disclosure Schedules, the Target Company is not, and has not been for Seller during the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Seller or any of its employees. The Target Company has no duty to bargain with any Union.
(cd) The Target Company Except as set forth in Schedule 4.17(d), the Seller is in compliance and has been complied, in compliance all material respects, with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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, occupational health and safety, workers’ compensation, leaves of absence absence, collection any payment of withholding Taxes, Social Security Taxes and similar Taxes and unemployment insurance. All individuals characterized and treated by the Target Company Seller as independent consultants or contractors or consultants are properly treated as independent contractors under all applicable Laws. All individuals that are or were required by applicable Laws to be characterized or treated as employees of the Target Company have been properly so characterized or treated at all relevant times. All employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), Schedule 4.17(d) there are no Actions against the Target Company Seller pending, or to the Target CompanySeller’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 Target CompanySeller, including, without limitation, including any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours hours, occupational exposure to Hazardous Materials or any other employment-employment related matter arising under applicable Laws.
(de) The Target Company Seller has complied complied, in all material respects, with the WARN Act, Act during the last twelve months and it has no plans to undertake any action in the future that would trigger the WARN Act. The Seller has not implemented or been involved in any “mass layoff” or “plant closing” (as defined in the WARN Act) within the last twelve (12) months.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Newpark Resources Inc), Asset Purchase Agreement (Newpark Resources Inc)
Employment Matters. (a) Section 3.20(aExhibit 4.12(a)(i) sets forth, as of December 31, 2016, for AOAG and each Target Group Company, the Disclosure Schedules contains number of current Employees of those entities (on a headcount basis) and a true and complete list of all persons who are employeesKey Employees of AOAG, independent contractors or consultants of the Assets Sellers, the Target Company as Group Companies and the Controlled Dealership Entities. As of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, this Agreement and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except except as set forth in Section 3.20(aon Exhibit 4.12(a)(ii), to the Knowledge of General Motors, no Key Employee has given or received notice of termination of his/her employment or has entered into a termination agreement with AOAG, the relevant Assets Seller, the relevant Target Group Company or the relevant Controlled Dealership Entity (as the case may be) or has made or received an offer to enter into a termination agreement or expressed his/her intention to do any of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonusesforegoing.
(b) Except as set forth in Section 3.20(bExhibit 4.12(b), (i) none of the Employees or Key Employees has been granted or promised any compensation, severance or other benefit or protection in connection with the Transactions or their consummation or any transaction in connection with this Agreement and (ii) neither the consummation of this Agreement nor of any transaction contemplated in connection with this Agreement will result in, or accelerate, the payment or vesting of any benefit or right to any Employee or Key Employee.
(c) Exhibit 4.12(c) contains a true and complete list (fairly identifying each of the following written agreements and commitments) of all collective bargaining agreements, material shop agreements or any other material agreements with unions, works councils or other employee representative bodies, and similar collective arrangements, as well as, with respect to current Employees of AOAG and any German Target Group Company or material general commitments (Gesamtzusagen) that are binding on AOAG, any Assets Seller, any Target Group Company or any Controlled Dealership Entity (collectively, the Disclosure Schedules“Collective Agreements”).
(d) To the Knowledge of General Motors, each of AOAG, the Assets Sellers, the Target Company is notGroup Companies and the Controlled Dealership Entities are maintaining and operating each (i) Pension Plan (other than in respect of the General Motors Retirees Pension Plan, the Millbrook Pension Plan and has not been for the past five yearsVauxhall and Associated Companies Pension Fund), a party to(ii) bonus or incentive plan, bound by(iii) severance plan, (iv) retention plan, (v) employee benefit plan (including health plans, disability plans, life insurance plans and other welfare plans sponsored, maintained or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization contributed by it (collectively, the “UnionEmployee Benefit Plans”)) in compliance in all material respects with its terms and applicable Law, and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee including (other than in respect of the Target Company, and, to Retained UK Pension Plans) any applicable legally required funding obligations. A true and complete list of the Target Company’s Knowledge, no Union or group of employees Employee Benefit Plans (except those that are not material and except for those maintained and operated by the Controlled Dealership Entities) is seeking or has sought to organize employees for the purpose of collective bargaining. set forth on Exhibit 4.12(d).
(e) Except as set forth in Section 3.20(b) Exhibit 4.12(e), none of AOAG, any of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Assets Seller or any of the Target Group Companies is subject to any employment safeguarding arrangements, obligations to maintain sites or locations, or any other restrictions as to the closure, downsizing or other restructuring measures affecting its employees. The Target Company has no duty to bargain with workforce (or portions thereof) except for any Unionrestrictions under applicable Law or Collective Agreements.
(cf) The AOAG, each Assets Seller and each Target Group Company is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion Employee Matters 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. relevant Collective Agreements.
(g) Except as set forth in Section 3.20(cExhibit 4.12(g), there are no Actions against legal disputes pending or, to the Knowledge of General Motors, threatened, before any court, arbitrator or mediator (including, with respect to AOAG and the German Target Group Companies, any conciliation board proceedings (Einigungsstellenverfahren) (i) between AOAG, the Assets Sellers, the Target Company pendingGroup Companies or the Controlled Dealership Entities, on the one hand, and any union or employee representative body, on the other hand, or to the Target 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 Target Company, including, without limitation(ii) involving AOAG, any claim relating to unfair labor practicesAssets Seller, employment discrimination, harassment, retaliation, equal pay, wage and hours any Target Group Company or any other employment-related matter Controlled Dealership Entity in respect of an Employee Matter that involves or could affect more than one Employee, in each case in which the amount in dispute exceeds, individually, €150,000 or, forming part of a series of disputes arising under applicable Lawsfrom the same facts or having the same legal basis of claim, which exceeds, in the aggregate, €300,000.
(dh) The Exhibit 4.12(h) contains a list with reasonable identification of (i) all individuals classified as International Service Personnel by General Motors on its books and records and (ii) all individuals classified as Permanent Internationally Mobile Staff by General Motors on its books and records, in each case who are, as of the date hereof, seconded from General Motors or a Subsdiary thereof (other than AOAG, an Assets Seller, a Target Group Company has complied with or a Controlled Dealership Entity) to AOAG, an Assets Seller, a Target Group Company or a Controlled Dealership Entity (the WARN Act“ISPs” and “PIMS”, and it has no plans to undertake any action that would trigger the WARN Actrespectively).
Appears in 2 contracts
Samples: Master Agreement (General Motors Co), Master Agreement (General Motors Financial Company, Inc.)
Employment Matters. (a) Section 3.20(aSchedule 3.24(a) of the Disclosure Schedules contains sets forth a true and complete list of all persons who are employeesevery employment agreement, independent contractors commission agreement, employee group or consultants executive medical, life, or disability insurance plan, and each incentive, bonus, profit sharing, retirement, deferred compensation, equity, phantom stock, stock option, stock purchase, stock appreciation right or severance plan of the Target Company as of now in effect or under which the date hereofTarget Company has or might have any obligation, including or any understanding between the Target Company and any employee who is on a leave concerning the terms of absence such employee’s employment that does not apply to the Target Company’s employees generally (collectively, “Labor Agreements”). The Target Company has previously delivered to the Acquirer true and complete copies of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title Labor Agreement, any employee handbook or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants policy statement of the Target Company for services performed on Company, and complete and correct information in all material respects concerning the Target Company’s employees and individual independent contractor or prior to consultants. Schedule 3.24(a) sets forth a true and complete list of the date hereof have been paid in full (or accrued in full on names, business addresses and titles of the audited balance sheet contained in the Closing Working Capital Statement) directors and there are no outstanding agreements, understandings or commitments officers of the Target Company with respect to any compensation, commissions or bonusesCompany.
(b) Except as disclosed on Schedule 3.24(b) (arranged in subsections corresponding to the subsections set forth in Section 3.20(bbelow):
(i) all employees of the Disclosure Schedules, the Target Company is notare employees at will, and the employment of each employee by the Target Company may be terminated immediately by the Target Company, as applicable, without any cost or liability except severance in accordance with the Target Company’s standard severance practice as disclosed on Schedule 3.24(b);
(ii) to the Knowledge of the Owners, no employee of the Target Company has any plans to terminate his or her employment now or in the near future, whether as a result of the transactions contemplated hereby or otherwise;
(iii) to the Knowledge of the Owners, no employee of the Target Company, in the ordinary course of his or her duties, has breached any obligation to a former employer in respect of any covenant against competition or soliciting clients or employees or servicing clients or confidentiality or any proprietary right of such former employer; and
(iv) The Target Company is not been for the past five years, a party to, bound by, or negotiating to any collective bargaining agreement or other Contract with a union, works council Union or has any material labor organization (collectively, “Union”)relations problems, and there is not, and has not been for the past five years, any no pending representation question or Union representing or purporting to represent any employee organizing activity respecting employees of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance complied with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules all Labor Agreements and all applicable Laws pertaining laws relating to employment and employment practicesor labor, including without limitation all Laws laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigrationimmigration (including without limitation I-9 and E-Verify requirements), work authorizations, 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 To the Knowledge of Owners, there is no legal prohibition with respect to the permanent residence of any employee of the Target Company in the United States or his or her permanent employment by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees and, to the Knowledge of the Owners, all Target Company employees are legally authorized to work in the United States. The Target Company has properly classified and treated all of their employees as exempt or non-exempt under the federal Fair Labor Standards Act and state and local wage and hour laws are properly classifiedlaws. Except as set forth in Section 3.20(c)The Target Company has not incurred any liability under the WARN Act. No present or former employee, there are no Actions officer, or director of the Target Company has any claim against the Target Company pendingfor any matter including for wages, salary, or vacation or sick pay, or otherwise under any Labor Agreement (other than amounts that have not yet become due and payable and will be provided in the ordinary course of the relationship as contemplated in such Labor Agreement). All accrued obligations of the Target Company applicable to its employees, whether arising by operation of Law, by Contract, by past custom or otherwise, for payments by the Target Company to any trust or other fund or to any Authority, with respect to unemployment or disability compensation benefits, social security benefits, under ERISA or otherwise, have been paid or adequate accruals therefor have been made.
(d) Schedule 3.24(d) sets forth all Actions, proceedings, governmental investigations or administrative proceedings of any kind against the Target Company of which the Target Company has been notified within three (3) years preceding the date of this Agreement regarding its employees, independent contractors, or consultants including without limitation any such Actions, proceedings, governmental investigations or administrative proceedings of any kind related to the Target Company’s Knowledgeemployment practices or operations as they pertain to conditions of employment, 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 Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, whistleblowing, equal pay, wage health and hours safety, overtime compensation, unemployment insurance, workers compensation insurance, or any other employment-employment related matter arising under applicable Lawsbefore any Authority, including the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, the Occupational Safety and Health Administration, and/or state or local equivalents. The Target Company (i) has reasonably promptly investigated all sexual harassment, or other discrimination, retaliation or policy violation allegations of which the Target Company are aware, (ii) has taken reasonably prompt corrective action that is reasonably calculated to prevent further improper action in response to each such allegation with potential merit, and (iii) is not aware of any allegations relating to officers, directors, executives, or other key employees of the Target Company that, if known to the public, would bring the Target Company into material disrepute.
(de) The Except as set forth in Schedule 3.24(e), there are no material pending or, to the Knowledge of the Owners, threatened claims or proceedings against the Target Company under any worker’s compensation policy or long-term disability policy.
(f) Except as disclosed on Schedule 3.24(f), since December 31, 2019 there have been no “employment losses” as defined under the WARN Act (or any other applicable state and local plant closing/mass layoff law or ordinance) as to any employees of the Target Company or any Subsidiary within the six (6) month period prior to Closing.
(g) Except as disclosed on Schedule 3.24(g), in the past five (5) years the Target Company has complied with not received any notice, complaint, or citation from the WARN Actfederal Occupational Safety and Health Administration or any state or local equivalent, or by or on behalf of any Target Company employee, related to occupational health and it has no plans safety laws applicable to undertake any action that would trigger the WARN ActTarget Company employees.
Appears in 2 contracts
Samples: Merger Agreement (Isoray, Inc.), Merger Agreement (Isoray, Inc.)
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Seller as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company Seller for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statementsheet) and there are no outstanding agreements, understandings or commitments of the Target Company Seller with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company Seller is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsbeen, any Union representing or purporting to represent any employee of the Target CompanySeller, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Seller or any of its employees. The Target Company Seller has no duty to bargain with any Union.
(c) The Target Company Seller is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company Seller as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Seller classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company Seller pending, or to the Target CompanySeller’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 Target 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 LawsSeller.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.), Membership Interest Purchase Agreement
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent consultants, or contractors or consultants of the Target Company each Seller as of the date hereof, including any employee who is those on a leave of absence or who otherwise have an expectation of any nature, paid recall or unpaid, authorized or unauthorizedreemployment, 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 bonus, or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a; (vii) of the Disclosure Schedulesleave status; and (viii) exempt or non-exempt status under state and federal wage, as of the date hereofhour, all compensationand overtime laws, including the Fair Labor Standards Act. All salary, wages, commissions and bonuses, bonuses payable to all employeesHired Employees, independent consultants, or contractors or consultants of the Target Company any Seller for services performed on or prior to the date hereof have been Closing Date shall be paid in full (or accrued by Sellers in full on the audited balance sheet contained in accordance with Sellers’ payroll policies and applicable Law. As of the Closing Working Capital Statement) and Date, there are will be no outstanding agreements, understandings understandings, or commitments of the Target Company any Seller with respect to any compensationcommissions, commissions bonuses, or bonusesincreases in compensation with respect to any Hired Employees relating to any period after the Closing Date. There are no employees of Parent or any of its Affiliates (other than Sellers) that are primarily employed for the Business. Each Employee is employed solely and exclusively by one of the Sellers and is not jointly employed by any other Seller or third party.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company No Seller is not, and has not been for the past five years, a party to, or bound by, or negotiating any collective bargaining agreement or other Contract Contract, agreement, or other understanding with a union, works council or labor organization (collectively, “Union”)representing its Employees, and there is notare no labor organizations representing, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, andor, to the Target Company’s Sellers’ Knowledge, no Union attempting to represent or group organize any Employee of employees is seeking or has sought to organize employees for the purpose of collective bargainingany Seller. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor nor, to Sellers’ Knowledge, has there been any overt threat of, any strike, slowdown, work stoppage, lockout, proceeding to compel collective bargaining, concerted refusal to work overtime overtime, or other similar labor disruption activity or dispute affecting the Target Company any Seller or any of its employeesEmployees. The Target Company No Seller has committed any unfair labor practice and no duty grievance is pending or, to bargain Sellers’ Knowledge, threatened against any Seller by any labor organization for Employee. To Sellers’ Knowledge no organizational effort is presently being made or threatened by or on behalf of any labor organization with respect to Employees of any UnionSeller.
(c) The Target Company Each Seller is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules OSHA and all other applicable Laws 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, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, affirmative action, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence absence, including military leaves and family and medical leaves, reinstatement, and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company any Seller pending, or to the Target Company’s Sellers’ Knowledge, overtly 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 Target Companyany Seller, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours compensation, wages, hours, overtime pay, or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied Each Seller is responsible for the payment of any and all wages, benefits, and other amounts owing to each Employee for all periods up to and including the Closing Date.
(e) Each Seller is and will remain in compliance with the WARN Act, and it has no plans to undertake any action that would trigger the WARN ActAct in connection with this transaction.
Appears in 2 contracts
Samples: Asset Purchase Agreement (CompuCredit Holdings Corp), Asset Purchase Agreement (Advance America, Cash Advance Centers, Inc.)
Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in on Section 3.20(a4.13(a) of the Disclosure Schedules, as with respect to Employees: (i) the Company is are not party to a collective bargaining agreement having provisions covering the Employees or other legally binding commitments with any trade union or employee organization or group in respect of or affecting Employees or are currently negotiating any such agreement, (ii) no claim, charge or complaint against the date hereofCompany is currently pending or threatened before the National Labor Relations Board, all compensationthe Occupational Safety and Health Administration, including wagesor the Equal Employment Opportunity Commission or before any analogous entity in any country, commissions state or locality or any court, arbitration or other tribunal, (iii) there are no labor strikes, boycotts, picketing, disputes, requests for representation, union organizational activity or other concerted activity, slow downs, stoppages or charges or complaints of unfair labor practice pending or threatened against the Company, and bonuses, payable to all employees, independent contractors or consultants of (iv) the Target Company for services performed on or has not taken any action within six (6) months prior to the date hereof have been paid in full (Signing Date that would constitute a mass layoff or accrued in full on plant closing under the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonusesWARN Act.
(b) Except as set Set forth in on Section 3.20(b4.13(b) of the Disclosure SchedulesSchedules is a complete and correct list of all Employees, as of the Signing Date, of the Company, including each such Employee’s name, age, title, base salary or wage rate, current target bonus entitlement and other incentive or contingent compensation, start date, work location, amount of accrued but unused vacation, status as employee or independent contractor, exempt or non-exempt, part-time or full-time, and whether or not such employee is on leave of absence (and if so, the Target Company is notreason for absence and the expected date of return to work, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”if any), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to regarding labor, employment and employment practices, including all but not limited to Laws relating to labor relationsthe hiring and termination of employees, discrimination, retaliation, equal employment opportunities, fair employment practicesdisability, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, wages and 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act of 1938, employee benefits, paid sick days/leave entitlements and state benefits (including the federal Emergency Paid Sick Leave Act and local wage the federal Emergency Family and hour laws are properly classifiedMedical Leave Expansion Act). Except as set forth in Section 3.20(c), there are no Actions against the Target The Company pending, or to the Target 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 Target 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 Target Company has complied with the WARN Actis not, and it at no time in the past two (2) years has been, party to an any agreement resolving or otherwise related to direct or indirect allegations of sexual harassment or sexual misconduct and no plans to undertake such allegations have been made against any action that would trigger the WARN ActEmployee.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Body & Mind Inc.), Membership Interest Purchase Agreement (Body & Mind Inc.)
Employment Matters. (a) Section 3.20(a) of Except as disclosed in the Disclosure Schedules contains a list of all persons who are employeesCompany Reports filed since December 31, independent contractors or consultants of the Target Company as of 2009 and prior to the date hereof, (i) the Company is not a party to or bound by any Employment Agreement and (ii) except as otherwise contemplated by Section 1.7, no severance or other payment will become due or benefits or compensation increase or accelerate as a result of the transactions contemplated by this Agreement, solely or together with any other event, including a subsequent termination of employment. The employment of each of the employees of the Company is terminable by the Company at will. The Company has not made any verbal commitments to any officers, employees, former employees, consultants or independent contractors with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated by this Agreement or otherwise.
(b) Section 3.12(b) of the Company Disclosure Letter sets forth with respect to each current employee of the Company (including any employee who is on a leave of absence or on layoff status subject to recall), (A) the name of any nature, paid or unpaid, authorized or unauthorizedsuch employee and the date as of which such employee was originally hired by the Company, and sets forth for each whether the employee is on an active or inactive status, (B) such individual the following: employee’s title, (iC) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base such employee’s annualized compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as of this Agreement (except vacation and paid time off accrual amounts, which are set forth as of the last day of the month immediately preceding the date of this Agreement), including base salary, vacation and/or paid time off accrual amounts, bonus and/or commission potential, severance pay potential, and any other compensation forms; (D) any Company Permit that is held by such employee and that is used in connection with the Company’s business, and (E) whether, under applicable Labor Laws, the employee is an exempt or non-exempt employee. The Company has required each current and former employee of the Company to execute nondisclosure and confidentiality agreements in accordance with the Company’s customary practices and procedures.
(c) Section 3.20(a3.12(c) of the Company Disclosure SchedulesLetter contains a list of Persons who are currently performing services for the Company and are classified as “consultants” or “independent contractors,” the respective compensation of each such “consultant” or “independent contractor” and whether the Company is party to a consulting or independent contractor agreement with such Person. All such agreements have been made available to Parent. Any Persons now or heretofore engaged by the Company as independent contractors, rather than employees, have been properly classified as such, are not entitled to any compensation or benefits to which employees are or were at the relevant time entitled, and were and have been engaged in accordance with all applicable Laws. The Company is not a party to or bound by any material consulting or independent contractor agreements that cannot be terminated at the Company’s election on thirty (30) days’ prior notice without Liability.
(d) The Company has made available to Parent accurate and complete copies of all employee manuals and handbooks, employment policy statements and Employment Agreements.
(e) Section 3.12(e) of the Company Disclosure Letter contains a list of the Designated Employees.
(i) None of the current officers and directors of the Company has given the Company formal written notice terminating his or her employment with the Company, or terminating his or her employment upon a sale of, or business combination relating to, the Company or in connection with the transactions contemplated by this Agreement, and to the Company’s Knowledge, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants none of the Target Designated Employees has expressed or otherwise indicated that he or she will not accept employment with Parent or the Final Surviving Entity, as the case may be, (ii) the Company for services performed on or prior does not have a present intention to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with terminate the employment of any current officer or former applicant, employee, consultant, volunteer, intern or independent contractor director of the Target Company, including(iii) to the Company’s Knowledge, without limitationas of the date hereof, none of the Designated Employees has received, or is currently considering, an offer to join a business that is competitive with the Company’s business, (iv) to the Company’s Knowledge, as of the date hereof, none of the Designated Employees is a party to or is bound by any claim relating to unfair labor practicesemployment contract, employment discriminationpatent disclosure agreement, harassment, retaliation, equal pay, wage and hours non-competition agreement or any other restrictive covenant related to employment-related matter arising under applicable Laws.
, or subject to any judgment, decree or order of any Governmental Entity, and (dv) The Target the Company has complied not been engaged in any material dispute or any litigation with an Employee regarding intellectual property matters. The Company has made available to Parent true, correct and complete forms of any existing arbitration agreements or confidentiality agreements between the WARN Act, Company and it has no plans to undertake any action that would trigger an officer or employee of the WARN ActCompany.
Appears in 2 contracts
Samples: Merger Agreement (Emergent BioSolutions Inc.), Merger Agreement (Trubion Pharmaceuticals, Inc)
Employment Matters. (a) Section 3.20(a6.14(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Telecom System as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a6.14(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, bonuses payable to all employees, independent contractors or consultants of the Target Company Telecom System for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company City or Blue Water with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b6.14(b) of the Disclosure Schedules, the Target Company is City or Blue Water are not, and has have not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract contract or agreement with a union, works council or labor organization (collectively, “Union”)) applicable to the Telecom System, and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of the Target CompanyTelecom System, and, to the Target CompanyCity’s Knowledge, no Union or group of employees of the Telecom System is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Telecom System or Blue Water or any employees of its employeesthe Telecom System. The Target Company Neither the City nor Blue Water has no any duty to bargain with any UnionUnion regarding the Telecom System.
(c) The Target Company is City and has Blue Water are and have been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Telecom System, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ ' compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target Company City or Blue Water as consultants or independent contractors or consultants of the Telecom System are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Telecom System classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company City or Blue Water pending, or to the Target CompanyCity’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 Target CompanyTelecom System, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 2 contracts
Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; No member of the Company Group is party to or bound by any union contract, collective bargaining agreement or other similar type of Contract, (ii) title (A) no member of the Company Group has agreed to recognize any union or position other collective bargaining representative, (including whether full B) no union or part time); group of employees has made a pending demand for recognition and (C) there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board and (iii) hire date; (iv) current annual base compensation rate; (v) commissionno union or collective bargaining representative has been certified as representing any Company Employees and, bonus or other incentive-based compensation; and (vi) a description to the Knowledge of the fringe benefits provided Company, no organizational attempt has been made or threatened by or on behalf of any labor union or collective bargaining representative with respect to each such individual as of the date hereofany Company Employees. Except as set forth in Section 3.20(a3.16(a) of the Company Disclosure SchedulesLetter, no member of the Company Group is party to or bound by any independent contractor agreement, consulting agreement or other similar type of Contract (with any natural Person) that cannot be terminated upon a month or less notice without Liability of more than $25,000 to any member of the Company Group.
(b) The Company has made available to Buyer a correct and complete list that sets forth, as of the date hereof, all the title, location, employer, date of hire, exempt/non-exempt status, employment status (i.e., whether full-time, temporary, leased, etc.), active or inactive status (including type of leave, if any), base compensation, bonus/commission and total compensation for the prior year and current annual base salary or hourly wage rate (or other compensation), target bonus/commission for the current year and total compensation for the current year to date with respect to each Company Employee, as well as the total cumulative accrued, but unused, vacation time for all Company Employees as of the date of this Agreement. The Company is the only member of the Company Group that currently has, and has ever had, any employees.
(c) No member of the Company Group employs any employee who cannot be dismissed immediately, whether currently or immediately after the consummation of the Transactions, without notice or cause and without further Liability to any member of the Company Group. To the Knowledge of the Company, no employee, consultant or independent contractor who is employed by any member of the Company Group or who provides services to any member of the Company Group or either of the REITs intends to terminate his or her employment relationship or engagement.
(d) Since January 1, 2012, all Company Employees who work in the United States have been, and all former employees of the Company or any of its Affiliates (who provided services to any member of the Company Group or either of the REITs) who worked in the United States whose employment terminated, voluntarily or involuntarily, prior to the Closing Date, were legally authorized to work in the United States. The Company has completed and retained the, since January 1, 2012, necessary employment verification paperwork under IRCA for employees hired prior to the Closing Date. Further, since January 1, 2012, the Company was in compliance with both the employment verification provisions (including wagesthe paperwork and documentation requirements) and the anti-discrimination provisions of IRCA.
(e) Since January 1, commissions 2012, all individuals who perform services for any member of the Company Group or either of the REITs have been classified correctly, in accordance with the terms of each Employee Benefit Plan and bonusesERISA, payable to the Code, the Fair Labor Standards Act and all other Applicable Laws, as employees, independent contractors or consultants leased employees, and no member of the Target Company for services performed on Group, or prior any of their Affiliates, has received notice to the date hereof have been paid in full (contrary from any Person or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonusesGovernmental Authority.
(bf) Except as set forth in Section 3.20(b3.16(f)(i) of the Company Disclosure SchedulesLetter, since January 1, 2012, the Target Company is notGroup has been in compliance with all Applicable Laws respecting labor and employment, including termination of employment or failure to employ, employment practices, terms and has not been for conditions of employment, immigration, wages and hours, working time, employment standards, civil rights, discrimination and retaliation, occupational safety and health, family or medical leave, exempt/non-exempt and contingent worker classifications and workers’ compensation and the past five yearsWorker Adjustment Retraining & Notification Act of 1988, a party to, bound byas amended, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargainingsimilar Applicable Law. Except as set forth in Section 3.20(b3.16(f)(ii) of the Company Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c)Letter, there are no Actions against the Target Company labor or employment Proceedings pending, or to the Target Company’s KnowledgeKnowledge of the Company threatened, threatened to be brought between any member of the Company Group and any employees, current or filedformer, 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 member of the Target 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 LawsCompany Group.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (American Capital Agency Corp), Purchase and Sale Agreement (American Capital, LTD)
Employment Matters. Seller has delivered to Purchaser a complete and accurate list, by employer (a) Section 3.20(a) e.g., the Company, specific Subsidiary of the Disclosure Schedules contains a list Company), of all persons who are employees, independent contractors or consultants the employees of the Target Company as of the date hereofor its Subsidiaries (excluding temporary and on-call workers), including any employee who is on a leave of absence of any naturewhether full-time or part-time, paid or unpaid, authorized or unauthorized, and sets setting forth for each such individual the following: employee (i) name; title, (ii) title or position (including whether full or part time); location of employment, (iii) original hire date; , (iv) current annual base compensation rate; salary, (v) commissiontwo (2) year salary history, bonus or other incentive-based compensation; and (vi) a description of current bonus targets, and (vii) bonuses received over the fringe benefits provided to each such individual as of the date hereofpast two (2) years. Except as set forth in Section 3.20(a) specified on Schedule 3.19, none of the Disclosure Schedules, as employees of the date hereofCompany or its Subsidiaries includes any Person who is not a United States citizen. None of Purchaser, all compensation, including wages, commissions and bonuses, payable to all employees, the Company or any Subsidiary will incur any Liability for the improper classification by the Company or any Subsidiary of such employees as independent contractors or consultants of the Target Company for services performed on or leased employees prior to the date hereof have been paid in full (Closing or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there as being exempt from overtime pay. There are no outstanding agreements, understandings collective bargaining agreements with any union or commitments other bargaining group for any employees of the Target Company with respect to or any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) Subsidiary and Seller has no knowledge of the Disclosure Schedules, the Target Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargainingunion organizational efforts involving such employees. Except as set forth specified on Schedule 3.19, no employee described in Section 3.20(bExhibit H (a “Key Employee”) of has left the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any Subsidiary since January 1, 2007. No current Key Employee has indicated any present or future intention or, to Parent’s and Seller’s knowledge, intends to terminate his or her employment with the Company or any Subsidiary or not to engage in employment with Purchaser. With respect to all current and former employees, each of its employees. The Target the Company has no duty to bargain with any Union.
(c) The Target Company and each Subsidiary is and has been in compliance with the terms all provisions of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws Law pertaining to the employment and employment practicesterminating of employees, including without limitation all Laws relating to labor relations, equal employment opportunitiespractices, fair employment practices, employment pay equity, entitlements, prohibited discrimination, harassmentterms and conditions of employment, 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, occupational health and safety, workers’ compensationwages and hours, leaves of absence withholding requirements, or other similar employment or hiring practices or acts, and unemployment insuranceneither the Company nor any Subsidiary is or has been engaged in any unfair labor practice, except where such noncompliance would not reasonably be expected to result in a Material Adverse Change. All individuals characterized To Parent’s and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under Seller’s knowledge, with respect to all applicable Laws. All employees current and former employees, each of the Target Company classified and each Subsidiary is and has been in compliance with all provisions of Law pertaining to the employment and terminating of employees, including without limitation all Laws relating to labor relations, equal employment practices, fair employment practices, pay equity, entitlements, prohibited discrimination, terms and conditions of employment, occupational health and safety, wages and hours, withholding requirements, or other similar employment or hiring practices or acts, and neither the Company nor any Subsidiary is or has been engaged in any unfair labor practice. Neither the Company nor any Subsidiary is a party to any Action involving a violation or alleged violation of any of the Laws referred to in the preceding sentence. Without limiting the generality of the foregoing, with respect to all United States employees, (A) the Company and the Subsidiaries are and have at all times in the past been in compliance with the WARN Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, as exempt under amended (“COBRA”), the Fair Labor Standards Immigration and Nationality Act, as amended, the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”), and state the Immigration Reform and local wage Control Act of 1986, except where the failure to do so would not reasonably be expected to result in a Material Adverse Change, and hour laws (B) to Parent’s and Seller’s knowledge, the Company and the Subsidiaries are properly classifiedand have at all times in the past been in compliance with the WARN Act, COBRA, the Immigration and Nationality Act, as amended, USERRA, and the Immigration Reform and Control Act of 1986. Except as set forth on Schedule 3.19, the consummation of the transactions contemplated by this Agreement will not (either alone or in Section 3.20(c)conjunction with another event, there such as a termination of employment or other services or continuation of employment) entitle any employee or other Person to receive severance, any stay or retention bonus or other compensation which would not otherwise be payable absent the consummation of the transactions contemplated by this Agreement or cause the vesting or acceleration of the time of payment of any award or entitlement under any Employee Benefit Plan. All amounts due or accrued for all salary, wages, bonuses, commissions, vacation with pay, and benefits under Employee Benefit Plans have either been paid or are accurately reflected in the Books and Records. The Company and its Subsidiaries have no Actions against outstanding assessments, penalties, fines, liens, charges, surcharges or other amounts due or owing pursuant to any applicable workplace safety or insurance Laws, and neither the Target Company pendingnor any Subsidiary has been reassessed under such Laws during the past three years, or and to the Target Company’s Knowledgeknowledge of Parent and Seller, 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 no audit of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours Company or any other employment-related matter arising under Subsidiary is currently being performed with respect to any applicable workplace safety and insurance Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement (ICF International, Inc.), Stock Purchase Agreement (infoGROUP Inc.)
Employment Matters. (a) Section 3.20(aSchedule 4.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) namename and employer; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure SchedulesSchedule 4.20(a), as of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of any of the Target Company Sellers with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company No Seller is not, and now or has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company a Seller or any employees of its employeesthe Business. The Target Company No Seller has no a duty to bargain with any Union.
(c) The Target Company Each Seller is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees, volunteers, interns, consultants and independent contractors of the Business, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence absence, paid sick leave and unemployment insurance. All individuals characterized and treated by any of the Target Company Sellers as consultants or independent contractors or consultants of the Business are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Each of the Sellers is in compliance with and has complied in all material respects with all immigration laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. Except as set forth in Section 3.20(cSchedule 4.20(c), there are no Actions against the Target Company a Seller pending, or to the Target Company’s 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 applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyBusiness, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Uncommon Giving Corp), Asset Purchase Agreement (Uncommon Giving Corp)
Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target an Acquired Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all All compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target an Acquired Company for services performed on or prior to the date hereof have been paid in full or will be paid prior to the Closing Date (or will be accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target an Acquired Company with respect to any compensation, commissions commissions, bonuses or bonusesfees not disclosed in Section 3.20 of the Disclosure Schedule.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Each Acquired Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsbeen, any Union representing or purporting to represent any employee of the Target an Acquired Company, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target an Acquired Company or any of its employees. The Target Neither Acquired Company has no a duty to bargain with any Union.
(c) The Target Each Acquired Company is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target an Acquired Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target an Acquired Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Each Acquired Company is in compliance with and has complied with all immigration laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. Except as set forth in Section 3.20(c), there are no Actions against the Target an Acquired Company pending, or to the Target CompanySeller’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 Target an Acquired Company, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target Each Acquired Company has complied with the WARN Act, and it neither Acquired Company has no any plans to undertake any action in the future that would trigger the application of the WARN Act.
(e) With respect to each Government Contract, each Acquired Company is and has 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. Each Acquired Company maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. Each Acquired Company is not, and has not been for the past five years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 or VEVRAA. Neither Acquired Company has been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Air Industries Group), Stock Purchase Agreement (Cpi Aerostructures Inc)
Employment Matters. (a) Section 3.20(a4.19(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, bonuses payable to all employees, independent contractors or consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company Sellers with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company is notNo Seller is, and no Seller has not been for the past five yearsbeen, a party to, bound by, or negotiating any collective bargaining agreement Collective Bargaining Agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsbeen, any Union representing or purporting to represent any employee of the Target Companyany Seller, and, to the Target Company’s Sellers’ Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b4.19(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company any Seller or any employees of its employees. The Target Company has no duty to bargain with any Unionthe Business.
(c) The Target Company Except as set forth on Section 4.19(c) of the Disclosure Schedules, each employee, independent contractor or consultant of the Sellers is employed or engaged on an “at will” basis, and no Seller is party to any agreement with any such employee, independent contractor or consultant. Each Seller is and has been in compliance in all material respects with the terms of the collective bargaining all agreements and other Contracts listed on Section 3.20(b4.19(c) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Business, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target Company any Seller as consultants or independent contractors or consultants of the Business are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c4.19(c), there are no Actions against the Target Company any Seller pending, or to the Target Company’s 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 applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyBusiness, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has Sellers have complied with the WARN Act, and it has have no plans to undertake any action in the future that would trigger the WARN Act.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sprague Resources LP)
Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules Schedule 3.19 contains a list of all persons who are employees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-incentive- based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company Seller with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company Seller is not, and has not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of the Target CompanySeller, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargainingbargaining for the past five (5) years. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Seller or any employees of its employeesthe Business. The Target Company Seller has no duty to bargain with any Union.
(c) The Target Company Seller is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws laws pertaining to employment and employment practicespractices to the extent they relate to employees, volunteers, interns, consultants and independent contractors of the Business, including all Laws 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 absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company Seller as consultants or independent contractors or consultants of the Business are properly treated as independent contractors under all applicable Lawslaws. All employees of the Target Company Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth Seller is in Section 3.20(c)compliance with and has complied with all immigration laws, there including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company Seller pending, or to the Target CompanySeller’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 Target CompanyBusiness, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 2 contracts
Samples: Asset Purchase Agreement (MamaMancini's Holdings, Inc.), Asset Purchase Agreement (MamaMancini's Holdings, Inc.)
Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a4.18(a) of the TMG Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company TMG Group for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company TMG Group with respect to any compensation, commissions commissions, bonuses or bonusesfees, other than any payments to be made thereto in the ordinary course of business (e.g., payroll).
(b) Except as set forth in Section 3.20(b4.18(b) of the TMG Disclosure Schedules, the Target Company each TMG Group member is not, and has not been for the past five yearsnever been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsnever been, any Union representing or purporting to represent any employee of the Target CompanyTMG Group, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company TMG Group or any of its respective employees. The Target Company TMG Group has no duty to bargain with any Union.
(c) The Target Company Except as set forth in Section 4.18(c) of the TMG Disclosure Schedules, TMG Group is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, independent contractor classification, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ ' compensation, leaves of absence absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company TMG Group as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company TMG Group classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth TMG Group is in Section 3.20(c)compliance with and has complied with all immigration laws, there including From I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company pendingTMG Group pending or, or to the Target Company’s KnowledgeKnowledge of Buyer or TMG, 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 Target CompanyTMG Group, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied To the Knowledge of Buyer and TMG, no employee of Buyer or TMG intends to terminate such employee's employment with the WARN ActBuyer or TMG, and it has no plans to undertake as applicable, or solicit any action that would trigger the WARN Actclients or customers in each case, (prospective or actual) of Buyer or TMG.
Appears in 1 contract
Samples: Goodwill Purchase Agreement (Troika Media Group, Inc.)
Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; Target has provided the Initial Investor Group with a correct and complete list, or copies of any relevant agreements, (the “Employment Information”) in respect of each Employee, director, independent contractor, consultant and agent of Target who currently provides material services to the administration, operation, maintenance and management of Target pursuant to an agreement which may not be terminated with less Target three months’ notice (or pay in lieu thereof), whether actively at work or not, their salaries, wage rates, commissions and consulting fees, bonus arrangements, benefits, positions, status as full-time or part-time employees, location of employment and length of service.
(ii) title Except as provided for in Section 2.4, there are no Employee Obligations, and no Employee or position (including whether full former Employee has any agreement as to length of notice or part time); severance payment required to terminate his or her employment, other than such as results by Applicable Law from the employment of an Employee without an agreement as to notice or severance.
(iii) hire date; (iv) current annual base compensation rate; (v) commissionAll amounts due or accrued for all salary, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable commissions, finder’s fees, vacation with pay, and other employee benefits in respect of Employees which are attributable to all employees, independent contractors or consultants of the Target Company for services performed on period before Closing will be paid at or prior to the date hereof have been paid in full (Closing Time and are or accrued in full on the audited balance sheet contained shall be accurately reflected in the Closing Working Capital Statement) books and there are no outstanding agreements, understandings or commitments records of the Target Company with respect to any compensation, commissions or bonusesTarget.
(biv) Except as set forth Target is in Section 3.20(b) compliance with all material terms and conditions of the Disclosure Schedulesemployment and in all material respects with all Applicable Laws respecting employment, the Target Company is notincluding pay equity, wages and hours of work and occupational health and safety, and to the knowledge of Target, it has not received notice of any outstanding claims, complaints, investigations or orders under any such Applicable Laws.
(v) Target has not received notice of any outstanding assessments, penalties, fines liens, charges, surcharges, or other amounts due or owing pursuant to any workers’ compensation legislation and Target has not been for the past five years, a party to, bound by, or negotiating reassessed in any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, material respect under such legislation and, to the Target Company’s Knowledgeknowledge of Target, no Union or group audit of employees Target is seeking or has sought currently being performed pursuant to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Unionapplicable worker’s compensation legislation.
(cvi) The Target Company is and has been in compliance with To the terms knowledge of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c)Target, there are no Actions against charges pending under Occupational Health and Safety legislation (“OHSA”) in respect of Target. Target has complied in all material respects with the terms and conditions of the OHSA, as well as with any orders issued under OHSA. There are no appeals of any orders under XXXX currently outstanding.
(vii) Target Company pendingis not a party to any actual, or to the knowledge of Target Company’s Knowledgepending or threatened application, threatened complaint or other Legal Proceeding under any Applicable Law relating to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current Employees or former applicantEmployees nor is Target aware of, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitationnor is there, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours factual or legal basis on which any other employment-related matter arising under applicable Lawssuch Legal Proceeding might be commenced.
(dviii) The Target Company has complied To the knowledge of Target, none of the Employees is in violation of any non-competition, non-solicitation, non-disclosure or any similar agreement with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Actthird party.
Appears in 1 contract
Employment Matters. (a) Except as set forth in Section 3.20(a4.17(a) of the Disclosure Schedules contains Schedule, the Company is not, and for the prior six (6) years has not been, a list party to, or bound by, any collective bargaining or other agreement with a labor organization, trade union, works council or similar entity representing or covering any of all persons who are its employees, independent contractors and no labor organization, trade union, works council or consultants similar entity has been certified or recognized as the representative of any employees of the Target Company as Company, or to the Knowledge of the date hereofCompany, including is seeking such certification or recognition or is attempting to organize any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereofemployees. Except as set forth in Section 3.20(a4.17(a) of the Disclosure SchedulesSchedule, as of during the three- (3) year period prior to the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company is not, and has not been for the past five yearsbeen, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, andnor, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption activity or dispute affecting the Target Company. The Company has made available to Buyer each collective bargaining agreement, including each memorandum of understanding, side letter or any similar amendment or addition to the collective bargaining agreements affecting employment since 2013.
(b) Section 4.17(b) of its employees. The Target Company has no duty the Disclosure Schedule sets forth a complete and accurate list, as of the date hereof, of all Employees, including any Employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such 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 indication as to bargain salaries/hourly status), (v) commission, bonus or other incentive-based compensation, (vi) a description of the fringe benefits provided to each such Employee, (vii) work location, (viii) active or leave status (if on leave, with any Uniontype of leave indicated), (ix) union status and (x) status as exempt or non-exempt pursuant to the U.S. Fair Labor Standards Act and applicable state and local wage and hour Laws.
(c) Section 4.17(c) of the Disclosure Schedule sets forth a complete and accurate list of all third party temporary employees, consultants and independent contractors who are currently providing services to the Company as of the date hereof and sets forth for each such Person the following: (i) name, (ii) work location, (iii) position description or service performed, (iv) date initially contracted, (v) hours worked, (vi) term of assignment and (vii) fee structure.
(d) The Target Company is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws and Contracts pertaining to employment and employment practicespractices to the extent they relate to employees and independent contractors of the Company, including all Laws and Contracts 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees Employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws Laws are properly classifiedclassified and all consultants and independent contractors of the Company are properly classified as non-employees under the Fair Labor Standards Act and state and local wage and hour Laws. Except as set forth in Section 3.20(c)4.17(d) of the Disclosure Schedule, there are no Actions Proceedings against the Target Company pending, or to the Target 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 Target business of the Company, including, without limitation, including any claim Claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under any applicable LawsLaw or Contract. The Company has withheld and reported all amounts required by applicable Law to be withheld and reported with respect to wages, salaries and other payments to its employees, and are not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. The Company is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business consistent with past practice). The Company has at all times correctly classified those individuals performing services as common law employees, leased employees, independent contractors or other service providers to or agents, as the case may be.
(de) The Target Company has complied not received written notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment Law to conduct an investigation with respect to or relating to employees of the Company and, to the Knowledge of the Company, no such investigation is in progress.
(f) As of the date hereof, to the Knowledge of the Company, no officer of the Company whose departure would materially disrupt the operations of the Company has, as of the date hereof, disclosed any plans to terminate his, her or their employment or relationship with the Company.
(g) The Company has not effectuated: (i) a “plant closing” (as defined in the WARN Act, and it has no plans to undertake or any action that would trigger similar Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company; or (ii) a “mass layoff” (as defined in the WARN Act, or any similar Law) affecting any site of employment or facility of the Company.
(h) No formal or substantiated informal allegation, complaint, charge or Claim of sexual harassment, sexual assault, sexual misconduct, gender discrimination or similar behavior has been made in the past three (3) years against any Person who is or was a member of the board of directors, officer or direct report of an officer of the Company (a “Sexual Misconduct Allegation”). The Company has not entered into any settlement agreement, tolling agreement, non-disparagement agreement, confidentiality agreement or non-disclosure agreement, or any Contract or provision similar to any of the foregoing, relating to any Sexual Misconduct Allegation.
(i) Since March 1, 2020, the Company has been in compliance in all material respects with applicable Laws regarding COVID-19, including Laws regarding COVID-19 leaves of absence and COVID-19 health and safety protocols. The Company has used commercially reasonable efforts to adhere in all material respects to applicable guidance from applicable Governmental Authority such as the U.S. Centers for Disease Control and Prevention and the federal Occupational Safety and Health Administration relating to COVID-19.
(j) No Employee of the Company has a principal place of employment outside the United States or is subject to the labor and employment Laws of any country other than the United States.
(k) The representations and warranties set forth in this Section 4.17 are the Company’s sole and exclusive representations and warranties regarding employment matters.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a4.19(a) of the Disclosure Schedules contains a list of all persons Persons who are currently employees, independent contractors or consultants of the Target Company as of the date hereof, (including any employee who is on a leave of absence of any nature, paid all Engaged Professionals currently engaged or unpaid, authorized or unauthorizedemployed by Target), and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits currently provided to each such individual as of the date hereofindividual. Except as set forth in on Section 3.20(a4.19(a) of the Disclosure Schedules, as Target is not a party to any employee agreement, independent contractor agreement or other Contract with any employee or independent contractor. As of the date hereof, all compensation, including wages, commissions and bonuses, bonuses payable to all employees, independent contractors or consultants of the Target Company (including all Engaged Professionals, if any) for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in full, and as of the Closing Working Capital Statement) and there are no outstanding agreementsDate, understandings or commitments of the Target Company with respect to any all compensation, including wages, commissions and bonuses payable to employees, independent contractors or bonusesconsultants of Target (including all Engaged Professionals, if any) for services performed on or prior to the Closing Date will have been paid in full.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company is not, and or has not been for the past five yearsever been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is notnot now, and has not been for the past five yearsnor have there ever been, any Union representing or purporting to represent any employee of the Target CompanyTarget, and, to the Target Company’s KnowledgeKnowledge of Target, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b4.19(b) of the Disclosure Schedules, there has never beenis not, nor has there been ever been, any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any employees, independent contractors or consultants of its employees. The Target Company has no duty to bargain with (including any UnionEngaged Professionals, if any).
(c) The Each of Target Company and APN is and has been in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company or APN classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company or APN pending, or to the Target Company’s KnowledgeKnowledge of Target, 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 consultant or independent contractor of the Target Companyor APN, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied in all respects with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Samples: Merger Agreement (Teladoc, Inc.)
Employment Matters. (a) Section 3.20(a) Schedule 3.16 lists the name, date of the Disclosure Schedules contains a list hire and/or appointment and current annual salary, commissions, allowances or wage rates, along with any arrangement to increase such annual salary, commissions, allowances or wage rates, of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; each present director and officer, and (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commissioneach employee of Seller whose employment is not subject to the union certification and collective agreement referred to in Schedule 3.16, bonus or other incentive-based compensation; and (vi) together with a description statement of the fringe benefits provided to each such individual as nature of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonusesrendered.
(b) Through the Closing Date, Seller shall make all statutory contributions in respect of its employees including, without limitation, employment insurance premiums, Canada Pension Plan and income tax remittances, and workers’ compensation premiums and assessments, and all employee benefit payments.
(c) Except as set forth in Section 3.20(bdisclosed on Schedule 3.16:
(i) of the Disclosure Schedules, the Target Company Seller is not, and has not been for the past five years, a party to, bound by, or negotiating to any collective bargaining agreement or other Contract contract or agreement with a union, works council or any labor organization or other representative of any of its employees nor is any such contract or agreement presently being negotiated;
(collectivelyii) There are no applications, “Union”)complaints, grievances, charges or other proceedings brought by or affecting employees of Seller which are material individually or in the aggregate and no such matters have been threatened to the knowledge of Seller, the Shareholder and each of the Principals;
(iii) there is notno labor dispute, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime human rights code violation, employment standards violation or other similar material labor disruption controversy in existence, or dispute affecting to the Target Company or any knowledge of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is Seller, the Shareholder and has been in compliance with the terms each of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicesPrincipals, including all Laws relating to labor relationsthreatened against or otherwise affecting Seller and, 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except except as set forth in Section 3.20(c)Schedule 3.16, there are no Actions against Seller has not experienced any such labor controversy within the Target Company pendingpast five years;
(iv) except as set forth in Schedule 3.16, Seller has paid in full, or accrued in its financial books and records, to all employees of Seller, all wages, salaries, vacation pay entitlements, commissions, bonuses, benefits and other compensation due to such employees or otherwise arising under any policy, practice, agreement, plan, program, statute or other law;
(v) Seller is not liable for any severance pay or other payments to any employee or former employee arising from the Target Company’s Knowledgetermination of employment, threatened to be brought and Buyer will not have any liability under any benefit or filedseverance policy, by practice, agreement, plan, or with program or under any Governmental Authority or arbitrator applicable law, except in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor Hired Employees engaged as a result of the Target Companytransactions contemplated by this Agreement;
(vi) Save and except for seasonal layoffs in the ordinary course of business, includingSeller has not closed any plant or facility, without limitationeffectuated any layoffs of employees or implemented any early retirement or separation program within the past five years, nor has Seller planned or announced any claim relating such action or program for the future;
(vii) Within six (6) months prior to unfair labor practicesthe date of this Agreement, Seller has not effectuated a “group termination” as defined in Provincial employment discrimination, harassment, retaliation, equal pay, wage and hours standards legislation or any comparable legislation in other employment-related matter arising under applicable Lawsjurisdictions in which the Business is carried on, affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Seller; and
(viii) To the knowledge of Seller, the Shareholder and each of the Principals, subject to circumstances beyond the control of Seller, the services of all essential employees of Seller will continue to be available on the same terms and at the same locations for the continuation of the Business of Seller after consummation of the transactions contemplated hereby.
(d) The Target Company Seller has complied given all notices required by law and any applicable collective agreements with respect to the WARN Acttransactions contemplated hereby and undertakes to indemnify the Buyer with respect to any claims, and it has no plans rulings or judgments arising by reason of failure to undertake give any action that would trigger the WARN Actrequired notice.
Appears in 1 contract
Samples: Asset Purchase Agreement (Champion Enterprises Inc)
Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains Target has provided a true and accurate list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the The Target Company is not, and has not ever been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “"Union”"), and there is not, and has not ever been for the past five years, any Union representing or purporting to represent any employee of the Target CompanyTarget, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The To the Target’s Knowledge, the Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 absence, paid sick leave and unemployment insurance. All to the Target's Knowledge all individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All To the Target’s Knowledge, all employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth The Target is in Section 3.20(c)compliance with and has complied with all immigration laws, there including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company pending, or to the Target Company’s Target'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 Target CompanyTarget, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers' compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Samples: Merger Agreement (Ficaar, Inc)
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules Schedule contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a3.21(a) of the Disclosure SchedulesSchedule, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b3.21(b) of the Disclosure SchedulesSchedule, the Target Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Sellers' Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b3.21(b) of the Disclosure SchedulesSchedule, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b3.21(b) of the Disclosure Schedules Schedule and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ ' compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c3.21(c), there are no Actions against the Target Company pending, or to the Target Company’s 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 applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, Act and it has no plans to undertake any action in the future that would trigger the WARN Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Addvantage Technologies Group Inc)
Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a6.18(a) of the TMG Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company TMG Group for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company TMG Group with respect to any compensation, commissions commissions, bonuses or bonusesfees, other than any payments to be made thereto in the ordinary course of business (e.g., payroll).
(b) Except as set forth in Section 3.20(b6.18(b) of the TMG Disclosure Schedules, the Target Company each TMG Group member is not, and has not been for the past five yearsnever been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsnever been, any Union representing or purporting to represent any employee of the Target CompanyTMG Group, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company TMG Group or any of its respective employees. The Target Company TMG Group has no duty to bargain with any Union.
. (c) The Target Company Except as set forth in Section 6.18(c) of the TMG Disclosure Schedules, TMG Group is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, independent contractor classification, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ ' compensation, leaves of absence absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company TMG Group as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company TMG Group classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth TMG Group is in Section 3.20(c)compliance with and has complied with all immigration laws, there including From I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company pendingTMG Group pending or, or to the Target Company’s KnowledgeKnowledge of Buyer or TMG, 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 Target CompanyTMG Group, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Samples: Equity Purchase Agreement
Employment Matters. (a) Section 3.20(a4.16(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company Bloxbiz with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company Bloxbiz is not, and has not been for since the past five yearsIncorporation Date, 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 since the past five yearsIncorporation Date, any Union representing or purporting to represent any employee of the Target CompanyBloxbiz, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has There have never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Bloxbiz or any employees of its employeesthe Business. The Target Company Bloxbiz has no duty to bargain with any Union.
(c) The Target Company Bloxbiz is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees, volunteers, interns, consultants and independent contractors of the Business, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ ' compensation, leaves of absence absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company Bloxbiz as consultants or independent contractors or consultants of the Business are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth Bloxbiz is in Section 3.20(c)compliance with and has complied with all immigration laws, there including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company Bloxbiz pending, or to the Target Company’s 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 applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyBusiness, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers' compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Samples: Asset Purchase Agreement (Super League Gaming, Inc.)
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital StatementInterim Balance Sheet) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat ofthreat, to the Seller’s Knowledge, of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is is, and for the past three years has been been, in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company pending, or to the Target CompanySeller’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 consultant or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors contractors, or consultants of the Target an Acquired Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus bonus, or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a3.21(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees, and bonusesother compensation, payable to all employees, independent contractors contractors, or consultants of the Target each Acquired Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and except as set forth in Section 3.21(a) of the Disclosure Schedules there are no outstanding agreements, understandings understandings, or commitments of the Target an Acquired Company with respect to any compensation, commissions commissions, bonuses, or bonusesfees that are payable to any employees, independent contractors, or consultants of such Acquired Company.
(b) Except as set forth in Section 3.20(b3.21(b) of the Disclosure Schedules, the Target each Acquired Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council council, labor organization, or labor similar organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target an Acquired Company, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b3.21(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime overtime, or other similar labor disruption or dispute affecting the Target an Acquired Company or any of its employees. The Target No Acquired Company has no any duty to bargain with any Union.
(c) The Target Each Acquired Company is and has been been, in all material respects, in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b3.21(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion promotion, and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence absence, paid sick leave, and unemployment insurance. All individuals characterized and treated by the Target an Acquired Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target each Acquired Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Each Acquired Company is in compliance with and has complied with all immigration laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. Except as set forth in Section 3.20(c3.21(c), there are no Actions against the Target an Acquired Company pending, or to the Target Company’s 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 applicant, employee, consultant, volunteer, intern intern, or independent contractor of the Target an Acquired Company, including, without limitation, any charge, investigation, or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion, and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance, or any other employment-employment related matter arising under applicable Laws.
(d) The Target Each Acquired Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act. The transactions contemplated by this Agreement will not result in a mass layoff, reduction in force, or plant closing and therefore do not trigger a notice requirement under the WARN Act or other applicable Laws.
(e) With respect to each Government Contract, each Acquired Company is and has 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. Each Acquired Company maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. The Company is not, and has not been for the past five years, the subject of any audit, investigation, or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 or VEVRAA. No Acquired Company has been debarred, suspended, or otherwise made ineligible from doing business with the United States government or any government contractor.
(f) Each Acquired Company is and has been in compliance with all applicable Laws related to COVID-19 in the workplace in all material respects, including occupational health and safety Laws, Laws pertaining to confidentiality of employee medical information, and Laws pertaining to sick leave or family and medical leave.
(g) Except as set forth in Section 3.21 of the Disclosure Schedules, no Acquired Company has furloughed or terminated, is currently furloughing, or intends to terminate or furlough, any employee or independent contractor of such Acquired Company, or has or plans to defer or reduce any employee’s or independent contractor’s compensation or work schedule, in each case, as a result of COVID-19, whether due to unexpected economic downturn, government-imposed orders temporarily closing, reducing, or otherwise impacting an Acquired Company, or any other COVID-19-related business constraints.
Appears in 1 contract
Samples: Share Purchase Agreement (Allied Motion Technologies Inc)
Employment Matters. (a) Section 3.20(a) 4.15 of the Disclosure Schedules contains a list of all persons Persons who are employees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, bonuses payable to all employees, independent contractors or consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company accordance with respect to any compensation, commissions or bonusesTransferor’s regular payroll cycle.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company Transferor is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target CompanyTransferor, and, to the Target CompanyTransferor’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Transferor or any employees of its employeesthe Business. The Target Company Transferor has no duty to bargain with any Union.
(c) The Target Company Transferor is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Business, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target Company Transferor as consultants or independent contractors or consultants of the Business are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth in Section 3.20(c), there There are no material Actions against the Target Company Transferor pending, or to the Target CompanyTransferor’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 Target CompanyBusiness, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Samples: Asset Acquisition Agreement (Cesca Therapeutics Inc.)
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Group as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company Group for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statementsheet) and there are no outstanding agreements, understandings or commitments of the Target Company Group with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company Group is not, and has not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of the Target CompanyCompany Group, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Group or any of its employees. The Target No Company Group entity has no any duty to bargain with any Union.
(c) The Target Company Group is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company Group as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Group classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth The Company Group is in Section 3.20(c)compliance with and has complied with all immigration laws, there including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company Group pending, or to the Target Company’s 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 applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyCompany Group, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers' compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company Group has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a5.19(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Medovex Members as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company any Medovex Member for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company any Medovex Member with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company is notNo Medovex Member is, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Companyany Medovex Member, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company any Medovex Member or any employees of its employeesany Medovex Member. The Target Company No Medovex Member has no any duty to bargain with any Union.
(c) The Target Company To Medovex’s Knowledge, each Medovex Member is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees, consultants and independent contractors of any Medovex Member, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company a Medovex Member as consultants or independent contractors or consultants of a Medovex Member are properly treated as independent contractors under all applicable Laws. All employees of the Target Company a Medovex Member classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth Each Medovex Member is in Section 3.20(c)compliance with and has complied with all immigration laws, there including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company any Medovex Member pending, or to the Target CompanyMedovex’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 consultant or independent contractor of the Target Companyany Medovex Member, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company Each Medovex Member has complied with the WARN Act, and it has no plans to undertake any action in the future that would trigger the WARN Act.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a3.21(a)(i) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company or a Subsidiary as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) namename and hire date; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (viv) commission, bonus or other incentive-based compensation; and (viv) a description of the fringe benefits provided to each such individual as of the date hereofhereof (other than fringe benefits pursuant to the Benefit Plans); (vi) status as exempt or non-exempt from the application of state, federal or foreign wage and hour overtime Laws; (vii) employing entity; and (viii) principal work location; and (ix) any notice period entitlements. Except as set forth in Section 3.20(a3.21(a)(ii) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company or a Subsidiary for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited unaudited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses).
(b) Except as set forth in Section 3.20(b3.21(b) of the Disclosure Schedules, neither the Target Company is notnor any Subsidiary is, and or has not been for in the past five 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 five three (3) years, any Union representing or purporting to represent any employee of the Target CompanyCompany or a Subsidiary, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b3.21(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or a Subsidiary or any of its employeesemployees thereof. The Target Neither the Company nor any Subsidiary has no any duty to bargain with any Union.
(c) The Target Company is and has its Subsidiaries are and have been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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. The Company has complied and is in compliance with the requirements of the Immigration Reform and Control Act of 1986. Section 3.21(c) of the Disclosure Schedules sets forth a true and complete list of all employees working in the United States who are not US citizens and a description of the legal status under which each such employee is permitted to work in the United States. All employees of the Company who are performing services for the Company or any of the Subsidiaries in countries other than their country of citizenship are legally able to work in such country and are in compliance with all applicable visa requirements and immigration Laws. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth in Section 3.20(c3.21(c), there are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator Entity in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target 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 Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Samples: Merger Agreement (ChaSerg Technology Acquisition Corp)
Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company ACFP Companies as of the date hereofOriginal SPA Date, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereofOriginal SPA Date; (vii) the ACFP Company employer; and (viii) location of employment. Except as set forth in Section 3.20(a) As of the Disclosure Schedules, as of the date hereofOriginal SPA Date, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company ACFP Companies for services performed on or prior to the date hereof have been paid in full (or adequately accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments accordance with applicable Law). As of the Target Original SPA Date, no ACFP Company is bound by any severance payment obligations with respect to any compensation, commissions or bonusesthe Continuing Employees.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target No ACFP Company is notis, and no ACFP Company has not been for the past five 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, “UnionUnions”), and there is not, and has not been for the past five three (3) years, any Union representing or purporting to represent any employee of the Target an ACFP Company, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor to Seller’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target any ACFP Company or any of its employees. The Target No ACFP Company has no a duty to bargain with any Union.
(c) The Target Each ACFP Company is and for the past three (3) years has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees, volunteers, interns, consultants and independent contractors of the Company, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target an ACFP Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target each ACFP Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth Each ACFP Company is in Section 3.20(c)compliance with and has complied with all immigration laws, there including Form I-9 and any applicable E-Verify obligations. There are no Actions against the Target Company pending, or to the Target CompanySeller’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 intern, worker or independent contractor of the Target Company, includingincluding any charge, without limitation, any investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws. Except as set forth on Section 3.16(a) of the Disclosure Schedules, there are no Actions against the Company pending, or to the Seller’s Knowledge, threatened to be brought or filed by any current or former applicant, employee, consultant, volunteer, intern, worker or independent contractor of the Company, including with respect 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 employees, working conditions, meal and break periods, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment related matter arising under applicable Laws.
(d) The Target Within the past three (3) years, each ACFP Company has complied in all material respects with the WARN Act, and it as of the Original SPA Date, no ACFP Company has no any plans to undertake any action that would trigger the WARN Act.
(e) Section 3.20(e) of the Disclosure Schedules sets forth a list of all of the employment agreements by and between an ACFP Company and any employee thereof (the “Existing Employment Agreements”).
Appears in 1 contract
Samples: Stock Purchase Agreement (BurgerFi International, Inc.)
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons Persons who are employees, independent contractors contractors, or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a3.21(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions commissions, and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Proposed Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions commissions, or bonuses.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and nor has not been for the past five yearsit been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five six years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Knowledge of the Seller, Beneficial Owner and the Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b3.21(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b3.21(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Company, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence absence, paid sick leave, and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws Laws are properly classified. The Company is in compliance with, and has complied, with all immigration Laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. Except as set forth in Section 3.20(c3.21(c), there are no Actions against the Target Company pending, or to the Target Knowledge of Seller, Beneficial Owner and 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 applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours hours, work authorization, or any other employment-related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action in the future that would trigger the WARN Act.
(e) The Company is and has 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. The Company maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. The Company is not, and has not been for the past six years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 and VEVRAA. The Company has not been debarred, suspended, or otherwise made ineligible from doing business with the United States government or any government contractor.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (GameSquare Holdings, Inc.)
Employment Matters. (a) Section 3.20(a0(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a0(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital StatementInterim Balance Sheet) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five years, a party to, or bound by, or negotiating any collective bargaining agreement or other Contract agreement with a union, works council or labor organization (collectivelyrepresenting any of its Employees. Since January 1, “Union”), and 2019 there is not, and has not been for the past five yearsbeen, any Union representing or purporting to represent any employee of the Target Company, andnor, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption activity or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any UnionCompany.
(c) The Target Company has, since January 1, 2017 been, and is and has been in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating practices 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 the extent they relate to employees and termination independent contractors of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurancethe Company. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c)3.19(c) of the Disclosure Schedules, there are no Actions actions, suits, claims, investigations or other legal proceedings against the Target Company pending, or to the Target CompanySeller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator arbitral tribunal in connection with the employment or termination of employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor employee of the Target CompanyCompany or the engagement or termination of any current or former independent contractor, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours pay or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, representations and it has no plans to undertake any action that would trigger the WARN Actwarranties set forth in this 0 are Sellers’ sole and exclusive representations and warranties regarding employment matters.
Appears in 1 contract
Samples: Stock Purchase Agreement (AgEagle Aerial Systems Inc.)
Employment Matters. (a) Section 3.20(a4.19(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company each of Mission US and MM Inc as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company Mission US or MM Inc for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained full, other than any payments to be made thereto in the Closing Working Capital Statement) ordinary course of business (e.g., payroll), and there are no outstanding agreements, understandings or commitments of the Target Company Mission US or MM Inc with respect to any compensation, commissions commissions, bonuses or bonuses.
fees. (b) Except as set forth in Section 3.20(b) Each of the Disclosure Schedules, the Target Company Mission US and MM Inc is not, and has not been for the past five yearsnever been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “"Union”"), and there is not, and has not been for the past five yearsnever been, any Union representing or purporting to represent any employee of the Target CompanyMission US or MM Inc, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Mission US, MM Inc, or any of its their respective employees. The Target Company has Mission US and MM Inc have no duty to bargain with any Union.
. - 33 - (c) The Target Company Each of Mission US and MM Inc is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, independent contractor classification, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ ' compensation, leaves of absence absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company Mission US and MM Inc as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Mission US or MM Inc classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth Each of Mission US and MM Inc is in Section 3.20(c)compliance with and has complied with all immigration laws, there including From I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company Mission US or MM Inc pending, or to the Target Company’s any 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 applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyMission US or MM Inc, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Samples: Equity Purchase Agreement
Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Purchased Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and commissions, bonuses, fees and other compensation payable to all employees, independent contractors or consultants of the Target Company Purchased Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company a Seller with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company is notNo Seller is, and has not been for the past five ten (10) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five ten (10) years, any Union representing or purporting to represent any employee of the Target Companya Seller, and, to the Target Companyeach Seller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company a Seller or any employees of its employeesthe Purchased Business. The Target Company has Sellers have no duty to bargain with any Union.
(c) The Target Company Each Seller is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees, consultants and independent contractors of the Purchased Business, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company a Seller as consultants or independent contractors or consultants of the Purchased Business are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Purchased Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Each Seller is in compliance with and has complied with all immigration laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. Except as set forth in Section 3.20(c), there are no Actions against the Target Company a Seller pending, or to the Target Companyeach 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 applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyPurchased Business, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company Each Seller has complied with the WARN Act, and it each Seller has no plans to undertake any action in the future that would trigger the WARN Act.
Appears in 1 contract
Samples: Asset Purchase Agreement (Continental Materials Corp)
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company SLG as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company SLG for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Adjusted Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company SLG with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b) None of the Disclosure Schedules, the Target Company employees of SLG are represented by a labor union with respect to their employment with SLG. SLG is not, and has not been for the past five ten (10) years, a party to, or bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any . No Union representing or purporting to represent represents any employee or group of the Target Companyemployees of SLG, and, nor has been recognized to the Target Companydo so. To SLG’s Knowledge, no Union or group of employees is engaged in or seeking to be engaged in collective bargaining or other union organizing activity with respect to the employees of SLG, and to SLG’s Knowledge no such activity has sought to organize employees for occurred in the purpose of collective bargainingpast ten years. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, There is not pending nor has there been any threat offor the past ten (10) years, any labor strike, work slowdown, work stoppage, lockout, concerted refusal to work overtime overtime, or other similar material labor disruption or dispute affecting the Target Company or with respect to any group of its SLG employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been Except as set forth in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b3.21(c) of the Disclosure Schedules and all applicable Schedules, SLG is not a defendant, respondent, or party to any pending Action alleging that SLG and/or any officer, director, member, employee, or agent has violated any Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence absence, and unemployment insurancepaid sick leave. All individuals characterized and treated by the Target Company SLG has no workers who are classified as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. contractors.
(d) All employees of the Target Company SLG classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except SLG has not received any claim, threatened claim, notice, or allegation in any form from any former employee or any Governmental Authority that any employee classified as set forth in Section 3.20(c)exempt has been classified incorrectly as a matter of applicable Law.
(e) SLG has complied with the WARN Act;
(f) To SLG’s Knowledge, there are no Actions against the Target Company pending, or to the Target 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 consultant or independent contractor of the Target CompanySLG, includingincluding any charge, without limitation, any investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, or any other employment-employment related matter arising under applicable Laws.
(dg) The Target Company Each employee of SLG hired after November 8, 1986, and employed in the United States, has completed and SLG has retained an Immigration and Naturalization Service Form I-9 in accordance with applicable rules and regulations. No current employee of SLG is (a) a non-immigrant employee whose status would terminate or otherwise be affected by the transaction consummated under this Agreement or (b) an alien who is authorized to work in the United States in non-immigrant status. SLG has not received notice or other communication from any Governmental Authority regarding any unresolved violation or alleged violation of any applicable Law relating to the hiring, recruiting, employing of (or continuing to employ) anyone who is not legally authorized to work in the United States.
(h) Throughout the past five (5) years, SLG has not engaged in any plant closing, mass layoff, workforce reduction or other action that has resulted or could result in liability under the WARN Act or any similar state or local Law addressing advance notice of any plant closing, mass layoff, or workforce reduction and has not issued any notice that any such action is to occur in the future. SLG does not have any current plans to engage in a plant closing, mass layoff, or other action requiring the issuance of any notice pursuant to any applicable federal or state WARN Act within ninety (90) days after the execution of this Agreement.
(i) With respect to each Government Contract, SLG is and has been in compliance in all material respects with all applicable Contract requirements relating to workers, including state and federal executive orders such as 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. SLG maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. SLG is not, and has not been for the past five years, the subject of any audit, investigation or enforcement Action by any Governmental Authority in connection with any Government Contract or related compliance with any applicable Contract requirements relating to workers, including all state and federal executive orders, E.O. 11246, Section 503 or VEVRAA. SLG has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor. SLG is in compliance with and has complied with the WARN Actall immigration laws, and it has no plans to undertake including any action that would trigger the WARN Actapplicable mandatory E-Verify obligations.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a4.22(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants employees of the Target Company Seller or the UK Subsidiary who perform services used in or necessary for the conduct of the Business (“Business-Related”) as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and commissions, bonuses, payable fees, unpaid vacation or paid time off and other compensation to all employees, independent contractors or consultants of the Target Company Business-Related employees for services performed on or prior to the date hereof have been paid in full (or accrued will be paid in full on the audited balance sheet contained in the Closing Working Capital Statement) prior to Closing, and there are no outstanding agreements, understandings or commitments of Seller or the Target Company UK Subsidiary with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b4.22(b) of the Disclosure Schedules, Seller and the Target Company is UK Subsidiary are not, and has have not been for the past five 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 five three (3) years, any Union representing or purporting to represent any employee of Seller or the Target CompanyUK Subsidiary, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b4.22(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting Seller, the Target Company UK Subsidiary or any of its Business-Related employees. The Target Company has Seller and the UK Subsidiary have no duty to bargain with any Union.
(c) The Target Company is Seller and has the UK Subsidiary, as applicable, are and have been in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b4.22(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices and terms and conditions of employment and to the extent they relate and are applicable to Business-Related employees, consultants and independent contractors, including to the extent applicable 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, Fair Labor Standards Act (“FLSA”) compliance, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence absence, paid sick leave, record keeping and retention, payroll documents, the payment of employee welfare and retirement benefits, the full payment of all required social security contributions and taxes and unemployment insurance. All Business-Related individuals characterized and treated by Seller and the Target Company UK Subsidiary as consultants or independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All Business-Related employees of the Target Company Seller classified as exempt under the Fair Labor Standards Act FLSA and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth Seller and the UK Subsidiary are in Section 3.20(c)compliance with and have complied with all applicable immigration laws, there including to the extent applicable Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against Seller or the Target Company UK Subsidiary pending, or to the Target CompanySeller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment or termination of any current or former Business-Related applicant, employee, consultant, volunteer, intern or independent contractor of the Target Companycontractor, including, to the extent applicable, without limitation, any claim actions, suits, claims, investigations or other legal proceedings relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, FLSA compliance, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, record keeping and retention, payroll documents, the payment of employee welfare and retirement benefits, the full payment of all required social security contributions and taxes, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company Seller has complied with any applicable notice requirements and other provisions of the WARN ActAct and or any similar state Law regarding “employee losses”, “plant closings” or “mass layoffs” as defined in the Law, and it has no plans to undertake any action further that would trigger the WARN ActAct whether in connection with this Agreement or otherwise.
(e) To Seller’s Knowledge, no Business-Related employee, consultant or independent contractor, or group of such individuals, and specifically no Business Employee identified in Section 6.06(a) of the Disclosure Schedules, intends to terminate his or her relationship with the Seller or the UK Subsidiary except as contemplated under Section 6.06(a) in connection with Seller’s termination of, and Buyer’s employment of, Business Employees effective as of the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement and Stock Purchase Agreement (Schmitt Industries Inc)
Employment Matters. (a) The Company has less than fifty (50) employees and Section 3.20(a3.17(a) of the Disclosure Schedules Letter contains a list of all persons Persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a3.17(a) of the Disclosure SchedulesLetter, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five years, a party to, or bound by, or negotiating any collective bargaining agreement or other Contract agreement with a union, works council or labor organization (collectively, “Union”), and there is not, and representing any of its Employees. There has not been for the past five yearsbeen, any Union representing or purporting to represent any employee of the Target Company, andnor, to the Target Company’s KnowledgeKnowledge of Seller, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption activity or dispute affecting the Target Company or any of its employeesCompany. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Company, including except to the extent non-compliance would not result in a Material Adverse Effect. Except as would not have a Material Adverse Effect, the Company is, and has at all times been, in compliance with all applicable Laws relating to labor relations, equal respecting employment opportunities, fair and employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or and benefits, immigration, terms and conditions of employment, wages, hourshours of work and occupational safety and health, overtime compensationand is not engaged in any unfair labor practices as defined in the National Labor Relations Act, child laborthe Railway Labor Act or other applicable Law. To the Knowledge of Seller, hiringno Governmental Authority responsible for the enforcement of labor or employment Laws intends to conduct an investigation with respect to, promotion or relating to, the Company and termination of employees, working conditions, meal no such investigation is in progress.
(c) The representations and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as warranties set forth in this Section 3.20(c), there 3.17 are no Actions against the Target Company pending, or to the Target CompanySeller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the sole and exclusive representations and warranties regarding employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target 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 Lawsmatters.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Entities as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; and (v) whether such individual is participating in any commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a3.21(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company Entities for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained included in the Estimated Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses).
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target No Company is notEntity is, and or has not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b3.21(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target any Company Entity or any of its employees. The Target No Company Entity has no any duty to bargain with any Union.
(c) The Target Each Company Entity is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target any Company Entity as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All Except to the extent that any such misclassification would not result in any material Liability, all employees of the Target Company Entities classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth in Section 3.20(c)3.21(c) of the Disclosure Schedules, there are no Actions against the Target Company Entities pending, or to the Target 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 Target Companyany Company Entity, 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 Target Each Company Entity has complied in all material respects with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
(e) With respect to each Government Contract, the Company is and has been in compliance in all material respects 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. The Company maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. The Company is not, and has not been for the past five (5) years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 and VEVRAA. The Company has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor.
Appears in 1 contract
Samples: Merger Agreement (Aegion Corp)
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent consultants, or contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof; and (vii) a description and the amount of any severance compensation or benefits owed to each such individual as a result of the transactions contemplated by this Agreement. Except as set forth in Section 3.20(a3.21(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent consultants, or contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital StatementFinancial Statements) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any commissions, bonuses or increases in compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five 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 five three (3) years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company as independent consultants or contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c)3.21(c) of the Disclosure Schedules, there are no Actions against the Target Company pending, or to the Target Company’s 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 applicant, employee, consultant, volunteer, intern consultant or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-employment related matter arising under applicable Laws. With respect to the workers compensation claims set forth in Section 3.21(c) of the Disclosure Schedules, Seller has provided to Buyer all written materials directly or indirectly related to such claims that are in Seller or Escalon’s possession or of which Seller has Knowledge.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Employment Matters.
(a) Section 3.20(a4.20(a) of the Company Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of any of the Target Company Companies as of the date hereof, including any such employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: following:
(i) name; (ii) title or position (including whether full classified as exempt or part timenon-exempt for overtime purposes), the name of their respective employer and work location; (iii) hire date; (iv) employment status (including whether active or on leave; and (v) current annual base compensation rate; and (vvi) commission, bonus or other incentive-incentive based compensation; compensation for directors and (vi) a description officers of the fringe benefits provided to each such individual Company, as of the date hereof. Except as set forth in Section 3.20(a) 4.20 of the Company Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of any of the Target Company Companies for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of any of the Target Company Companies with respect to any compensation, commissions or bonuses, except for (i) discretionary bonuses for 2018 described in Section 4.20(a) of the Company Disclosure Schedules and which will be paid in 2019; (ii) wages owed and which will be paid during the Company's upcoming payroll cycles; and (iii) any bonuses described in Section 4.20(a) of the Company Disclosure Schedules that are payable in connection with the consummation of the transactions contemplated by this Agreement.
(b) Except as set forth in Section 3.20(b4.21(b) of the Company Disclosure Schedules, none of the Target Company is not, and Companies has not ever been for the past five years, a party to, bound by, or negotiating negotiated any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “"Union”"), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee . None of the Target Company or any Company Subsidiary has been subject to a strike, work stoppage or material labor dispute since the date that is three (3) years prior to the date hereof. There are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or, to the Company's Knowledge, threatened involving employees of the Company or any Company Subsidiary. There are no pending or, to the Company's Knowledge, threatened, and, since January 1, 2016, there have been no strikes, lockouts, or union organization activities. The Company and each of the Company Subsidiaries are not engaged in and have not engaged in any unfair labor practice that has resulted or could reasonably be expected to result, individually or in the aggregate, in any Liability to the Target Company or any of the Company Subsidiaries. There is no unfair labor practice charge against the Company or any of the Company Subsidiaries pending or, to the Company’s 's Knowledge, no Union threatened before the National Labor Relations Board or group any similar labor relations authority that could reasonably be expected to result in any Liability to the Company or any of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Company Subsidiaries.
(c) Except as set forth in Section 3.20(b4.20(c) of the Company Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting all of the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is Companies are and has have been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or to the Target 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 Target 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.insurance.
(d) The Target Company has complied Companies are in compliance with the federal Workers Adjustment and Retraining Notification Act and all similar state or local Laws (collectively, the "WARN Act"), and the Companies do not have any Liability pursuant the WARN Act, and it has no plans to undertake . The Companies have not implemented or been involved in any action that would trigger "mass layoff" or "plant closing" as defined in the WARN Act.Act within the past three (3) years.
Appears in 1 contract
Samples: Business Combination Agreement
Employment Matters. (a) Section 3.20(a3.18(a) of the Disclosure Schedules contains a list of all persons Persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws Laws are properly classified. Except as set forth The Company is in Section 3.20(c)compliance with and has complied with all immigration Laws, there including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company pending, or to the Target 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 Target Company, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action in the future that would trigger the WARN Act.
(e) With respect to each Government Contract, the Company is and has 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. The Company maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. The Company is not, and has not been for the past five years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 or VEVRAA. The Company has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor. The Company is in compliance with and has complied with all immigration Laws, including any applicable mandatory E-Verify obligations.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a4.15(a) of the Disclosure Schedules contains a list of all persons who are employeesEmployees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee Employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) for Employees, title or position (including whether full or part time); (iii) hire dateor engagement date and service credit date (if different); (iv) current annual base compensation rateor hourly wage rate (or, for independent contractors and consultants, rate of remuneration); and (v) commissionfor Employees, commission or bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereofopportunity. Except as set forth in Section 3.20(a4.15(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, bonuses payable to all employees, independent contractors or consultants of the Target Company Employees for services performed on or prior to the date hereof have been paid in full (or accrued in full on or, to the audited balance sheet contained in the Closing Working Capital Statement) extent not yet due, properly accrued, and there are no other outstanding agreements, understandings understandings, obligations or commitments of the Target Company any Seller or of Rentech, in any case, with respect to any compensation, commissions commissions, bonuses or bonusesother amounts that may be payable to an Employee with respect to services performed on or prior to the Closing Date.
(b) Except as set forth in Section 3.20(b4.15(b) of the Disclosure Schedules, the Target Company no Seller is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract agreement with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, representing any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargainingEmployees. Except as set forth in Section 3.20(b4.15(b) of the Disclosure Schedules, during the three (3) year period preceding the date hereof, there has never not been, nor has nor, to Rentech’s or Sellers’ Knowledge, or is there been any threat ofcurrently threatened, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar organized labor disruption or dispute affecting the Target Company any Seller or any of its employees. The Target Company has no duty to bargain with any Unionthe Employees.
(c) The Target Company Each Seller is and has been in compliance with all applicable Laws pertaining to employment and employment practices to the extent they relate to the Employees, except to the extent non-compliance would not result in a Material Adverse Effect.
(d) Each Seller is in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b4.15(d) of the Disclosure Schedules Schedules. Except as set forth on Section 4.15(d) of the Disclosure Schedules, (i) all individuals engaged by a Seller and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target Company a Seller as consultants or independent contractors or consultants of the Business are properly treated as independent contractors under all applicable Laws. All employees of the Target Company , and (ii) all Employees classified as exempt under the Fair Labor Standards Act and applicable state and local wage and hour laws Laws are properly classifiedclassified in all material respects. Except as set forth in Section 3.20(c4.15(d), and except as would not result in a Material Adverse Effect, there are no Actions against the Target Company pendingactions, suits, claims, investigations or other legal proceedings pending or to the Target Company’s 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 applicant, employee, consultant, volunteer, intern Employee or independent contractor of the Target CompanyBusiness, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under applicable Laws.
(de) The Target Company Neither Rentech nor any Seller has complied with the WARN Act, and it has no any plans to undertake any action to terminate Employees before the Closing Date that would trigger the WARN Act.
Appears in 1 contract
Employment Matters. (a) Section 3.20(aSchedule 4.26(a) of the Disclosure Schedules contains sets forth a true and complete list of all persons who are employeesevery employment agreement (each an “Existing Employment Agreement”), independent contractors commission agreement, employee group or consultants executive medical, life, or disability insurance plan, and each incentive, bonus, profit sharing, retirement, deferred compensation, equity, phantom stock, stock option, stock purchase, stock appreciation right or severance plan of the Target Company as Companies and the Manager (to the extent that any such agreement relates to the Business), now in effect or under which any of the date hereofTarget Companies has or might have any obligation, or any understanding between such Target Company and any employee concerning the terms of such employee’s employment that does not apply to the Target Companies or the Manager (to the extent such employment relates to that of the Company) employees generally (collectively, “Labor Agreements”). The Target has previously delivered to Purchaser copies of each such Labor Agreement, any employee handbook or policy statement of the Target Companies, and complete and correct information concerning the Target Companies’ employees, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual with respect to the following: (i) name, residence address; (ii) title or position (including whether full or part time)position; (iii) hire datecompensation; (iv) current annual base compensation ratevacation and other fringe benefits; (v) commission, bonus or other incentive-based compensationclaims under any benefit plan; and (vivii) resident alien status (if applicable). Schedule 4.26(a) sets forth a description true and complete list of the fringe benefits provided to each such individual as names, addresses and titles of the date hereof. Except as set forth in Section 3.20(a) directors, officers and managers of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants each of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonusesCompanies.
(b) Except as set forth in Section 3.20(bdisclosed on Schedule 4.26(b):
(i) All employees of the Disclosure SchedulesTarget Companies and the Manager, to the extent that the Manager has retained employees on behalf of the Company, are employees at will, and the employment of each employee by any of the Target Companies or the Manager may be terminated immediately by such Target Company is notor the Manager, as applicable, without any cost or liability except severance in accordance with the Target Companies’ and the Manager’s standard severance practice as disclosed on Schedule 4.26(b). The Target Companies are not obligated to make any payments or provide anything of value under any severance agreement, separation agreement, release agreement or settlement agreement;
(ii) To the best knowledge of the Representing Parties, no employee of the Target Companies or the Manager (solely with respect to the Target Companies) has any plan to terminate his or her employment now or in the near future, whether as a result of the transactions contemplated hereby or otherwise;
(iii) To the best knowledge of the Representing Parties, no employee of the Target Companies or the Manager (solely with respect to the Company), in the ordinary course of his or her duties, has breached or will breach any obligation to a former employer in respect of any covenant against competition or soliciting clients or employees or servicing clients or confidentiality or any proprietary right of such former employer; and
(iv) The Target Companies and the Manager are not been for the past five years, a party to, bound by, or negotiating to any collective bargaining agreement or other Contract with a unionagreement, works council or do not have any material labor organization (collectively, “Union”)relations problems, and there is not, and has not been for the past five years, any Union representing no pending representation question or purporting to represent any employee union organizing activity respecting employees of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any UnionCompanies.
(c) The Target Company is Companies and has been the Manager have complied in compliance all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules all Labor Agreements, Existing Employment Agreements and all applicable Laws Law relating to employment or labor. There is no legal prohibition with respect to the permanent residence of any employee of the Target Companies in the United States or his or her permanent employment any of the Target Companies. The Target Companies and the Manager have complied in all material respects with all Law pertaining to the hiring and retention of employees with a right to work in the United States (including, without limitation, all record keeping requirements under the Immigration Reform and Control Act of 1986, as amended). Except as disclosed on Schedule 4.26(c), no present or former employee, officer, director or manager of the Target Companies, Company or its Subsidiaries has, or will have at the Closing Date, individually or collectively, any material claim against the Target Companies for any matter including for wages, salary, overtime, or vacation or sick pay, under any Labor Agreement, or otherwise. There is, and for the last five (5) years has been, no (i) claim for unpaid compensation or benefits (including, without limitation, unpaid overtime) or any other claim for alleged wage and hour violations pending, or to the knowledge of the Representing Parties and Target Companies, threatened against the Target Companies, or any other person or entity with respect to any employee, former employee or applicant of the Target Companies; (ii) unlawful employment practice, discrimination or retaliation charge, complaint or proceeding pending or, to the knowledge of the Representing Parties and employment practicesTarget Companies, threatened against the Target Companies, or any other person or entity with respect to any employee, former employee or applicant of the Target Companies, before the Equal Employment Opportunity Commission, National Labor Relations Board, U.S. Department of Labor, or any other federal state or local agency, commission or entity, (iii) complaint, suit, claim or proceeding of any kind pending, by or relating to any current or former employee or applicant or, to the knowledge of the Representing Parties and Target Companies, threatened against the Target Companies, or any other person or entity with respect to any employee, former employee or applicant of the Target Companies, including all Laws relating before any court, mediator, Authority or arbitrator, including but not limited to labor relations, equal employment opportunities, fair employment practices, employment for discrimination, harassment, retaliation, reasonable accommodationwrongful discharge, disability rights breach of contract, fraud, misrepresentation, invasion of privacy or benefitsviolation of any whistleblower protection, immigrationpublic policy WARN, ERISA, the FLSA or state law regarding the payment of wages, hoursincluding overtime, overtime compensationor any other claim or complaint of any nature whatsoever relating in any way to employment; (iv) consent decree, child laborinjunction or other order of any court, hiringagency, promotion and termination of employees, working commission or any other entity concerning employment or employment conditions, meal in force, requested or, to the knowledge of the Representing Parties and break periodsTarget Companies, privacythreatened against the Target Companies, health any Entity, or any other person or entity with respect to any employee, former employee or applicant of the Target Companies; or (v) proceedings or investigations pending or, to the knowledge of the Representing Parties and safetyTarget Companies, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated threatened by the Equal Employment Opportunity Commission, National Labor Relations Board, U.S. Department of Labor, or any other federal state or local agency, commission or other entity with respect to any employee, former employee applicant or employment practices of the Target Company as independent contractors Companies, or consultants are properly treated as independent contractors under all applicable Lawsany other person or entity with respect to any employee, former employee or applicant of the Target Companies. All There have not been any involuntary terminations (including but not limited to layoffs) of any employees of the Target Company classified as exempt under Companies, in the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or 180-day period prior to the Target 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 Target 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 LawsClosing.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Samples: Merger and Share Exchange Agreement (BGS Acquisition Corp.)
Employment Matters. (a) Section 3.20(a4.21(a) of the Disclosure Schedules contains a list of all persons to be hired by any Buyer on or after the Closing Date, who are employees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time)position; (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-incentive- based compensation; and (vi) a description of the any other fringe benefits provided to each such individual as of the date hereof that are not disclosed elsewhere on the Disclosure Schedules. As of the date hereof. Except as , each of the individuals set forth in on Section 3.20(a4.21(a) of the Disclosure SchedulesSchedules is a full time employee and there are no outstanding employee loans with respect to such individuals. Except for payroll and sales employee compensation that has accrued but is unpaid in the ordinary course, as of the date hereof, all compensation, including wages, commissions and bonuses, bonuses payable to all employees, independent contractors or consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of Sellers or the Target Acquired Company with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) of Solely with respect to the Disclosure SchedulesTransferred Employees, the Target Company is Sellers are not, and has have not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsbeen, any Union representing or purporting to represent any employee of the Target CompanyTransferred Employee, and, to the Target Company’s KnowledgeKnowledge of Sellers, no Union or group of employees is seeking or has sought to organize employees any Transferred Employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is representations and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as warranties set forth in this Section 3.20(c), there 4.21 are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the Sellers' sole and exclusive representations and warranties regarding employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target 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 Lawsmatters.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (General Cable Corp /De/)
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and and, except as disclosed or required by this Agreement, there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five yearsbeen, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “"Union”"), and there is not, and has not been for the past five yearsbeen, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is is, and has been for the past three years, in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or practices to the Target 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 Target 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 Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.extent they relate to
Appears in 1 contract
Employment Matters. (a) Section 3.20(a5.15(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company MTE as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company MTE for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company MTE with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company MTE is not, and has not been for the past five yearsbeen, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “"Union”"), and there is not, and has not been for the past five yearsbeen, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargainingMTE. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company MTE or any of its employees. The Target Company MTE has no duty to bargain with any Union.
(c) The Target Company MTE is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees, volunteers, interns, consultants and independent contractors of MTE, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ ' compensation, leaves of absence absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company MTE as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company MTE classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth MTE is in Section 3.20(c)compliance in all material respects with and has complied with all immigration laws, there including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company MTE pending, or to the Target Company’s KnowledgeMTE'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 Target CompanyMTE, including, without limitation, any charge or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers' compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Travelzoo)
Employment Matters. (a) Section 3.20(a4.20(a) of the Company Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of any of the Target Company Companies as of the date hereof, including any such employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full classified as exempt or part timenon-exempt for overtime purposes), the name of their respective employer and work location; (iii) hire date; (iv) employment status (including whether active or on leave; and (v) current annual base compensation rate; and (vvi) commission, bonus or other incentive-incentive based compensation; compensation for directors and (vi) a description officers of the fringe benefits provided to each such individual Company, as of the date hereof. Except as set forth in Section 3.20(a) 4.20 of the Company Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of any of the Target Company Companies for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of any of the Target Company Companies with respect to any compensation, commissions or bonuses, except for (i) discretionary bonuses for 2018 described in Section 4.20(a) of the Company Disclosure Schedules and which will be paid in 2019; (ii) wages owed and which will be paid during the Company’s upcoming payroll cycles; and (iii) any bonuses described in Section 4.20(a) of the Company Disclosure Schedules that are payable in connection with the consummation of the transactions contemplated by this Agreement.
(b) Except as set forth in Section 3.20(b4.21(b) of the Company Disclosure Schedules, none of the Target Company is not, and Companies has not ever been for the past five years, a party to, bound by, or negotiating negotiated any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee . None of the Target CompanyCompany or any Company Subsidiary has been subject to a strike, andwork stoppage or material labor dispute since the date that is three (3) years prior to the date hereof. There are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or, to the Target Company’s Knowledge, threatened involving employees of the Company or any Company Subsidiary. There are no Union pending or, to the Company’s Knowledge, threatened, and, since January 1, 2016, there have been no strikes, lockouts, or group union organization activities. The Company and each of employees the Company Subsidiaries are not engaged in and have not engaged in any unfair labor practice that has resulted or could reasonably be expected to result, individually or in the aggregate, in any Liability to the Company or any of the Company Subsidiaries. There is seeking no unfair labor practice charge against the Company or has sought any of the Company Subsidiaries pending or, to organize employees for the purpose Company’s Knowledge, threatened before the National Labor Relations Board or any similar labor relations authority that could reasonably be expected to result in any Liability to the Company or any of collective bargaining. the Company Subsidiaries.
(c) Except as set forth in Section 3.20(b4.20(c) of the Company Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting all of the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is Companies are and has have been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or to the Target 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 Target 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 Target Company has complied Companies are in compliance with the federal Workers Adjustment and Retraining Notification Act and all similar state or local Laws (collectively, the “WARN Act”), and the Companies do not have any Liability pursuant the WARN Act, and it has no plans to undertake . The Companies have not implemented or been involved in any action that would trigger “mass layoff” or “plant closing” as defined in the WARN ActAct within the past three (3) years.
Appears in 1 contract
Samples: Business Combination Agreement (Harvest Health & Recreation Inc.)
Employment Matters. (a) Section 3.20(aSchedule 4.18(a) of the Partnership Entities Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of any of the Target Company Partnership Entities as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the any fringe benefits (other than any Benefit Plan) provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, except as set forth on Schedule 4.18(a) of the Partnership Entities Disclosure Schedules, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of any of the Target Company Partnership Entities for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital StatementBalance Sheet) and there are no outstanding agreements, understandings or commitments of any of the Target Company Partnership Entities with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) None of the Disclosure Schedules, the Target Company is notPartnership Entities is, and none of them has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or or, to the Knowledge of the Partnership, purporting to represent any employee of any of the Target CompanyPartnership Entities, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or or, to the Knowledge of the Partnership, has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been been, to the Knowledge of the Partnership, any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting any of the Target Company Partnership Entities or any of its their employees. The Target Company None of the Partnership Entities has no a duty to bargain with any Union.
(c) The Target Company Each of the Partnership Entities is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws Law pertaining to employment and employment practicespractices to the extent they relate to employees of any of the Partnership Entities, including all Laws Law 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 any of the Target Company Partnership Entities as independent contractors or consultants are properly treated as independent contractors under all applicable LawsLaw. All employees of any of the Target Company Partnership Entities classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth in Section 3.20(c), there There are no Actions Proceedings against any of the Target Company Partnership Entities pending, or to Knowledge of the Target Company’s KnowledgePartnership, 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 consultant or independent contractor of any of the Target CompanyPartnership Entities, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-employment related matter arising under applicable LawsLaw.
(d) The Target Company has All of the Partnership Entities have whenever applicable complied with the WARN Act, Act and it none of them has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a3.21(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b3.21(b) of the Disclosure Schedules, the Target Company is not, and has not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b3.21(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b3.21(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Company, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c)3.21(c) of the Disclosure Schedules, there are no Actions against the Target Company pending, or to the Target CompanySeller’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 Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
(e) With respect to each Government Contract, the Company is and has 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. The Company maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. The Company is not, and has not been for the past five (5) years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 and VEVRAA. The Company has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains Sellers have delivered to Buyer a list of all persons who are employees, independent contractors employees employed by Sellers exclusively at either the Xxxxx Facility or consultants of the Target Company DFW Facility as of the date hereofEffective Date of this Agreement, but excluding the Retained Employees (the “Facilities Employees”), including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation ratewhether full-time or part-time and whether exempt or non-exempt; (v) commission, bonus whether covered by the terms of a collective bargaining or other incentive-based compensationsimilar agreement or an employment or independent contractor agreement; and (vi) a description of the fringe benefits provided to each such individual as of whether absent from active employment and if so, the date hereof. Except as set forth in Section 3.20(asuch absence commenced, the reason for such absence, and the anticipated date of return to active employment; (vii) of the Disclosure Schedulesannual salary, as of the date hereofhourly rate or fee arrangement, all compensationand if applicable, including wages, commissions bonus target or other incentive compensation and bonuses, payable to all employees, independent contractors (viii) accrued but unused vacation or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonusestime off.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company Neither Seller is not, and has not been for the past five years, a party to, or bound by, or negotiating any collective bargaining agreement or other Contract agreement with a union, works council or labor organization (collectivelyrepresenting any of the employees. Since the Look-Back Date, “Union”), and there is not, and has not been for the past five yearsbeen, any Union representing or purporting to represent any employee of the Target Company, andnor, to the Target Company’s KnowledgeKnowledge of Sellers, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption activity or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any UnionFacilities Employees.
(c) The Target Company is and has been Sellers are in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to the Facilities Employees, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence absence, immigration and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Facilities Employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except All independent contractors and consultants providing personal services to the Sellers have been properly classified as set forth in Section 3.20(c)independent contractors for purposes of all Laws, there including Laws with respect to employee benefits. There are no Actions against the Target Company Sellers pending, or to the Target Company’s KnowledgeKnowledge of Sellers, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicantFacilities Employee, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, including any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied Sellers have investigated or reviewed all sexual harassment or other harassment, discrimination or retaliation allegations (that were made in writing, orally to a member of management or human resources personnel) of which it had knowledge since the Look-Back Date with regards to the WARN ActFacilities Employees. With respect to each such allegation with potential merit, and it has no plans to undertake any the Sellers have taken corrective action that would trigger is reasonably calculated to prevent further improper action
(e) A Form I-9 has been completed and retained with respect to each current Facilities Employee and, where required by law, former Facilities Employees. Sellers have not been the WARN Actsubject of any audit or other action, suit, proceeding, claim, demand, assessment or judgments nor, to the Knowledge of Sellers, have Sellers been the subject of an investigation, inquiry or other any audit or other action, suit, proceeding, claim, demand, assessment or judgments from the U.S. Department of Homeland Security, including the Immigration and Customs Enforcement, (or any predecessor thereto, including the U.S. Customs Service or the Immigration and Naturalization Service) or any other immigration-related enforcement proceeding.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a4.17(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, bonuses payable to all employees, independent contractors or consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) when due and there are no outstanding agreements, understandings or commitments of the Target Company Sellers with respect to any compensation, commissions or bonusesbonuses payable to any independent contractors.
(b) Except as set forth in Section 3.20(b4.17(b) of the Disclosure Schedules, the Target Company is notno Seller is, and no Seller has not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement Collective Bargaining Agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of the Target Companyany Seller, and, to the Target Company’s Sellers’ Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b4.17(b) of the Disclosure Schedules, during the past five (5) years, there has never not been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company any Seller or any employees of its employees. The Target Company has no duty to bargain with any Unionthe Business.
(c) The Target Company Each Seller is and has been in material compliance with the terms of the collective bargaining agreements and other Contracts Collective Bargaining Agreements listed on Section 3.20(b4.17(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Business, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target Company any Seller as consultants or independent contractors or consultants of the Business are properly treated as independent contractors under all applicable Laws, except to the extent the failure to do so would not have a Material Adverse Effect. All employees of the Target Company Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c4.17(c), there are no Actions against the Target Company any Seller pending, or to the Target Company’s 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 applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyBusiness, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has Sellers have complied with the WARN Act, and it has have no plans to undertake any action in the future that would trigger the WARN Act.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a3.19(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or contractual consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Estimated Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b3.19(b) of the Disclosure Schedules, the Target Company is not, and has not been for the past five 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 five three (3) years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Sellers’ Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company pending, threatened in writing, or to the Target Company’s Sellers’ Knowledge, otherwise 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 Target Company, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Kingsway Financial Services Inc)
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are the Company reasonably believe shall be employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorizedClosing Date, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital StatementBalance Sheet) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five yearsnever been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsnever been, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company pending, or to the Target CompanySeller’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 Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (American International Holdings Corp.)
Employment Matters. (a) Section 3.20(a3.21(a) of the Company Disclosure Schedules Letter contains a list of all persons who are employees, independent contractors or consultants of the Target Company or any of its Subsidiaries as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof; and (vii) hiring entity. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company or any of its Subsidiaries for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Tangible Net Worth Statement) and there are no outstanding agreements, understandings or commitments of the Target Company or any of its Subsidiaries with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) Neither the Company nor any of the Disclosure Schedules, the Target Company is not, and its Subsidiaries has not been for the past five three years, a party to, bound by, or negotiating negotiated any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five three years, any Union representing or purporting to represent any employee of the Target CompanyCompany or any of its Subsidiaries, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor to Company’s Knowledge has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its Subsidiaries or any of their employees. The Target Neither the Company nor any of its Subsidiaries has no any duty to bargain with any Union.
(c) The Target Except as set forth Section 3.21(c) in of the Company Disclosure Letter, the Company and each of its Subsidiaries is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company or any of its Subsidiaries as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company or any of its Subsidiaries classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company pending, or to the Target 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 Target CompanyCompany or any of its Subsidiaries, 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 Target Company and each of its Subsidiaries has complied in all material respects with the WARN Act, and it has they have no plans to undertake any action in the future that would trigger the WARN Act.
(e) With respect to each Government Contract, the Company and each of its Subsidiaries is and has been in compliance in all material respects 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. The Company and each of its Subsidiaries maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. Neither the Company nor any of its Subsidiaries is or has been for the past three years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 and VEVRAA. Neither the Company nor any of its Subsidiaries has been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor.
Appears in 1 contract
Employment Matters. (ai) Section 3.20(a5(u)(i)(i) of the Disclosure Schedules Schedule contains a list of all persons who are employees, independent contractors or consultants employees of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, Seller and sets forth for each such individual the following: (i1) name; (ii2) title or position (including whether full or part time)department; (iii3) position; (4) supervisor; (5) hire date; (iv6) current annual base exempt or non-exempt classification; (7) location; (8) hourly or salary compensation rate; and (9) any bonus, commission, or other incentive payments since January 1, 2021. Section 5(u)(i)(ii) of the Disclosure Schedule contains a list of all persons and/or entities who are independent contractors of Seller and sets forth for each such individual the following: (A) name; (B) services provided; (C) engagement date; (D) compensation rate; (vE) commission, bonus or other incentivecompensation paid in 2021 and year-based compensationto-date in 2022; and (viF) whether a description of the fringe benefits provided to each such individual as of the date hereofwritten agreement exists. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all All compensation, including wages, commissions commissions, bonuses and bonusesovertime compensation, payable to all employees, employees or independent contractors or consultants of the Target Company Seller for services performed on or prior to the date hereof have been paid in full (or accrued in full and, except as set forth on Section 5(u)(i)(iii) of the audited balance sheet contained in the Closing Working Capital Statement) and Disclosure Schedule, there are no outstanding agreementsContracts, understandings understandings, or commitments of the Target Company Seller with respect to any compensation, commissions or bonuses, and no employee has received any Contract or other promise or implication (written or unwritten) that compensation will be increased at any specific time or in any specific amount.
(bii) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company Seller is not, not and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there . No Union is not, and or has not been for the past five years, any Union representing or purporting to represent any employee of the Target CompanySeller, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, been nor has there been any threat of, of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Seller or any of its employees. The Target Company Seller has no duty to bargain with any Union.. 45
(ciii) The Target Company Seller has complied and is and has been currently complying, in compliance all material respects, with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and and/or employment practices, including all Laws relating practices 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 the extent they relate to employees of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insuranceSeller. All individuals and/or entities characterized and treated by the Target Company Seller as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Seller classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c)5(u)(iii) of the Disclosure Schedule, there are no Actions against the Target Company pendingSeller pending or, or to the Target CompanySeller’s Knowledge, threatened to be brought or filed, 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 Target CompanySeller, including, without limitation, including any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wrongful termination, hiring practices, parental and family leave and pay, sick leave, health and safety, workers’ compensation, wage and hours hours, overtime pay or any other employment-employment related matter arising under applicable Laws.
(div) The Target Company Seller has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
(v) All employees of Seller are either United States citizens, lawful permanent residents of the United States, or are otherwise authorized to work for Seller in the United States. All of Seller’s (i) employment practices, including those relating to the hiring and retention of workers; and (ii) employment records, including its Employment Eligibility Verification Forms (Form I-9) and all record keeping and retention practices in support thereof, comply with all applicable Laws. Seller has not received any audit, notices of inspection or violation or potential violation of any immigration or employment Laws, and no conditions or circumstances exist which reasonably would be expected to lead to Seller receiving any such notice of violation or potential violation. Seller has collected completed Form I-9s for all employees, retain such Forms I-9 pursuant to applicable Laws, and completed all Forms I-9 in compliance with all applicable Laws.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a3.19(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants employees of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time)position; (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensationcompensation earned in 2021 and targeted for 2022; and (vi) a description of the fringe benefits provided to each such individual as individual; (vii) principal work location; (viii) exempt or non-exempt status for purposes of the date hereof. Fair Labor Standards Act; (ix) full-time, part-time, or temporary status; (x) accrued but unused paid time off and sick leave; (xi) employment status (i.e., active, disabled or on authorized leave and the reason therefor); and (xii) service credited for purposes of vesting and eligibility to participate in the Benefit Plans.
(b) Except as set forth in Section 3.20(a3.19(b) of the Disclosure Schedules, the Company does not engage any individuals as independent contractors. Each of the Material Suppliers currently engaged by the Company has completed a background check prior to commencing service with the Company. As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(bc) Except as set forth in Section 3.20(b3.19(c) of the Disclosure Schedules, no current employee has given notice of termination (whether orally or in writing), and to Company’s Knowledge, no current employee intends to terminate employment with the Target Company.
(d) To Company’s Knowledge, there are no written agreements between any employees and any former employers or other contracting parties (as applicable) that may restrict such employee from performing any services for the Company. To Company’s Knowledge, none of the activities of the employees or consultants who provide services to the Company violate any agreement between any of such employees or consultants and their former employers or other contracting parties (as applicable).
(e) The Company is not, and the Company has not been for the past five yearsnever been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsnever been, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no does not have a duty to bargain with any Union.
(cf) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 absence, paid sick leave, unemployment insurance, proper classification of employees as exempt and non-exempt and as employees and independent contractors, and the collection and payment of withholding or social security Taxes and any similar Tax. During the past three (3) years, there has not been any Action against the Company or any officer or senior manager of the Company alleging violation of any applicable Law pertaining to employment and employment practices.
(g) The Company has paid in full to all of its employees, independent contractors, and consultants or adequately accrued for in accordance with GAAP all compensation, including wages, commissions, bonuses, fees, or other compensation, and there are no outstanding agreements, understandings, or commitments of any Shareholder or the Company regarding any compensation, wages, commissions, bonuses, or fees.
(h) All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except The Company has never had any temporary or leased employees that were not treated and accounted for in all respects as set forth employees of the Company.
(i) No employee is on a visa sponsored by the Company, which visa will require continued sponsorship, and the Company has not received a “no match” letter from the Social Security Administration concerning any current or former employee. The Company is in Section 3.20(c)compliance in all material respects with the requirements of the United States Immigration Reform Control Act of 1986 (the “IRCA”) and any equivalent applicable local Law. The Company has not relied upon subcontractors in violation of the IRCA. The Company is not party to or otherwise bound by any consent decree with, there or citation by, any Governmental Authority relating to employees or employment practices.
(j) There are no Actions against the Target Company pendingpending or, or to the Target Company’s Knowledge, threatened to be brought or filedfiled in, by or with any court, Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(dk) The Target Company has complied in all respects with the WARN Act, and it has no plans to undertake any action in the future that would trigger the WARN Act.
(l) Except as set forth in Section 3.19(l) of the Disclosure Schedules, there have been no workplace accidents, injuries or exposures (including viral exposure, including COVID-19) involving any employee, Independent Contractor or third party that have resulted, or could reasonably be expected to result in, a claim for worker’s compensation payments or benefits, or a violation of the Occupational Health and Safety Act or state or local equivalent.
Appears in 1 contract
Samples: Asset Purchase Agreement (Kingsway Financial Services Inc)
Employment Matters. (a) Section 3.20(aSchedule 4.25(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) status, title or and/or position (including whether full an employee or part timecontractor, whether full-or part-time and whether exempt or non-exempt); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or and any other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, bonuses payable to all employees, independent contractors or and consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company Seller with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company . Seller is not, and has not been for the past five yearsnever been, a party to, bound by, by or negotiating negotiated any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsnever been, any Union representing or purporting to represent any employee of the Target CompanySeller, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Seller or any employees of its employeesthe Business. The Target Company Seller has no duty to bargain with any Union.
(c) The Target Company . Seller is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Business, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, employee classification or 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 (including paid sick leave) and unemployment insurance. All individuals characterized and treated by the Target Company Seller as consultants or independent contractors or consultants of the Business are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws Laws are properly classifiedclassified in all material respects. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company Seller pending, or to the Target CompanySeller’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 Target CompanyBusiness, including, without limitation, including any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company . Seller has complied in all material respects with the WARN Act, and it has no plans to undertake any action in the future that would trigger the WARN Act. With respect to each Government Contract, Seller is and has 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. Seller maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. Seller is not, and has not been for the past five (5) years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 and VEVRAA. Seller has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a) of The Company has made available to the Disclosure Schedules contains a list of Parent the following information relating to all persons who are employees, independent contractors or consultants of the Target Company and each Company Subsidiary as of the date hereofSigning Date, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for including with respect to each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits benefits, other than Benefit Plans, provided to each such individual as of the date hereofSigning Date. Except as set forth in Section 3.20(a) As of the Disclosure Schedules, as of the date hereofSigning Date, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company and each Company Subsidiary for services performed on or prior to the date hereof Signing Date have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonusesfull.
(b) Except as set forth in Section 3.20(b) of Neither the Disclosure Schedules, the Target Company nor any Company Subsidiary is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target CompanyCompany or a Company Subsidiary, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company, any Company Subsidiary or any of its their respective employees. The Target Neither the Company nor any Company Subsidiary has no any duty to bargain with any Union.
(c) The Target Company and each Company Subsidiary is and has been in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 To the Knowledge of the Company and each Company Subsidiary, all individuals characterized and treated by the Target Company or a Company Subsidiary as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All To the Knowledge of the Company and each Company Subsidiary, all employees of the Target Company and each Company Subsidiary classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company or any Company Subsidiary pending, or to the Target Company’s KnowledgeKnowledge of the Company and each Company Subsidiary, 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 Target CompanyCompany or any Company Subsidiary, 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 LawsLaws (other than routine benefit claims).
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Samples: Merger Agreement (Isun, Inc.)
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants (each not including, for the avoidance of doubt, the Target Company’s law firms, accounting firms or investment banking firms) of any Acquired Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) current target annual commission, bonus or other incentive-based compensation; and (viprovided, that, to the extent applicable privacy or data protection Laws would prohibit the disclosure of certain personally identifiable information without the individual’s consent, Section 3.21(a) a description of the fringe benefits provided to each shall provide such individual as of the date hereofinformation in aggregated or de-identified form in compliance with applicable Laws. Except as set forth in Section 3.20(a3.21(a) of the Disclosure Schedules, as of the date hereof, each of the Acquired Companies has paid in full all compensation, including wages, commissions and bonuses, due and payable to all employees, independent contractors or consultants as of the Target Company for services performed on or prior to the date hereof have been paid in full to its employees (or other than amounts accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses).
(b) Except as set forth in on Section 3.20(b3.21(b) of the Disclosure Schedules, the Target (i) no Acquired Company is notis, and or has not been for the past five three 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 (ii) there is not, and has not been for the past five three years, any Union representing or or, to the Company’s Knowledge purporting to represent represent, any employee of the Target any Acquired Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b, (iii) of the Disclosure Schedules, there has never been, nor has there not been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target any Acquired Company or any of its employees. The Target employees and (iv) no Acquired Company has no any duty to bargain with any Union.
(c) The Target Company is Acquired Companies are and has since September 30, 2011 have been in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including including, without limitation, 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, federal or state OSHA obligations, whistleblower protection, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target any Acquired Company as independent contractors or consultants are properly classified and treated as independent contractors under all applicable Laws. All The Company has analyzed and has properly classified all employees of the Target Company classified Acquired Companies as either exempt or non-exempt under the Fair Labor Standards Act and any applicable state and local wage laws and hour laws are properly classifiedotherwise has complied with all requirements relating to the calculation of hours worked and the payment of overtime. Except as set forth in Section 3.20(c), 3.21(b) of the Disclosure Schedules there are no Actions against the Target any Acquired Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment by or on behalf of any current or former applicant, employee, consultant, volunteer, intern intern, or independent contractor of the Target Company, including, without limitation, any claim Acquired Company relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-related matter arising under applicable Laws.
(d) The Target Company has Acquired Companies have complied with the WARN ActAct since September 30, 2011.
(e) With respect to each Government Contract, the Acquired Companies are and since September 30, 2011 have been in material compliance, to the extent applicable, 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. The Acquired Companies maintain and comply with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. To the Company’s Knowledge, no Acquired Company is, and it no Acquired Company has no plans to undertake been since September 30, 2011, the subject of any audit, investigation or enforcement action that would trigger by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 and VEVRAA. No Acquired Company has been debarred, suspended or otherwise made ineligible from doing business with the WARN ActUnited States government or any government contractor since September 30, 2011.
(f) Section 3.21(f) of the Disclosure Schedules contains a list of all individuals who will receive any payments under the Employee Bonus Plan or the Management Bonus Plan, including the estimated amount of such payment as of the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Merit Medical Systems Inc)
Employment Matters. (a) Section 3.20(a4.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a4.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company Seller with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b4.20(b) of the Disclosure Schedules, the Target Company Seller is not, and has not been for the past five 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 five three (3) years, any Union representing or purporting to represent any employee of the Target CompanySeller, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b4.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Seller or any employees of its employeesthe Business. The Target Company Seller has no duty to bargain with any Union.
(c) The Target Company Seller is not a party to any collective bargaining agreement. Seller is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b4.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees, volunteers, interns, consultants and independent contractors of the Business, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company Seller as consultants or independent contractors or consultants of the Business are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Seller is in compliance with and has complied with all immigration laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. Except as set forth in Section 3.20(c4.20(c), there are no Actions against the Target Company Seller pending, or to the Target CompanySeller’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 Target CompanyBusiness, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company Seller has complied with the WARN ActAct and corresponding state statutes, and it has no plans to undertake any action in the future that would trigger the WARN Act.
(e) With respect to each Government Contract, Seller is and has 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. To the extent required by Law, Seller maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. Seller is not, and has not been for the past three (3) years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 or VEVRAA. Seller has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a4.20(a) of the Disclosure Schedules Letter contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position status as an employee (including whether full or part part-time)) or independent contractor/consultant; (iii) title or position; (iv) hire or retention date; (ivv) current annual base compensation raterate or contract fee; (vvi) commission, bonus or other incentive-based compensation; and (vivii) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all remuneration and compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) full, and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b4.20(b) of the Disclosure SchedulesLetter, the Target Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, and to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth There has not been in Section 3.20(b) of the Disclosure Schedules, there has never beenpast five years, nor has there been in the past five year any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union and will not be bound to any collective bargaining agreement or other Agreement currently being negotiated by a third party with a Union.
(c) The Target Company is and and, to the Company’s Knowledge, has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b4.20(b) of the Disclosure Schedules Letter and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees, volunteers, interns, consultants and independent contractors of the Company, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, whistleblower protections, prohibitions on retaliation for protected conduct, pre-hire inquiries of applicants and candidates for employment, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, vacation pay, hours, overtime compensation, child labor, obtaining and using background checks and other consumer reports and investigative consumer reports (as those terms are defined under the Fair Credit Reporting Act and analogous state laws), hiring, promotion, discipline, termination, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, use of leave benefits, paid sick leave and other paid time off benefits, 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 of the Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. The Company is in compliance with and has complied with all immigration laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions 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 engagement, employment, termination of employment, termination of engagement or denial of employment or engagement of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Company, 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 employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and absence, paid sick leave, unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or to the Target 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 Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target In the past five years, the Company has complied with not effectuated a “plant closing” or a “mass layoff,” as defined under the WARN ActAct or analogous state law, and it has no plans to undertake any action that would trigger any notice requirements or other actions by the Company under the WARN ActAct or analogous state laws.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons Persons who are employees, independent contractors or consultants of the Target Company Companies as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; and (v) commission, bonus or other incentive-based compensation at the applicable target level for such commission, bonus or compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, due and payable to all employees, independent contractors or consultants of the Target either Company for services performed on or prior to the date hereof have been paid in full (or properly accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses).
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Neither Company is notis, and has not been for the past five yearssince its formation, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearssince each Company’s formation, any Union representing or purporting to represent any employee of the Target either Company, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) Since formation of the Disclosure SchedulesCompanies by the Seller, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target either Company or any of its their employees. The Target Neither Company has no any duty to bargain with any Union.
(c) The Target Each Company is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target each Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions (other than routine claims for benefits under a Benefit Plan) against the Target either Company pending, or to the Target CompanySeller’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 Target either Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Employment Matters. (a) Section 3.20(aDisclosure Schedule 3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target a Company Party, separated by Company Party, as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; and (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the on Disclosure SchedulesSchedule 3.21(a), as of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target a Company Party for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target any Company Party with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target No Company is notParty is, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure SchedulesSchedule 3.21(b), there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target any Company Party or any of its their employees. The Target Company has Parties have no duty to bargain with any Union.
(c) The Target Except as set forth on Disclosure Schedule 3.21(c), the Company is Parties are and has have been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigrationwork authorization, 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 absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target a Company Party as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target a Company Party classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws Laws are properly classified. Each Company Party is in compliance with and has complied with all applicable immigration Laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. Except as set forth in Section 3.20(c3.21(c), there are no Actions against the Target any Company Party pending, or to the Target Company’s 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 applicant, employee, consultant, volunteer, intern or independent contractor of the Target Companysuch Company Party, includingincluding any charge, without limitation, any investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage work authorization, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target Each Company Party has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN ActAct in all respects.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Green Thumb Industries Inc.)
Employment Matters. (a) Section 3.20(a3.23(a) of the Disclosure Schedules contains a list of all persons individuals who are employees, independent contractors or consultants of the Target Company as of the date hereofand each current Amonate Business Employee, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; and (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a3.23(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company and each current Amonate Business Employee for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company Target, any Asset Seller or Affiliate of an Asset Seller with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b3.23(b) of the Disclosure Schedules, the Target Company is not, and has not ever been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsever been, any Union representing or purporting to represent any employee of the Target Companyor any Amonate Business Employees, and, to the Target Company’s Seller Parties’ Knowledge, no Union or group of employees is of Target or any Amonate Business Employees are seeking or has sought to organize employees of Target or the Amonate Business Employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b3.23(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employeesemployees or any Amonate Business Employees. The Target Company has no duty to bargain with any UnionUnion and no Seller Party or Affiliate of a Seller Party has a duty to bargain with any Union with respect to the Amonate Business Employees.
(c) The Target Company and each Asset Seller and Affiliate of an Asset Seller that employ any Amonate Business Employee is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Amonate Business Employees characterized and treated as independent contractors or consultants and all individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company and Amonate Business Employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws Laws are properly classifiedclassified in all material respects. Except as set forth in Section 3.20(c3.23(c), there are no Actions against the Target Company pending, or to the Target Company’s Seller Parties’ Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator (i) against Target in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern consultant or independent contractor of the Target CompanyTarget, or (ii) against any Asset Seller or Affiliate of an Asset Seller with respect to any Amonate Business Employee, in each case including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-employment related matter arising under applicable Laws.
(d) The Since the formation of Target, Target Company has not effectuated (i) a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment; (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment; or (iii) any similar action under the WARN Act requiring notice to any current or former employees in the event of an employment loss or layoff. Target has complied with the WARN Act, Act and it has no plans to undertake any action in the future that would trigger the WARN Act.
Appears in 1 contract
Samples: Membership Interest and Asset Purchase Agreement (CONSOL Energy Inc)
Employment Matters. (a) Section 3.20(a4.24(a) of the Disclosure Schedules contains a list of all persons who are employeesEmployees, independent consultants, or contractors or consultants of the Target each Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a4.24(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, bonuses payable to all employeesEmployees, independent consultants, or contractors or consultants of the Target any Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target any Company with respect to any commissions, bonuses or increases in compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target No Company is not, and has not been for the past five years, a party to, or bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”)representing any of its Employees, and there is notare no labor organizations representing, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, andor, to the Target CompanyWarrantor’s Knowledge, no Union or group attempting to represent any Employee of employees is seeking or has sought to organize employees for the purpose of collective bargainingany Company. Except as set forth in Section 3.20(b4.24(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption activity or dispute affecting the Target any Company or any of its employeesEmployees. The Target Except as disclosed in Section 4.24(b) of the Disclosure Schedules, no Company has no duty is party to bargain works agreements (Betriebsvereinbarungen), other agreements with any Union.employee representatives
(c) The Target Each Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target any Company as independent consultants or contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target any Company pending, or to the Target CompanyWarrantor’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 consultant or independent contractor of the Target any Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours pay or any other employment-employment related matter arising under applicable Laws.
(d) The Target In respect of the UK Companies and their subsidiaries the Contracts related to employment and/or service to which any Company has complied is a party are determinable at any time on three months’ notice or less without compensation (other than compensation in accordance with the WARN ActEmployment Rights Act 1996).
(e) In respect of the UK Companies and their subsidiaries, no executive of any Company, who is in receipt of remuneration in excess of £25,000 per annum, and it no officer of any Company:
(i) has given or received notice terminating his employment, except as expressly contemplated in this agreement; or
(ii) is entitled to leave his employment or office prematurely as a result of the sale of the Shares.
(f) None of the Sellers or any Company or any of their directors are aware of any outstanding claim by any employee or any trade union and no plans disputes have during the preceding three years arisen between any Company and any material number or category of employees or any trade union and there are no present circumstances which are likely to undertake give rise to any action such dispute.
(g) No employee will become redundant and no Company is obliged or accustomed to make any payments to any employee or officer of any Company, or their Affiliates, by way of enhanced redundancy payment.
(h) In respect of the UK Companies and their subsidiaries, in the 12 months’ period ending with the date of this Agreement, no company has given notice of any redundancies to the Secretary of State or started consultations with any appropriate representatives under the provisions of Part IV of the Trade Union and Labour (Consolidation) Axx 0000, nor has any company failed to comply with any obligation under that would trigger the WARN Actstatute.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent consultants, or contractors of Company or consultants of the Target Company Sub as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a3.21(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent consultants, or contractors of Company or consultants of the Target Company Sub for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Estimated Closing Working Capital Balance Statement) and there are no outstanding agreements, understandings or commitments of the Target Company or Sub with respect to any commissions, bonuses or increases in compensation. All amounts of compensation which become payable after the date hereof but prior to the Closing shall be timely paid by Company and Sub. Company and Sub have withheld and paid all Taxes required to have been withheld and paid by them in connection with amounts paid or owing to any employee, commissions consultant or bonusesindependent contractor.
(b) Except as set forth in Section 3.20(b) of the Disclosure SchedulesNeither Company nor Sub is, the Target Company is not, and or has not been for the past five 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 five three (3) years, any Union representing or purporting to represent any employee of the Target CompanyCompany or Sub, and, to the Target Company’s KnowledgeKnowledge of Seller, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b3.21(b) of the Disclosure Schedules, there has never been, nor to the Knowledge of Seller has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or Sub or any of its their respective employees. The Target To the Knowledge of Seller, neither Company nor Sub has no any duty to bargain with any Union. Neither Company nor Sub is engaged in any unfair labor practices within the meaning of Section 8 of the National Labor Relations Act.
(c) The Target Company is and has been Except as set forth in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b3.21(c) of the Disclosure Schedules Schedules, to the Knowledge of Seller, Company and Sub are and have been in compliance in all material respects with all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All To the Knowledge of Seller, all individuals characterized and treated by the Target Company or Sub as independent consultants or contractors or consultants are properly treated as independent contractors under all applicable Laws. All To the Knowledge of Seller, all employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c3.21(c), there are no Actions against the Target Company or Sub pending, or to the Target Company’s KnowledgeKnowledge of Seller, threatened in writing 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 consultant or independent contractor of the Target CompanyCompany or Sub, including, without limitation, any claim relating to unfair labor practices, employment discriminationdiscrimination (including discrimination based on gender, age, marital status, race, national origin, sexual orientation, handicap, or veteran status), harassment, retaliation, equal pay, wage and hours or any other employment-employment related matter arising under applicable Laws, and to the Knowledge of Seller, no basis for any such charge, investigation, administrative proceeding, or complaint exists. There have been no audits during the past three (3) years of the equal employment practices of Company or Sub.
(d) The Target Company has and Sub have complied in all material respects with the WARN Act, to the extent applicable, and it has they have no plans to undertake any action in the future that would trigger the WARN Act.
(e) Company represents and warrants that the Management Members have waived or prior to the Closing shall have waived their bonuses for calendar year 2014.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Innospec Inc.)
Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains Company has provided to Parent a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets setting forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a3.21(a) of the Company Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained used in determination of the Closing Estimated Net Working Capital Statementdelivered pursuant to Section 1.5(a)) and, as of the date hereof, no other compensation, commissions or bonuses are due and there are no owing under any outstanding agreements, understandings or commitments of the Target Company with respect to any other than such compensation, commissions or bonuses.
(bbonuses that may be paid by Company prior to Closing in accordance with Section 5.1(b)(ix) hereof. Except as set forth in Section 3.20(b3.21(a) of the Company Disclosure Schedules, the Target Company has not made any commitment to its employees to pay any amount of severance in the event their employment is terminated following Closing.
(b) Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsbeen, any Union representing or or, to Company’s Knowledge, purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or or, to Company’s Knowledge, has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been been, to Company’s Knowledge, any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has is currently under no duty to bargain with any Union.
(c) The Target Company is is, and has been been, in all material respects, in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company pending, or to the Target 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 consultant or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-related employment -related matter arising under applicable Laws.
(d) The Target Company has complied in all material respects with the WARN Act, if applicable, and it has no plans to undertake any action in the future that would trigger the WARN Act.
Appears in 1 contract
Samples: Merger Agreement (AtriCure, Inc.)
Employment Matters. (a) Section 3.20(a4.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants employees of the Target Company Matrix as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b4.20(b) of the Disclosure Schedules, the Target Company Matrix is not, and has not been for the past five 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 five three (3) years, any Union representing or purporting to represent any employee of the Target CompanyMatrix, and, to the Target CompanyMatrix’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b4.20(b) of the Disclosure Schedules, to the Knowledge of Matrix, there has never been, nor has there been any no threat of, of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Matrix or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company Except as would not reasonably be expected to have a Matrix Material Adverse Effect, Matrix is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of Matrix, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target Company Matrix as independent contractors or consultants are properly treated as independent contractors under all applicable Laws, except as would not reasonably be expected to have a Matrix Material Adverse Effect. All employees of the Target Company Matrix classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified, except as would not reasonably be expected to have a Matrix Material Adverse Effect. Except as set forth in Section 3.20(c)4.20(c) of the Disclosure Schedules, there are no Actions against the Target Company Matrix pending, or to the Target CompanyMatrix’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 consultant or independent contractor of the Target CompanyMatrix, 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 Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a3.19(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions commissions, bonuses or bonusesfees except as set forth in Section 3.19(a) of the Disclosure Schedules.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Sellers’ Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees, consultants and independent contractors of the Company, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth The Company is in Section 3.20(c)compliance with and has complied with all immigration laws, there including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company pending, or to the Target Company’s 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 applicant, employee, consultant, volunteer, intern consultant or independent contractor of the Target Company, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) With respect to each Government Contract, the Company is and has been in compliance in all material respects 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. The Target Company maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. The Company is not, and has not been for the past three (3) years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 or VEVRAA. The Company has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor. The Company is in compliance with and has complied with the WARN Actall immigration laws, and it has no plans to undertake including any action that would trigger the WARN Actapplicable mandatory E-Verify obligations.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains Sellers have made available a list of all persons who are employees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time)position; and (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a4.18(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, bonuses payable to all employees, independent contractors or consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full are adequately reflected on the audited balance sheet contained in the Closing Working Capital Statement) Seller’s Financial Statements and there are no outstanding agreements, understandings or commitments of the Target Company Seller with respect to any compensation, commissions or bonuses. Notwithstanding any provisions in this Agreement to the contrary, Seller will pay employees the value of all Earned Vacation and Accrued Vacation upon, and in consideration for, such employee executing a full and complete release of Sellers and Sellers’ Affiliates.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company is Sellers are not, and has have not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of the Target CompanySellers, and, to the Target Company’s Sellers’ Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b4.18(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Sellers or any employees of its employeesthe Business. The Target Company has To Seller’s Knowledge, Sellers have no duty to bargain with any Union.
(c) The Target Company is and has been Except as set forth in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b4.18(c) of the Disclosure Schedules Schedules, Sellers are and have been since January 1, 2016 in compliance in all material respects with all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Business, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All To Sellers’ Knowledge, all individuals characterized and treated by the Target Company Sellers as consultants or independent contractors or consultants of the Business are properly treated as independent contractors under all applicable Laws. All To Sellers’ Knowledge, all employees of the Target Company Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth in Section 3.20(c4.18(c), there are no Actions against the Target Company Sellers pending, or to the Target Company’s 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 applicant, employee, consultant, volunteer, intern or independent contractor of the Target CompanyBusiness, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage wages and hours or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied To Sellers’ Knowledge, Sellers are and have been in compliance in all material respects with all applicable immigration Laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. For the WARN Actpast four years, Sellers have not been subject to or received any notice of any audit, investigations or, to Seller’s Knowledge, any other inquiries from any Governmental Authority with respect to compliance with applicable immigrations Laws. Sellers have not received any “No-Match” letters from the Social Security Administration regarding any of Seller’s current employees and it has Sellers have no plans Knowledge of any of Seller’s current employees using a Social Security number that was not issued to undertake any action that would trigger the WARN Actemployee using it.
Appears in 1 contract
Samples: Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.)
Employment Matters. (a) Section 3.20(a) 3.21 of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of each of the Target Company Companies as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth hereof if different or in addition to those listed on Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all . All compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of each of the Target Company Companies for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital StatementFinancial Certificate) and there are no outstanding agreements, understandings or commitments of the Target Company or PTC with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) of Neither the Disclosure Schedules, the Target Company nor PTC is not, and or has not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of the Target CompanyCompany or PTC, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Company, PTC or any of its their employees. The Target Neither the Company nor PTC has no any duty to bargain with any Union.
(c) The Target Except as set forth on Section 3.21(c) of the Disclosure Schedules, the Company is and has PTC are and since January 1, 2016 have been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company or PTC as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company and PTC classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. .
(d) Except as set forth in Section 3.20(c)3.21(d) of the Disclosure Schedules, there are no Actions against the Target Company or PTC pending, or to the Target 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 consultant or independent contractor of the Target CompanyCompany or PTC, 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.
(de) The Target Company has and PTC have complied with the WARN Act, and it has they have no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Samples: Merger Agreement (Northwest Pipe Co)
Employment Matters. (a) Section 3.20(a) 3.17 of the Disclosure Schedules contains Schedule sets forth a true and complete list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, Employees and sets forth for forth, with respect to each Employee, such individual the followingEmployee’s: (i) nametitle or position; (ii) title date of hire or position (including whether full or part time)commencement of service; (iii) hire datework location and employer; (iv) current annual base compensation ratefull-time or part-time and exempt or non-exempt status; (v) commissionstatus regarding whether such Employee is absent from active employment or service, bonus or other incentive-based compensationand if so, the date such absence commenced, the anticipated date of return, and type of absence; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedulessalary, as of the date hereofand if applicable, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors bonus or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonusesother incentive compensation data.
(b) Except as set forth in Section 3.20(b) None of the Disclosure Schedules, the Target Company Employees is not, and has not been for the past five years, a party to, bound by, represented by any union or negotiating subject to any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Companyagreement, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) Knowledge of the Disclosure SchedulesSellers, there has never been, nor has there been none of the Employees is engaged in any threat of, any union organizational activities. There is no strike, slowdown, work stoppage, lockoutwalkout, concerted refusal to work overtime slowdown, hand billing, picketing or other similar labor disruption or dispute affecting the Target Company or “concerted action” involving any of its employeesthe Employees. The Target No representation election petition has been filed by any Employee or is pending with the NLRB, and, to the Knowledge of the Sellers, no union organizing campaign involving or affecting any Employee has occurred, is in progress or is threatened against any Company Group Member. No NLRB unfair labor practice charge (or litigation alleging such claim) has no duty been filed or, to bargain with any UnionSellers’ Knowledge, threatened or is presently pending relating to an Employee.
(c) The Target There is no written or oral contract or agreement between any Company Group Member and any vendor providing leased or temporary employees. No Company Group Member has taken any action with respect to the transactions contemplated hereby that could constitute a “mass layoff” or “plant closing” within the meaning of the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) or could otherwise trigger any notice requirement or Liability under any local or state plant closing notice Law. Each Company Group Member has complied in all material respects, and is and has been in compliance in all material respects, with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining relating to employment labor and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigrationterms and conditions of employment, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safetycollective bargaining, workers’ compensation, leaves of absence occupational safety and unemployment insurance. All individuals characterized health, equal employment opportunity and treated by the Target Company as immigration and those Laws regarding Tax and benefits treatment, applicable to independent contractors or consultants contractors, consultants, temporary and leased employees, and are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth not engaged in Section 3.20(c), there are no Actions against the Target Company pending, or to the Target 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 Target Company, including, without limitation, any claim relating to unfair labor practices, or unlawful employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable Lawspractice.
(d) The Target Section 3.17 of the Disclosure Schedule sets forth, for 2011 calendar year to date and each of the three (3) preceding calendar years, a true and complete list of all workers’ compensation claims made against any of the Company has complied Group Members during such period and a summary of the loss experience with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Actrespect thereto.
Appears in 1 contract
Samples: Securities Purchase Agreement (Atkore International Holdings Inc.)
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent consultants, or contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof; and (vii) a description and the amount of any severance compensation or benefits owed to each such individual as a result of the transactions contemplated by this Agreement. Except as set forth in Section 3.20(a3.21(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent consultants, or contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital StatementFinancial Statements) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any commissions, bonuses or increases in compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five 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 five three (3) years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company as independent consultants or contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c)3.21(c) of the Disclosure Schedules, there are no Actions against the Target Company pending, or to the Target CompanySeller’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 consultant or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-employment related matter arising under applicable Laws. With respect to the workers compensation claims set forth in Section 3.21(c) of the Disclosure Schedules, Seller has provided to Buyer all written materials directly or indirectly related to such claims that are in Seller or Escalon’s possession or of which Seller has Knowledge.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a4.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company Business for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company Seller with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company Seller is not, and has not been for the past five 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 five three (3) years, any Union representing or purporting to represent any employee of the Target CompanySeller, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Seller or any employees of its employeesthe Business. The Target Company Seller has no duty to bargain with any Union.
(c) The Target Company Seller is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees, volunteers, interns, consultants and independent contractors of the Business, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company Seller as consultants or independent contractors or consultants of the Business are properly treated as independent contractors under all applicable Laws. All employees of the Target Company Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth Seller is in Section 3.20(c)compliance with and has complied with all immigration laws, there including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company Seller pending, or to the Target CompanySeller’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 Target CompanyBusiness, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company Seller has complied with the WARN Act, and it has no plans to undertake any action in the future that would trigger the WARN Act.
(e) Seller is not and has not been for the past three (3) years a party to any Government Contract OR With respect to each Government Contract, Seller is and has 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. Seller maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. Seller is not and has not been for the past three (3) years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 or VEVRAA. Seller has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor. Seller is in compliance with and has complied with all immigration laws, including any applicable mandatory E-Verify obligations.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company and its Subsidiaries as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company and/or its Subsidiaries for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company or any Subsidiary with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) Neither the Company nor any Subsidiary of the Disclosure SchedulesCompany is, the Target Company is not, and or has not been for the past five 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 five three (3) years, any Union representing or purporting to represent any employee of the Target CompanyCompany or any of its Subsidiaries, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Company, its Subsidiaries, or any of its employees. The Target Neither the Company nor any Subsidiary thereof has no any duty to bargain with any Union.
(c) The Target Company is Company, and has each of its Subsidiaries, are and have been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company and/or any Subsidiary of the Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company and its Subsidiaries classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company and/or its Subsidiaries pending, or to the Target CompanySeller’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 Target CompanyCompany or any Subsidiary thereof, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company and its Subsidiaries have fewer than 100 employees.
(e) With respect to each Government Contract, the Company and its Subsidiaries are and have been in compliance in all material respects 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. The Company and each Subsidiary maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. The Company is not, and has complied not been for the past three (3) years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 and VEVRAA. Neither the Company, nor any Subsidiary, has not been debarred, suspended or otherwise made ineligible from doing business with the WARN Act, and it has no plans to undertake United States government or any action that would trigger the WARN Actgovernment contractor.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a3.22(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; (vi) location; (vii) exemption status under the Fair Labor Standards Act; (viii) status (employee or independent contractor); (ix) date of birth; (x) leave status (including return date) (xi) whether such person is employed or engaged pursuant to a written contract; (xii) whether such employment or engagement is at-will; and (vixiii) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital StatementInterim Balance Sheet) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five three years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five three years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees, volunteers, interns, consultants and independent contractors of the Company, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth The Company is in Section 3.20(c)compliance with and has complied with all immigration laws, there including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company pending, or to the Target CompanySeller’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 Target Company, including, without limitation, any charge or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
(e) To Seller’s Knowledge, no employee, contractor or consultant of the Company that is performing services at Company Property is positive for COVID-19, or is under an order to quarantine as a result of (other than with respect to any city or county “shelter in place” instructions): COVID-
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Sunworks, Inc.)
Employment Matters. (a) Section 3.20(a3.26(a) of the Company Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on or otherwise reflected in the audited balance sheet contained calculations of Closing Working Capital provided in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses).
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five yearsever been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “"Union”"), and there is not, and has not been for the past five yearsever been, any Union representing or purporting to represent any Person in their capacity as an employee of the Target Company, and, and to the Target Company’s Knowledge, 's Knowledge no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted and coordinated refusal to work overtime or other similar labor disruption or dispute affecting against the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been for the last three years in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Company, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefitsrights, 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 absence, paid sick leave and unemployment insurance. All individuals currently characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All current employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth The Company is in Section 3.20(c)material compliance with, there and for the last three years has materially complied with, all immigration laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company pending, or to the Target 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 consultant or independent contractor of the Target Company, including, without limitation, any claim Action relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers' compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied Notwithstanding any other provisions of this Agreement, the representations and warranties contained in this Section 3.26 are the only representations and warranties given by Selling Parties related to the representations contained herein, including employee and employment matters, consultant and independent contractor, labor, union matters, compliance with Laws related to employment and employment practices, Actions related to the WARN Actmatters identified herein, and it has no plans to undertake other provisions of this Agreement shall be interpreted as containing any action that would trigger the WARN Actrepresentation or warranty with respect thereto.
Appears in 1 contract
Samples: Stock Purchase Agreement (Zynex Inc)
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Net Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees of the Company, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c3.21(c), there are no Actions against the Target Company pending, or to the Target 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 Target 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 Target Company has complied in all material respects with the WARN Act, and it has no plans to undertake any action before the closing contemplated hereby that would trigger the WARN Act.
(e) The Company has not Contracts with any Governmental Entity that would cause it to be subject to Executive Order No. 11246 of 1965 (“E.O. 11246”), Section 503 of the Rehabilitation Act of 1973 (“Section 503”) or the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (“VEVRAA”), including all implementing regulations.
(f) Except as set forth in Section 3.21(f) of the Disclosure Schedules, the Company has not entered into employment contracts with any employee.
Appears in 1 contract
Samples: Merger Agreement (Fusion Telecommunications International Inc)
Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of The Target has complied in all persons who are employees, independent contractors or consultants of the Target Company as of the date hereofrespects with all Laws relating to employment, including any employee who is on a leave of absence without limitation all Laws concerning equal employment opportunity, nondiscrimination, leaves and absences, immigration, calculation of any naturepayment of wages, paid or unpaidhours, authorized or unauthorizedunemployment taxes and benefits, 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 incentiveemployment-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensationrelated benefits, including wagesERISA, commissions HIPAA and bonusesCOBRA, payable any and all Laws relating to all employeescollective bargaining, independent contractors or consultants the payment of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) social security and there are no outstanding agreementssimilar Taxes, understandings or commitments of the Target Company with respect to any compensation, commissions or bonusesoccupational safety and health and plant closing.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the The Target Company is not, and has not been for the past five years, a party to, to or bound by, or negotiating by any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never beenagreement, nor has there been the Target experienced any threat ofstrikes, any strikegrievances, slowdown, work stoppage, lockout, concerted refusal to work overtime claims of unfair labor practices or other similar labor disruption or dispute affecting the Target Company or any of its employeescollective bargaining disputes. The Target Company has no duty to bargain with not committed any Unionunfair labor practice.
(c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and no unresolved employment-related charges, claims, lawsuits or other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 insuranceLiabilities. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of unresolved complaints from any current or former applicantemployees concerning any matters relating to employment with the Target. The Target has no Liability for, employee, consultant, volunteer, intern or independent contractor and the consummation of the transaction under this Agreement will not cause the Target Company, including, without limitationto have any Liability or future Liability for, 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 Lawsmatters, including without limitation any claims for unpaid wages, salary, bonuses, benefits, severance or other compensation due to current or former employees, whether or not asserted.
(d) The Target Company has complied not treated any Person who should have been treated as an employee, under any Law or otherwise, as an independent contractor.
(e) No current or former employee has, and the Target has no Liability for, any accrued and unpaid vacation, flexible time off, paid time off or other similar benefits.
(f) Except as listed on Section 3.21(f) of the Target's Disclosure Schedule, the Target is not a party to any agreement for the employment of any individual (other than pursuant to the Target's standard form of employment offer letter and related standard documentation for at-will employment, which are attached to Section 3.21(f) of the Target's Disclosure Schedule along with a list of all Persons who are subject to such letter and documentation), and all of the current employees of the Target are employees at-will and may be terminated by the Target at any time and for any or no reason without any Liability.
(g) Section 3.21(g) of the Target's Disclosure Schedule sets forth a list of all current employees of the Target and identifies whether each such employee is an "exempt" or "non-exempt" employee, as such terms are used in the labor Laws of the State of California. The Target has correctly identified each such employee as "exempt" or "non-exempt" according to the labor laws of the State of California. To the Target's Knowledge, none of the employees of the Target intend to voluntarily cease their employment with the WARN Act, and it has no plans Target prior to undertake any action that would trigger the WARN ActClosing Date or with the Surviving Corporation following the Closing.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains sets forth a list of all persons who are employeesemployees (“Employees”), independent contractors contractors, or consultants consultants, including without limitation faculty and adjunct faculty members, of the Target Company (each, together with the Employees, collectively, “Personnel”) as of the date hereof, including any employee Personnel who is are on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus bonus, or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof, including without limitation paid time off and severance benefits. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereofhereof and the Closing Date, all compensation, including wages, commissions commissions, and bonuses, payable to all employees, independent contractors or consultants Personnel of the Target Company for services performed on or prior to the date hereof have has been paid in full (or accrued in full on the audited balance sheet contained in the Estimated Closing Working Capital Statement) and there are no outstanding agreements, understandings understandings, or commitments of the Target Company with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five 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 five three (3) years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of To the Disclosure SchedulesCompany’s Knowledge, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices to the extent they relate to employees or any other Personnel of the Business, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company pending, pending or to the Target 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 intern, or independent contractor of the Target 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 Target Company has complied with the WARN Act, and it has no plans to undertake any action on or before the Closing Date that would trigger the WARN Act.
(e) With respect to each Government Contract, the Company is and has 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. The Company maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. The Company is not, and has not been for the past three (3) years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 and VEVRAA. The Company has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employeesemployees of the Target Companies, or are independent contractors or consultants of providing personal services to the Target Company Companies, as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; date (except that if the Company does not have the exact hire date of any employee, the hire date is marked as “estimated” based on the best information currently available), (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each office at which such individual is located; and (vii) the Target Company with which such individual is employed or serves as of the date hereofan independent contractor or consultant. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of any of the Target Company Companies for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and and, except as set forth on Section 3.21(a) of the Disclosure Schedules, there are no outstanding agreements, understandings or commitments of any of the Target Company Companies with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) Each of the Disclosure Schedules, the Target Company Companies is not, and has not been for in the past five years, four years been a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is notand, and to Sellers’s Knowledge, has not been for in the past five years, four years been any Union representing or purporting to represent any employee of any of the Target CompanyCompanies, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought in the past four years to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been in the past four years any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting any of the Target Company Companies or any of its their respective employees. The None of the Target Company Companies has no any duty to bargain with any Union.
(c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed Except as set forth on Section 3.20(b3.21(c) of the Disclosure Schedules Schedules, each of the Target Companies is and has in the past four years been in compliance in all material respects with all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by any of the Target Company Companies as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of each of the Target Company Companies classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against any the Target Company Companies pending, or to the Target CompanySeller’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 such Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-employment related matter arising under applicable Laws.
(d) The To the extent there has been a “plant closing” or “mass layoff” (as that term is defined under the WARN Act), each of the Target Company Companies in the past four years has complied with the WARN Act, and it has no plans to undertake any action before the Closing Date that would trigger employee notice obligations under the WARN Act.
Appears in 1 contract
Employment Matters. (a) No Seller is a party to any collective bargaining agreement with respect to the Everest Plus Business and, to the Knowledge of the Sellers, there are no labor unions or other organizations that have filed a petition with the National Labor Relations Board or any other Governmental Entity seeking certification as the collective bargaining representative of any Business Employee. Since the Compliance Date, there has not been any, there is not presently pending or existing any, and there is not, to the Knowledge of the Sellers, any threatened, (i) strike, lockout, slowdown, picketing, or work stoppage or other concerted employee activity with respect to the Business Employees or (ii) except as set forth in Section 3.20(a2.14(a) of the Seller Disclosure Schedules contains a list of all persons who are employeesSchedule, independent contractors unfair labor practice charge against any Seller by any Business Employee or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereoflabor organization. Except as set forth in Section 3.20(a2.14(a) of the Seller Disclosure SchedulesSchedule, since the Compliance Date, to the Knowledge of the Sellers, no labor unions or other organizations have represented, purported to represent or attempted to organize or represent any Business Employees.
(b) Section 2.14(b) of the Seller Disclosure Schedule lists, as of the date hereofAgreement Date, all compensationBusiness Employees, including wagesand for each such employee: (i) job position; (ii) job location; (iii) the level of base compensation or regular base wage rate, commissions as applicable; (iv) date of hire; (v) full-time or part-time status; and bonuses, payable to all employees, independent contractors (vi) Fair Labor Standards Act status (exempt or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonusesnon-exempt).
(bc) Since the Compliance Date, the Sellers have correctly classified Business Employees and former employees as exempt employees or nonexempt employees under the Fair Labor Standards Act and other Laws, except for any instances of misclassification that would not reasonably be expected, individually or in the aggregate, to be material. All Business Employees are legally permitted to be employed by the Sellers in the jurisdiction in which such Business Employee is employed in their current job capacities. Since the Compliance Date, all independent contractors providing services to the Everest Plus Business have been properly classified as independent contractors for purposes of federal and applicable state Tax Laws, Laws applicable to employee benefits and other Laws, except for any instances of misclassification that would not reasonably be expected, individually or in the aggregate, to be material.
(d) Except as set forth in Section 3.20(b2.14(d) of the Seller Disclosure SchedulesSchedule, the Target Company is notSellers are in compliance in all material respects with all Laws and arbitration awards relating to employment, and employment practices of Business Employees, including but not limited to Laws and awards addressing equal opportunity, civil rights, non-discrimination, non-retaliation, whistleblowing, workers’ compensation, immigration, wages, employee exemption status, hours, overtime, benefits, collective bargaining, the payment of social security and similar taxes, income tax withholding, occupational safety and health, and/or privacy rights, and have been in compliance since the Compliance Date.
(e) Since July 1, 2013, with respect to the Everest Plus Business, no Seller has not been for effectuated (i) a “plant closing” as defined in the past five yearsWorker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101 et seq. (the “WARN Act”) (or any similar state, local or foreign law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of a party toSeller, bound by(ii) a “mass layoff” as defined in the WARN Act (or any similar state, local or foreign law) affecting any site of employment or facility of the Everest Plus Business, or negotiating any collective bargaining agreement (iii) a “Relocation” or other Contract with a union, works council or labor organization “Termination” within the meaning of California Labor Code § 1400 et seq.
(collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. f) Except as set forth in Section 3.20(b2.14(f) of the Seller Disclosure SchedulesSchedule, there has never been, nor has there been all of the Business Employees are employed on an “at will” basis and are not employed for any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Unionfixed term.
(cg) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c)2.14(g) of the Seller Disclosure Schedule, there are no Actions against Business Employee has been involuntarily terminated within 90 days preceding the Target Company pendingAgreement Date, and the Sellers shall not involuntarily terminate any Business Employee with a title of Regional Vice President or above (including campus Presidents) for Business Employees in the field, or Vice President or above for Business Employees in the campus support group, prior to the Target Company’s KnowledgeClosing Date except with prior written notice to and the approval of Purchaser, threatened to which approval shall not 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 Target 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 Lawsunreasonably withheld.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Employment Matters. (a) Section 3.20(aNeither Swiftcall E&S nor any Employee Benefit Plan (as such term is defined in ERISA) of maintained by Swiftcall E&S to which Swiftcall E&S has or has had the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence obligation to contribute in respect of any natureSwiftcall E&S employees is in violation of any provisions of Law; no reportable event, paid within the meaning of ERISA, ss. 4043(c)(1), (2), (3), (5), (6), (7) or unpaid(10), authorized or unauthorized, has occurred and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company is continuing with respect to any compensationsuch Employee Benefit Plan and no prohibited transaction, commissions within the meaning of Title I of ERISA, has occurred with respect to any such Employee Benefit Plan. No Employee Benefit Plan maintained by Swiftcall E&S is a Multiemployer Plan (as such term is defined in ERISA), is subject to Title IV of ERISA or bonusesprovides post-retirement medical, life insurance or other benefits except to the extent required to comply with the health care continuation coverage requirements of ERISA and the Code.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company is not, and has not been for the past five years, a party to, bound by, or negotiating any There are no collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), agreements applicable to any Swiftcall E&S employees and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company Swiftcall E&S has no duty to bargain with any Unionlabor organization with respect to any such persons. There is not pending any demand for recognition or any other request or demand from a labor organization for representative status with respect to any persons employed by Swiftcall E&S. There are no strikes, work stoppages, grievance proceedings, union organization efforts or other material controversies pending, or, to the knowledge of Swiftcall E&S, threatened and (i) any current or former employees of Swiftcall E&S or (ii) any union or other collective bargaining unit representing such employees.
(c) The Target Company Schedule 3.17(c) contains a true and complete list of names, positions and rates of compensation of all directors, officers and employees of Swiftcall E&S or who is expected to be an employee as of the Closing Date showing each such person's name, position, and has annual remuneration, bonuses (except bonuses which have not been determined for the current fiscal year) and fringe benefits for the current fiscal year and the most recently completed fiscal year (which will also be in effect as of the Closing Date). With respect to any persons employed by Swiftcall E&S, to the knowledge of Swiftcall E&S, Swiftcall E&S is in compliance with the terms all Laws respecting employment conditions and practices, has withheld all amounts required by any applicable Laws to be withheld from wages or any Taxes or penalties for failure to comply with any of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or to the Target 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 Target 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 Lawsforegoing.
(d) The Target Company With respect to any persons employed by Swiftcall E&S, (i) Swiftcall E&S has complied with not engaged in any unfair labor practice within the WARN Actmeaning of the National Labor Relations Act or has violated any legal requirement prohibiting discrimination on the basis of race, color, national origin, sex, religion, age, marital status, or handicap in its employment conditions or practices; and it has (ii) there are no plans pending or, to undertake the knowledge of Swiftcall E&S, threatened unfair labor practice charges or discrimination complaints relating to race, color, national origin, sex, religion, age, marital status, or handicap against Swiftcall E&S before any action that would trigger Government Entity nor, to the WARN Actknowledge of Swiftcall E&S, does any basis therefor exist.
Appears in 1 contract
Samples: Merger Agreement (Eglobe Inc)
Employment Matters. (a) Section 3.20(a3.1.11(a) of the Company Disclosure Schedules Schedule contains a list of all persons who are employees, independent contractors or consultants employees of the any Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; and (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as As of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the any Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the any Target Company with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the No Target Company is notis, and nor has not been for the past five 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 five three (3) years, any Union representing or purporting to represent any employee of the a Target Company, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the a Target Company or any of its their employees. The No Target Company has no a duty to bargain with any Union.
(c) The Each Target Company (i) is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to respecting employment and employment practices, including all terms and conditions of employment, health and safety and wages and hours, and other Laws relating to discrimination, disability, labor relations, equal employment opportunitieshours of work, fair employment practicespayment of wages and overtime wages, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefitspay equity, immigration, wages, hours, overtime workers compensation, child labor, hiring, promotion and termination of employees, working conditions, meal employee scheduling, occupational safety and break periodshealth, privacyfamily and medical leave, health and safetyemployee terminations, workers’ compensationand has not received written or, leaves to the Knowledge of absence Company, oral notice that there is any pending Proceeding involving unfair labor practices against a Target Company, (ii) is not liable for any material past due arrears of wages or any material penalty for failure to comply with any of the foregoing, and (iii) is not liable for any material payment to any Governmental Entity with respect to unemployment insurance. All individuals characterized and treated by the Target Company as compensation benefits, social security or other benefits or obligations for employees, independent contractors or consultants (other than routine payments to be made in the ordinary course of business and consistent with past practice). There are properly treated as no Proceedings pending or, to the Knowledge of Company, threatened against a Target Company 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, or any Governmental Entity, relating to any such Law or regulation, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.
(d) Section 3.1.11(d) of the Company Disclosure Schedule contains a list of all independent contractors under all applicable Laws. All employees (including consultants) currently engaged by any Target Company, along with the position, the entity engaging such Person, date of the Target Company classified as exempt under the Fair Labor Standards Act retention, date of expiration and state rate of remuneration, most recent increase (or decrease) in remuneration and local wage and hour laws are properly classifiedamount thereof, for each such Person. Except as set forth in on Section 3.20(c)3.1.11(d) of the Company Disclosure Schedule, there all of such independent contractors are no Actions against the Target Company pending, or a party to the a written Contract with a Target Company’s Knowledge. Except as set forth on Section 3.1.11(d) of the Company Disclosure Schedule, 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 each such independent contractor has entered into customary covenants regarding confidentiality, non-solicitation and assignment of the inventions and copyrights in such Person’s agreement with a Target Company, including, without limitation, any claim relating a copy of which has been provided to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-related matter arising under applicable LawsBuyer by Company.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Renovaro Biosciences Inc.)
Employment Matters. (ai) Section 3.20(a) of UEP has made available to Invisa and the Disclosure Schedules contains Company a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, UEP and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereofindividual. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all All compensation, including wages, commissions and bonuses, bonuses payable to all employees, independent contractors or consultants of the Target Company UEP for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company UEP with respect to any compensation, commissions or bonuses.
(bii) Except as set forth in Section 3.20(bon Schedule 3.2(s)(ii), (i) of the Disclosure Schedules, the Target Company UEP is not, and has not ever been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “”Union”), and there is not, and has not ever been for the past five years, any Union representing or purporting to represent any employee of the Target CompanyUEP, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b; (ii) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company UEP or any employees of its employees. The Target Company UEP; and (iii) UEP has no duty to bargain with any Union.
(ciii) The Target Company UEP is and has been in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(bSchedule 3.2(s)(iii) of the Disclosure Schedules and all applicable Applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ ' compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or to the Target 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 Target 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 Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Samples: Contribution Agreement (Invisa Inc)
Employment Matters. (a) Section 3.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a4.18(a) of the TMG Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company TMG Group for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company TMG Group with respect to any compensation, commissions commissions, bonuses or bonusesfees, other than any payments to be made thereto in the ordinary course of business (e.g., payroll).
(b) Except as set forth in Section 3.20(b4.18(b) of the TMG Disclosure Schedules, the Target Company each TMG Group member is not, and has not been for the past five yearsnever been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsnever been, any Union representing or purporting to represent any employee of the Target CompanyTMG Group, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company TMG Group or any of its respective employees. The Target Company TMG Group has no duty to bargain with any Union.
. - 30 - (c) The Target Company Except as set forth in Section 4.18(c) of the TMG Disclosure Schedules, TMG Group is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, independent contractor classification, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ ' compensation, leaves of absence absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company TMG Group as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company TMG Group classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth TMG Group is in Section 3.20(c)compliance with and has complied with all immigration laws, there including From I-9 requirements and any applicable mandatory E-Verify obligations. There are no Actions against the Target Company pendingTMG Group pending or, or to the Target Company’s KnowledgeKnowledge of Buyer or TMG, 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 Target CompanyTMG Group, including, without limitation, any charge, investigation or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Samples: Goodwill Purchase Agreement
Employment Matters. (a) Section 3.20(a4.19(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereof, all All compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Estimated Net Working Capital StatementCapital) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target The Company is not, and has not been for the past five yearsnever been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsnever been, any Union representing or purporting to represent any employee of the Target Company as an employee of the Company, and, to the Target Company’s Sellers’ Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in material compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company pending, or to the Target Company’s 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 applicant, employee, consultant, volunteer, intern consultant or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
(e) With respect to each Government Contract, the Company is and has 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. The Company maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. The Company is not, and has not been for the past five (5) years, the subject of any audit, investigation or enforcement action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 and VEVRAA. The Company has not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor. The Company is in compliance with and has complied with all immigration laws, including any applicable mandatory E-Verify obligations.
Appears in 1 contract
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a sets forth the list of all persons who are employeesEmployees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the followingwhich indicates: (i) namethe titles of all Employees together with the location of their employment; (ii) title or position (including whether full or part time)the date each Employee was hired; (iii) hire datewhich Employees are subject to a written employment agreement with the Corporations; (iv) current the annual base wage of each Employee at the date of such list, any bonuses paid to each Employee since the end of the Corporations’ last completed financial year and before the date of such list and all other bonuses, incentive schemes, benefits, commissions and other compensation rateto which each Employee is entitled; (v) commission, bonus or other incentive-based compensationthe vacation days to which each Employee is entitled on the date of such list; and (vi) a description the Employees that are not actively working on the date of this Agreement due to leave of absence, illness, injury, accident or other disabling condition.
(b) Section 3.21(b) of the fringe benefits provided to each such individual as Disclosure Schedules lists: (i) all Contracts with any Employee; and (ii) all Contracts that provide for severance, termination or similar payments or entitlements, including on a change of control of the date hereof. Corporations.
(c) Correct and complete copies of all the Contracts set out in Section 3.21(b) of the Disclosure Schedules have been made available to Purchaser and templates of the Contracts that describe all of the terms of the Contracts relating to the list of Employees set out in Section 3.21(a) of the Disclosure Schedules have been made available to Purchaser.
(d) Except as set forth out in Section 3.20(a3.21(d) of the Disclosure Schedules, as all Employees are subject to a written employment contract with the Corporations. No Employees are subject to an oral employment contract with the Corporations, and no Employees have any oral entitlements in addition to their entitlements under their written employment contracts with the Corporations.
(e) The Corporations are not currently, and has not been, a party to any Collective Agreement. No trade union, council of the date hereoftrade unions, all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors employee bargaining agency or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company affiliated bargaining agent holds bargaining rights with respect to any compensationof the Employees including by way of certification, commissions interim certification, voluntary recognition, related employer or bonusessuccessor employer rights, or, to the Vendors’ Knowledge, has applied or threatened to apply to be certified as the bargaining agent of any of the Employees.
(bf) Except Section 3.21(f) of the Disclosure Schedules lists: (i) all Persons who are currently performing services for the Corporations as set forth Independent Contractors under a Contract; and (ii) the current rate of compensation and total fees paid during the 12-month period ending on September 30, 2018 to each such Person. Substantially all of the Independent Contractors provide services to the Corporations under standard form agreements, and a copy of each standard form agreement has been made available to Purchaser.
(g) In the five years before the date of this Agreement, no notice in writing has been received by the Corporations of any complaint filed by any of its Employees or former employees against the Corporations or any current or former director, supervisor, officer or other employee thereof or, to Vendors’ Knowledge, is threatened or pending, claiming or alleging that the Corporations have violated any Laws applicable to the employee, labour relations or human rights or of any complaints or Actions of any kind involving the Corporations or any of the Employees before any Governmental Authority, including a labour relations board, tribunal or commission.
(h) There has been no increase in compensation from the base salary payable to the Employees between the Balance Sheet Date and the date of this Agreement.
(i) There is no notice of assessment, provisional assessment, reassessment, supplementary assessment, penalty assessment or increased assessment which the Corporations have received before the date of this Agreement during the past five years from any workplace safety and insurance or workers compensation board or similar Governmental Authority in any jurisdiction where the Business is carried on that remain unpaid.
(j) All inspection reports received by the Corporations in the past five years under the Occupational Health and Safety Acts have been made available to Purchaser. There are no pending charges made under any Occupational Health and Safety Acts relating to the Corporations or the Business and there have been no fatal or critical accidents within the last five years that might reasonably be expected to lead to charges involving the Corporations under the Occupational Health and Safety Acts. The Corporations have complied with all Governmental Orders issued under the Occupational Health and Safety Acts in all material respects.
(k) Each Independent Contractor, including the Independent Contractors who are listed in Section 3.20(b3.21(f) of the Disclosure Schedules, has been properly classified as an independent contractor and the Target Company Corporations have not received any notice in writing or any oral notice from any Governmental Authority disputing such classification.
(l) Each individual who has provided or is notproviding services to the Corporations and has been classified as an exempt employee, temporary employee, leased employee or seasonal employee, as applicable, has been properly classified as such under all Laws, including Laws relating to wage and hour and Taxes, and pursuant to any Benefit Plan. The Corporations have no liability or obligation under any Laws or Benefit Plan arising out of improperly classifying any such Person as an exempt employee, temporary employee, leased employee or seasonal employee, as applicable, and no such Person is entitled to any compensation or benefits that he or she has not been for the past five years, a party to, bound by, afforded under any Laws or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”)Benefit Plan due to misclassification. The Corporations are not currently delinquent in payment of, and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee none of the Target CompanyCorporations has failed to pay, and, to the Target Company’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with employees or independent contractors any Union.
(c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hourssalaries, overtime compensationfees, child laborcommissions, hiringpaid time off, 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or to the Target 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 Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliationon-call payments, equal pay, wage or collective bargaining payments, bonuses, benefits, profit sharing, stock/equity options or other compensation, including required withholdings and hours social security contributions, as applicable, for services performed by such individual for a Corporation to which such Person would be entitled under Laws or agreement.
(m) All employees who perform services in the United States for the Corporations are either United States citizens or are legally authorized to work in the United States under the Immigration Reform and Control Act of 1986, as amended, and any Laws relating to the employment of non-United States citizens. 180 LLC has on file a valid and complete Form I-9 for all individuals hired for employment in the United States and all former individuals hired for employment in the United States whose employment was terminated since January 1, 2014. The Corporations have not been subject to any enforcement proceeding by the United States Department of Homeland Security, including the United States Immigration and Customs Enforcement or any predecessor thereto, or any other employmentimmigration-related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Actenforcement proceeding, and it has no plans the Corporations have not received notice, written or oral, in the past four (4) years, of any potential or actual violation of Law relating to undertake any action that would trigger the WARN Actimmigration or Form I-9.
Appears in 1 contract
Samples: Share Purchase Agreement
Employment Matters. (a) Section 3.20(a3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full full-time or part part-time); (iii) hire or retention date; (iv) current annual base compensation raterate or contract fee; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a3.21(a) of the Disclosure Schedules, as of the date hereof, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions commissions, bonuses or bonusesfees.
(b) Except as set forth in Section 3.20(b3.21(b) of the Disclosure Schedules, the Target Company is not, and has not been for the past five years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five years, any Union representing or purporting to represent any employee of the Target Company, and, to the Target CompanySeller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except To Seller’s Knowledge, except as set forth in Section 3.20(b3.21(b) of the Disclosure Schedules, since January 1, 2016 there has never not been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts Contracts, if any, listed on Section 3.20(b3.21(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practicespractices of the Company, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classifiedclassified in all material respects. The Company is in material compliance with and, since January 1, 2016, has materially complied with, all immigration laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. Except as set forth in Section 3.20(c)3.21(c) of the Disclosure Schedules, there are no Actions against the Target Company pending, or to the Target CompanySeller’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 Target Company, including, without limitation, any charge, investigation, or claim relating to unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, equal payreasonable accommodation, wage disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and hours termination of employees, working conditions, meal and break periods, privacy, health and safety, workers compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the WARN Act, and it has no plans to undertake any action that would trigger the WARN Act.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Enservco Corp)
Employment Matters. (a) Section 3.20(aWithin two (2) pay periods of the Disclosure Schedules contains a list of Seller following July 1, 2018, all persons who are employeescompensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees (other than Key Employees), independent contractors or consultants of the Target Company as Business for services performed on or prior to the Closing Date shall have been paid in full by Seller and there shall then be no outstanding agreements, understandings or commitments of the date hereofSeller with respect to any compensation, including any employee who is on a leave of absence of any naturecommissions, paid bonuses or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided fees. With respect to each such individual as of the date hereof. Except as set forth in Section 3.20(a) of the Disclosure Schedules, as of the date hereofKey Employees, all compensation, including wages, commissions commissions, bonuses, fees and bonusesother compensation, payable to all employees, independent contractors or consultants of the Target Company each such Key Employee for services performed on or prior to the date hereof of his or her termination, resignation or other separation from the Seller shall have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) by Seller and there are shall then be no outstanding agreements, understandings or commitments of the Target Company Seller with respect to any compensation, commissions commissions, bonuses or bonusesfees payable to such Key Employee, in each case within two (2) pay periods of such termination, resignation or other separation from Seller.
(b) Except as set forth in Section 3.20(b) of the Disclosure Schedules, the Target Company Seller is not, and has not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of the Target CompanyBusiness, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company Business or any employees of its employeesthe Business. The Target Company Seller has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there are no Actions against the Target Company pending, or to the Target 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 Target 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 Target Company Seller has complied with the WARN Act, and it has no plans to undertake any action on or before the Closing Date that would trigger the WARN Act.
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Employment Matters. (a) Section 3.20(a5.20(a) of the Disclosure Schedules Schedule contains a list of all persons who are employees, independent contractors or consultants of the Target Company as of the date hereofhereof (other than subcontractors or consultants engaged in the Ordinary Course of Business), including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. Except as set forth in Section 3.20(a5.20(a) of the Disclosure SchedulesSchedule, as of the date hereof, all compensation, including wages, commissions and bonuses, payable and due to all employees, independent contractors or consultants of the Target Company for services performed on or prior to the date hereof have been paid in full (or accrued in full on the audited balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings or commitments of the Target Company with respect to any compensation, commissions or bonuses.
(b) Except as set forth in Section 3.20(b5.20(b) of the Disclosure SchedulesSchedule, the Target Company is not, and nor has not been for the past five yearsit been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past five yearsbeen, any Union representing or purporting to represent any employee of the Target Company, and, to the Target Company’s Knowledge, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Except as set forth in Section 3.20(b) of the Disclosure Schedules, there There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Target Company or any of its employees. The Target Company has no duty to bargain with any Union.
(c) The Target Company is and has been in compliance in all material respects with the terms of the collective bargaining agreements and other Contracts listed on Section 3.20(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, equal 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 absence, unemployment insurance, and data privacy and security. All individuals characterized and treated by the Target Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Target Company classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Except as set forth in Section 3.20(c), there There are no Actions against the Target Company pending, or to the Target Company’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator or arbitration association in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of the Target Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment-employment related matter arising under applicable Laws.
(d) The Target Company has complied with the federal Worker Adjustment and Retraining Notification Act of 1988, and similar state, local and foreign laws related to plant closings, relocations, mass layoffs and employment losses (the “WARN Act, ”) and it has no plans to undertake any action in the future that would trigger the WARN Act. To the extent that the WARN Act does apply, the Company shall provide the notices required by the WARN Act.
(e) To the Knowledge of the Company, no Key Employee intends to terminate his or her employment.
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