Employment Matters. (a) Other than services by employees of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the Company. (b) Neither the Company nor any other Person is a party to any employment agreement with any Employee in respect of employment with the Company. (c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened. (d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees. (e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect. (f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence. (g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Allegheny Energy Supply Co LLC), Purchase Agreement (Allegheny Energy Inc)
Employment Matters. 3.9.1 Neither Seller nor any Employee Benefit Plan or, any Multiemployer Plan (aas those terms are defined in ERISA) Other than services maintained by employees of the Seller or its Affiliates provided under to which Seller has or has had the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed obligation to provide services contribute in respect of any of Seller's employees that render services in connection with the Company System is in violation of the provisions of ERISA; no reportable event, within the meaning of Title IV of ERISA, has occurred and is continuing with respect to any such Employee Benefit Plan or any such Multiemployer Plan; and no prohibited transaction, within the meaning of Title I of ERISA, has occurred with respect to any such Employee Benefit Plan or, any such Multiemployer Plan.
3.9.2 There are no collective bargaining agreements applicable to any Persons employed by the Company.
(b) Neither the Company nor any other Person is a party to any employment agreement with any Employee Seller that render services in respect of employment connection with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001System, and Seller has no duty to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement bargain with any labor organization with respect to any such Persons. There is not pending any unfair labor charges against Seller, any demand for recognition or work rules any other request or practices agreed to with any demand from a labor organization or employee association applicable for representative status with respect to any Persons employed by Seller that render services in connection with the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the EmployeesSystem.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth 3.9.3 SCHEDULE 3.9 contains a true and complete list of (i) the names names, positions and current salaries dates of initial employment of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classificationSystem. Seller has delivered to Buyer a true and correct list setting forth the present rates of compensation, bonus or other direct or indirect compensation and (iii) employee benefits of all group insurance programs in effect for employees of the CompanySystem and any agreements, commitments or arrangements, whether written or oral, affecting such employees other than employee handbooks or other statements of employment policy. The Company is not in default with With respect to any of its obligations referred to Persons employed by Seller that render services in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment connection with the Company during System, Seller is in material compliance with all applicable Legal Requirements respecting employment conditions and practices, has withheld all amounts required by any applicable Legal Requirements or Contracts to be withheld from wages or salaries, and is not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the 12 months following the date of this Agreementforegoing.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Jones Cable Income Fund 1-C LTD), Asset Purchase Agreement (Jones Cable Income Fund 1-B LTD)
Employment Matters. (a) Other than services by employees of the Seller or its Affiliates provided under the agreements and arrangements For each Employee set forth on Section 4.19 Schedule 4.10 is such Employee's date of birth, date of hire, the years of service required under each applicable Plan for purposes of eligibility, vesting and accrual of benefits, and annual salary or hourly wage rate, as applicable, and accrued vacation. Seller or an Affiliate has paid in full to all Employees, or made appropriate accruals for on the books of account of Seller, all wages, commissions, bonuses and other direct compensation for all services performed by them. Seller or an Affiliate has withheld or collected from each payment made to each of the Seller’s Disclosure ScheduleEmployees the amount of all Taxes required to be withheld or collected therefrom, and Seller or an Affiliate has paid the only individuals who are employed same when due to provide services in respect of the Company are employed by the Companyapplicable Government agency.
(b) Neither the Company nor any other Person is a party Except as set forth on Schedule 4.10, (i) there are no pending or, to any employment agreement with Seller's Knowledge, threatened claims by any Employee or former Employee against Seller with respect to the Business other than for compensation and benefits due in respect the ordinary course of employment or workers' compensation claims arising in the Ordinary Course of Business of the Business, (ii) there are no pending or, to Seller's Knowledge, threatened claims against Seller with respect to the CompanyBusiness arising out of any applicable Law relating to employment practices or occupational or safety and health standards of the Business, (iii) there are no pending or, to Seller's Knowledge, threatened labor disputes, strikes or work stoppages against Seller affecting the Business, and (iv) to Seller's Knowledge, there are no union organizing activities in process involving any of the Employees with respect to the Business.
(c) There Schedule 4.10 lists all union and collective bargaining agency agreements to which Seller is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating a party and that relate to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatenedBusiness.
(d) The Company is not Schedule 4.10 identifies all Employees and since May 4former Employees and their dependents receiving health benefits, 2001or eligible to receive health benefits, as required by COBRA. To Seller's Knowledge, notice of the availability of healthcare continuation coverage for Employees, former Employees and their respective dependents and qualified beneficiaries, in accordance with the requirements of COBRA has been provided to all persons entitled thereto, and to the Knowledge of the Seller before that time, has not been a party to all persons electing such coverage are being (or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationshipsbeen, if any, among applicable) provided such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentencecoverage.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Park Ohio Holdings Corp), Asset Purchase Agreement (Amcast Industrial Corp)
Employment Matters. (ai) Other than services by employees as disclosed in Schedule “E”, Section (m)(i) of the Seller 4Front Disclosure Letter, neither 4Front nor its Subsidiaries has entered into any binding Contract providing for severance, termination or its Affiliates provided under other change in control-related payments to any director, officer or employee in connection with the agreements and arrangements set forth on Section 4.19 termination of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services their position or their employment as a direct result of a change in respect control of the Company are employed by the Company4Front.
(bii) Neither the Company 4Front nor any other Person its Subsidiaries (A) is a party to any employment agreement with collective bargaining agreement, or (B) is subject to any Employee in respect application for certification or, to the knowledge of employment with the Company4Front, actual or threatened union-organizing campaigns for employees not covered under a collective bargaining agreement.
(ciii) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances 4Front and its Subsidiaries are and have been in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law compliance in all material respects with all applicable Laws pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employeespractices, including such all Laws relating to labor relations, equal employment and 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 4Front or any of its Subsidiaries as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of 4Front 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. There are no Actions against 4Front or any of its Subsidiaries pending, or to the knowledge of 4Front, threatened to be brought or filed, by or with any Governmental Entity or arbitrator in connection with the employment of any current or former applicant, employee, consultant or independent contractor of 4Front 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.
(iv) Neither 4Front nor its Subsidiaries is subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or, to the knowledge of 4Front, threatened, or any litigation actual, or to the actual knowledge of 4Front, threatened, relating to employment or termination of employment of employees or independent contractors, except for any noncompliance that would not, such claims or litigation which individually or in the aggregate, aggregate would not have a 4Front Material Adverse Effect.
(fv) Section 4.13(f) To the knowledge of the Seller’s Disclosure Schedule sets forth 4Front, no labour strike, lock-out, slowdown or work stoppage is pending or threatened against or directly affecting 4Front, except as would not have a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence4Front Material Adverse Effect.
(gvi) No Employee Neither 4Front nor its Subsidiaries has notified implemented any plant closing, layoff of employees, or taken any other action that would result in a violation of, or require any action with respect to, the Company in writing that he plans WARN Act, and no such action shall be implemented prior to terminate employment with the Company during the 12 months following the date of this AgreementClosing Date.
Appears in 2 contracts
Samples: Business Combination Agreement (Cannex Capital Holdings Inc.), Business Combination Agreement (4Front Ventures Corp.)
Employment Matters. (a) Other than Section 3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, consultants, or contractors of each Seller as of the date hereof, including those on a leave of absence or who otherwise have an expectation of recall or reemployment, 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; (vi) a description of the fringe benefits provided to each such individual as of the date hereof; (vii) leave status; and (viii) exempt or non-exempt status under state and federal wage, hour, and overtime laws, including the Fair Labor Standards Act. All salary, wages, commissions and bonuses payable to Hired Employees, consultants, or contractors of any Seller for services performed on or prior to the Closing Date shall be paid in full by Sellers in accordance with Sellers’ payroll policies and applicable Law. As of the Closing Date, there will be no outstanding agreements, understandings, or commitments of any Seller with respect to any commissions, bonuses, or increases 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 its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the Companythird party.
(b) Neither the Company nor any other Person No Seller is a party to, or bound by, any collective bargaining or other Contract, agreement, or other understanding with a labor organization representing its Employees, and there are no labor organizations representing, purporting to any employment agreement with represent or, to Sellers’ Knowledge, attempting to represent or organize any Employee in of any Seller. There has never been, 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, or other similar labor activity or dispute affecting any Seller or any of its Employees. No Seller has committed any unfair labor practice and no grievance is pending or, to 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 employment with the Companyany Seller.
(c) There Each Seller is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances and has been in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law compliance in all material respects with OSHA and all other applicable Laws pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employeespractices, including such all Laws relating to labor relations, unfair labor practices, equal employment and opportunities, fair employment practices, except for employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, affirmative action, child labor, health and safety, workers’ compensation, leaves of absence, including military leaves and family and medical leaves, reinstatement, and unemployment insurance. There are no Actions against any noncompliance that would notSeller pending, individually or to Sellers’ Knowledge, overtly threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the aggregateemployment of any current or former employee, have a Material Adverse Effectconsultant, or independent contractor of any Seller, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, compensation, wages, hours, overtime pay, or any other employment related matter arising under applicable Laws.
(fd) Section 4.13(f) Each Seller is responsible for the payment of the Seller’s Disclosure Schedule sets forth a true any and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Companywages, benefits, and other amounts owing to each Employee for all periods up to and including the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentenceClosing Date.
(ge) No Employee has notified the Company Each Seller is and will remain in writing that he plans to terminate employment compliance with the Company during the 12 months following the date of WARN Act in connection with this Agreementtransaction.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Advance America, Cash Advance Centers, Inc.), Asset Purchase Agreement (CompuCredit Holdings Corp)
Employment Matters. (a) Other than services 3.12.1 None of Seller's employees are covered by employees of the Seller a collective bargaining agreement or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed represented by the Company.
(b) Neither the Company nor any other Person is a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001organization, and to the Knowledge no petition for representation concerning any of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union Seller's employees has been certified by filed with the National Labor Relations Board Board; Seller is not aware of any union organizational activity and has no reason to believe that any such activity is being contemplated. Seller has not engaged in any unfair labor practice.
3.12.2 Except as bargaining agent for set forth on Exhibit 3.12.2, Seller is not in violation of applicable equal employment opportunity wage and hour requirement or any other Laws of any Government or Governmental Agency relating to employment; there are no active, pending, or, threatened administrative or judicial proceedings under any Laws of any Government or Governmental Agency; there are no claims, charges, and employment related suits which have occurred within the last three years or are presently pending or, to the best of Seller's and Shareholders' knowledge, threatened under any employment related Laws of any Government or Governmental Agency; and Seller is not subject to any judgments, decrees, conciliation agreements and settlement agreements concerning employment related matters.
3.12.3 Seller has not entered into any employment agreements with any of the Employeesits employees, and all employees may be terminated at will; there is no notice has been received from any labor union stating that it has been designated as the bargaining agent for contractual obligation or special termination or severance arrangement in respect of any of the Employees, Seller's employees; and there is no petition has been filed by provision of any labor union requesting an election to determine whether agreement or not it is the exclusive bargaining agent for arrangement with any of Seller's employees, or any other legal or contractual requirement, which would obligate Seller to require Purchaser of the EmployeesAssets to employ any of Seller's employees.
3.12.4 Seller has paid, in accordance with its normal payroll practices and all applicable Laws, all wages, bonuses, commissions and other benefits and sums due (e) The Company has complied with and all provisions of Law pertaining to the employment of employeesrequired taxes, including such Laws relating to labor relationsinsurance, equal employment social security and fair employment practiceswithholding thereon), as they have accrued, except for such items, and accrued vacation, accrued sick leave, accrued benefits and accrued payments (and pro rata accruals for a portion of a year), accruing during the pay period immediately preceding the Closing.
3.12.5 Purchaser is under no obligation or duty, whether under any noncompliance that would notcontract, individually agreement, understanding or arrangement or under any applicable Law of any Government or Governmental Agency to assume or be responsible for any obligation, duty or liability, now existing or hereafter arising, relating to or in connection with Seller's employees or any compensation, benefits or benefit plans in respect of Seller's employees, or otherwise arising out of or in connection with the aggregatetransactions contemplated by this Agreement, have a Material Adverse Effect.
(f) Section 4.13(f) and Seller has made no commitment and is under no obligation to cause Purchaser of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the CompanyAssets to assume or to be responsible for any such obligation, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentenceduty or liability.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ameriking Inc), Asset Purchase Agreement (Ameriking Inc)
Employment Matters. (a) Other than services Schedule 4.20(a)(i) sets forth a true, complete and correct list of all personnel of Seller (including, wherever applicable, the title, department, location and hire or retention date) and the total compensation (including salary, bonuses and incentive compensation) received with respect to the immediately preceding fiscal year of Seller, current compensation and the number of years of continuous service of each such person and the value of vacation time accrued but not taken by employees each such individual as of May 31, 2012. None of the personnel of Seller or its Affiliates provided under the agreements is on a leave-of-absence. Schedule 4.20(a)(ii) sets forth a true, complete and arrangements set forth on Section 4.19 correct list of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect all former personnel of the Company are employed by the CompanySeller currently receiving benefits through COBRA.
(b) Neither the Company nor Except as set forth on Schedule 4.20(b), Seller does not have any other current engagement with any Person is as a party to consultant or independent contractor, and Seller does not have any employment written or oral agreement with any Employee in respect of employment with the Companysuch consultant or independent contractor.
(c) There Each personnel of Seller is retained or employed on an at-will basis, and Seller does not presently pending have any written or existing oral agreement with any strike, slowdown, picketing, work stoppage such personnel that would interfere with (i) Seller’s ability to discharge such personnel without payment of any severance or employee grievances in processany other cost or expense or adverse consequences, or (ii) if such personnel is contemplated to become Transferred Personnel, Buyer’s ability to hire such personnel, Seller has not promised or represented to any proceeding against of its personnel that any of such personnel will be employed or affecting engaged by or receive any particular benefits from Buyer or any of its Affiliates or related entities on or after the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatenedClosing Date.
(d) The Company There is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any no collective bargaining agreement or similar union contract binding on Seller which covers any personnel of Seller. Seller is under no obligation to negotiate any such agreement with respect to any such individuals, no labor organization or work rules group of personnel of Seller has made a pending demand for recognition or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001certification, and to the Knowledge of the Seller before that timethere are and have been no representation or certification proceedings or petitions seeking a representation proceeding, no labor union has been certified by with the National Labor Relations Board as bargaining agent for or any of other labor relations tribunal or authority, nor have any such demands, proceedings or petitions been brought or filed or threatened to be brought or filed within the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeespast three (3) years.
(e) The Company Seller has complied with all provisions of Law pertaining Laws relating to the employment of employeeslabor to the extent relating to the Business, including such Laws provisions thereof relating to labor relationswages, hours, equal opportunity, collective bargaining, workers’ compensation and the payment of social security and other Taxes and unlawful discrimination and harassment. There are, and during the past three (3) years there have been, no unfair labor practice charges or complaints, minimum wage or overtime or equal pay charges or complaints, occupational safety and health charges or complaints, wrongful discharge charges or complaints, employee grievances, discrimination claims or workers’ compensation claims pending against Seller, and, to Seller’s knowledge, none have been threatened. No notice has been received by Seller within the past three (3) years of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation of Seller, and, to Seller’s knowledge, no such investigation is in progress. Except as set forth on Schedule 4.20(e), Seller has not incurred any liability, and fair employment practices, except for any noncompliance no facts exist that would notbe likely to give rise to any liability, individually or in connection with the aggregate, have a Material Adverse Effectclassification by Seller of any individual as an independent contractor.
(f) Section 4.13(f) There are no outstanding orders or charges against Seller under any occupational health or safety legislation and, to Seller’s knowledge, none have been threatened. All material levies, assessments and penalties made against Seller related to the Business pursuant to all applicable workers compensation legislation as of the date hereof have been paid by Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among Seller has not been reassessed under any such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentencelegislation.
(g) No Employee Each individual employed by Seller in the United States has notified presented legal proof of his or her identity and authorization to work in the Company in writing that he plans to terminate United States for Seller and is either (i) a U.S. citizen or lawful permanent resident or (ii) a nonimmigrant possessing a current, valid authorization issued by U.S. Citizenship and Immigration Services permitting employment with the Company during the 12 months following the date of this Agreementby Seller.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Huron Consulting Group Inc.)
Employment Matters. (a) Other than services by employees of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the Company.
(b) Neither the Company nor any other Person is not a party to or bound by any employment collective bargaining agreement with covering, and there are no labor unions, works councils or other organizations representing, any Employee in respect Employee. There has been no labor union organizing campaigns, petitions or other union organizing activities seeking recognition of employment with the Company.
(c) There is not presently pending or existing a collective bargaining unit relating to any Employee. No strike, slowdown, picketing, work stoppage or employee concerted refusal to work overtime has occurred or has been threatened in writing between Seller or any of its Affiliates, on the one hand, and any Employee, on the other hand, except for such disputes with individual employees arising in the ordinary course of business.
(b) With respect to the Business, Seller and its Affiliates are and since February 28, 2015 have been in compliance in all material respects with all applicable Laws pertaining to the employment of its Employees, including all such Laws relating to employment and employment practices, terms and conditions of employment, compensation, benefits, collective bargaining, wages and hours, the classification of personnel (including employees versus independent contractors and employees as exempt versus non-exempt) for all purposes, harassment, discrimination, health and safety, immigration, workers’ compensation and unemployment compensation.
(c) With respect to the Business, there have not been any material controversies, grievances in processor Proceedings initiated, negotiated or litigated with Seller or any of its Affiliates by any of the Employees, former employees or beneficiaries of employees (current or former) with respect to their employment or benefits incident thereto, or by any proceeding against Governmental Authority, including harassment and discrimination claims, wage and hour claims, and claims arising under workers’ compensation Laws, which are currently pending or affecting the Company relating have been resolved since February 28, 2015, which would reasonably be expected to the alleged violation of result in, or have resulted in, any Law pertaining to labor relations or employment mattersmaterial Liability, and, to the Seller’s Knowledge, none of the foregoing is threatenedno such material controversy, grievance or Proceeding has been threatened that would reasonably be expected to result in any material Liability.
(d) The Company is Neither Seller nor its Affiliates have implemented any plant closing or layoff of employees that has triggered the application of, or that was not in compliance with, the Worker Adjustment and since May 4Retraining Notification Act, 2001or any similar foreign, and state, provincial or local Laws with respect to the Knowledge employees of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the EmployeesBusiness.
(e) The Company Seller has complied with all provisions of Law pertaining made available a list (which may be anonymized to the employment extent necessary to comply with applicable data privacy laws) setting forth, for each Employee as of employeesMay 2, including 2018, such Laws relating to labor relationsemployee’s name or employee identification number, equal employment and fair employment practicestitle, except for any noncompliance that would notjob location, individually employer, hire date, full- or in part-time status, active or on leave status (and, if on leave, the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) nature of the Seller’s Disclosure Schedule sets forth a true leave and complete list of the expected return date), exempt or non-exempt status under the Fair Labor Standards Act (i) the names if applicable), annual salary or wage rate, most recent annual bonus received and current salaries of all directors and elected and appointed officers annual bonus opportunity for each Employee. Fifteen days prior to the Closing Date, Seller will provide Buyer with a revised version of the Companyforegoing list, and the family relationships, if any, among updated as of such individuals, date (ii) the wage rates for non-salaried and non-executive salaried employees or as of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentencesuch nearest earlier date as may be reasonably practicable).
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 2 contracts
Samples: Transaction Agreement, Transaction Agreement (Starbucks Corp)
Employment Matters. (a) Other than services by employees Seller is not a party to, bound by, any collective bargaining or other agreement with a labor organization representing any of the its employees. Since January 1, 2013, there has not 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 activity or dispute affecting Seller or any of its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the Companyemployees.
(b) Neither The Employee Matters Disclosure Schedule sets forth a complete list of each employee and independent contractor of Seller which indicates for each individual: (i) their position or title; (ii) the Company nor location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-time, part-time or temporary; (vi) their hourly wage or annual salary; (vii) their entitlement to bonuses, incentive schemes, benefits, commissions and other compensation; (viii) the Benefit Plans in which the individual participates; (ix) their annual vacation entitlement, and accrued and unused vacation entitlement; (x) their annual paid time off entitlement, and accrued and unused paid time off entitlement; (xi) an indication of any other Person individual who is a on leave of absence together with the reason for the leave, their last date of active service and their expected date of return to work; and (xii) an indication of any individual who is party to any a written employment or independent contractor agreement with any Employee in respect of employment with the CompanySeller.
(c) There is not presently pending or existing any strikeSeller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating as well as all material handbooks and policies that apply to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatenedemployees.
(d) The Company Except as set forth in the Employee Matters Disclosure Schedule, there is no employment contract between Seller and any of its employees that is not and since May 4terminable on the giving of reasonable notice in accordance with applicable Law, 2001nor are there any employment or other contracts providing for payments or other entitlements, and to contingent or otherwise, on or in connection with the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the EmployeesClosing.
(e) The Company has complied None of Seller’s employees are subject to any restrictions, including any non-competition agreement, which would prevent such employee from entering into an employment relationship with all provisions of Law pertaining Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse EffectClosing Date.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true All individuals characterized and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company treated by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to Seller as independent contractors are listed in the preceding sentenceEmployee Matters Disclosure Schedule. Each independent contractor has been properly classified as an independent contractor and Seller has not received any notice from any Governmental Authority disputing such classification.
(g) All amounts due and owing or accrued, but not yet owing, for all employee or independent contractor compensation, including salary, wages, overtime, bonuses, commissions, vacation pay, sick days, other compensation payments, pension benefits or benefits under the Benefit Plans, have been paid in full or, if accrued, are reflected in full in the Books and Records.
(h) There are no outstanding or unaccrued assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workers’ compensation Laws. No audit of Seller is currently being performed under any workers’ compensation Laws.
(i) All orders and inspection reports received by Seller in the past two (2) years under occupational health and safety Laws have been made available to Buyer. There are no outstanding orders issued under the occupational health and safety Laws relating to the Purchased Assets.
(j) Except as set forth in the Employee Matters Disclosure Schedule, to the Knowledge of Seller, it is and has notified been in compliance with all terms and conditions of employment and all Laws pertaining to employment, including employment standards, labour standards, wages, hours of work, overtime, human rights, pay equity, employment equity, pensions, occupational health and safety, immigration, workers’ compensation, income tax withholding, payroll taxes, the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this AgreementCanada Pension Plan remittances or any other employment-related matter arising under applicable Laws, and there are no outstanding claims, complaints, investigations or orders under any such Laws.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Smart Sand, Inc.), Asset Purchase Agreement (Smart Sand, Inc.)
Employment Matters. (a) Other than services by Schedule 5.08(a) provided confidentially to Buyer lists the employees of Parent or any of its Affiliates who have been performing services primarily for the Seller Business (the “Business Employees”), with their location, base salary or hourly wage rate and incentive compensation opportunities (including bonuses and/or commissions). Buyer may, in its sole discretion, elect to offer at-will employment to certain of the Business Employees (the “Designated Employees”) on or prior to the Closing Date on such Designated Employee’s existing terms and conditions (including location) of employment (subject to Section 5.08(b)). Parent and its Affiliates agree to cooperate with Buyer and use commercially reasonable best efforts to cause the Designated Employees to make available their employment services to Buyer. Parent and its Affiliates hereby consent to the hiring of such Designated Employees by Buyer and waive any claims or rights Parent or its Affiliates provided may have against Buyer or any such Designated Employees under any non-competition, confidentiality or employment agreement arising out of or relating to the agreements and arrangements set forth on Section 4.19 employment by Buyer of such Designated Employees with respect to the Seller’s Disclosure Schedule, the only individuals Business. Designated Employees who accept employment by Buyer are employed referred to provide services in respect of the Company are employed by the Companyherein as “Transferred Employees.”
(b) Neither For a period of not less than twelve (12) months after the Company nor any other Person Closing Date, Buyer shall provide, or shall cause to be provided, to each Transferred Employee, (i) a base salary or regular hourly wage, as applicable, that is a party not less than the base salary or regular hourly wage, as applicable, provided to any employment agreement with any such Transferred Employee as of immediately prior to the Closing Date, (ii) aggregate cash incentive opportunities (including bonuses and/or commissions) that are no less favorable than the aggregate cash incentive and/or commissions opportunities provided to such Transferred Employee immediately prior to the Closing Date, and (iii) employee and fringe benefits (including health, welfare, 401(k) and severance benefits, but excluding compensatory equity awards, change in respect control benefits, and retention benefits) that are substantially similar to those provided to similarly situated employees of employment with the CompanyBuyer or its Affiliates.
(c) There is not presently pending or existing any strikeEffective as of the Closing and thereafter, slowdown, picketing, work stoppage or employee grievances in processBuyer shall recognize, or shall cause to be recognized, each Transferred Employee’s employment or service with Sellers and their Affiliates (including any proceeding against current or affecting the Company relating former Affiliate of Sellers or any predecessor of Seller or an applicable Affiliate) prior to the alleged violation Closing for all purposes under employee benefit plans maintained by Buyer and its Affiliates, including for determining, as applicable, eligibility for participation, vesting and entitlement of the Transferred Employee under all employee benefit plans maintained by Buyer and its Affiliates, including vacation plans or arrangements, 401(k) or other retirement plans and any Law pertaining to labor relations severance or employment matterswelfare plans, and, except to the Seller’s Knowledgeextent such recognition would result in a duplication of benefits. In addition, none and without limiting the generality of the foregoing is threatenedforegoing, effective as of the Closing and thereafter, Buyer and its Affiliates shall cause any pre-existing conditions or limitations, eligibility waiting periods, actively at work requirements, evidence of insurability requirements or required physical examinations under any health or similar plan of Buyer or an Affiliate of Buyer to be waived with respect to Transferred Employees and their eligible dependents, except to the extent that any waiting period, exclusions or requirements still applied to such Transferred Employee under the comparable employee benefit plan in which such Transferred Employee participated immediately before the Closing.
(d) The Company is not and since May 4, 2001, and to provisions of this Section 5.08 are solely for the Knowledge benefit of the Seller before that timerespective parties to this Agreement and nothing in this Section 5.08, has not been a party express or implied, shall confer upon any employee, consultant, manager or other service provider (or any dependent, successor, legal representative or beneficiary thereof), any rights or remedies, including any right to continuance of employment or bound by any collective bargaining other service relationship with Buyer or similar agreement any of its Affiliates, or any right to compensation or benefits of any nature or kind whatsoever under this Agreement. Nothing in this Section 5.08, express or implied, shall be: (i) an amendment or deemed amendment of any plan providing benefits to any employee, or (ii) construed to interfere with any labor organization the right of Buyer or work rules its Affiliates to terminate the employment or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge other service relationship of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the EmployeesTransferred Employees at any time, no notice has been received from with or without cause, or restrict any labor union stating that it has been designated as such entity in the bargaining agent for exercise of their independent business judgment in modifying any of the terms and conditions of the employment or other service arrangement of the Transferred Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect deemed to obligate any of Buyer or its obligations referred Affiliates to in the preceding sentenceadopt, enter into or maintain any employee benefit plan or other compensatory plan, program or arrangement at any time.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Minerva Surgical Inc), Asset Purchase Agreement (Minerva Surgical Inc)
Employment Matters. (ai) Other than services by employees EMV and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of the Seller employment, employment and labour standards, wages and hours, immigration, privacy, workers compensation and occupational health and safety and has not received any notice (written or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 oral) of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect infraction of the Company are employed by the Companyany such applicable employment-related laws or of any claim or any investigation thereof.
(bii) Neither All EMV Employees are legally entitled to work for EMV or the Company nor any other Person is Subsidiary by which they are employed in the jurisdiction in which they work, and all foreign workers employed by EMV or a party Subsidiary of EMV have valid work permits permitting them to any employment agreement perform the work they are carrying out for EMV or such Subsidiary. EMV and each of its Subsidiaries has complied with all applicable immigration laws in connection with any EMV Employees who are not permanent residents or citizens in the jurisdiction in which they work, and there are no audits, orders, investigations, charges or claims pending or, to the knowledge of EMV, threatened or reasonably anticipated, against EMV or any of its Subsidiaries in connection with any immigration laws.
(iii) The EMV Disclosure Letter lists all the EMV Employees as of the date of this Agreement and the position (including whether the EMV Employee in respect is employed by EMV or one of its Subsidiaries and, if the latter, which Subsidiary), status (as full or part time), commencement date of employment with EMV or the Companyapplicable Subsidiary thereof, principal location of employment, base salary or hourly wage rate, work permit status (if any) and expiry date, and leave status of each EMV Employee (including reason for leave, last date of active service, and their expected date of return to work). Except as disclosed in the EMV Disclosure Letter, no EMV Employee is receiving benefits under workers’ compensation legislation, on disability leave, statutory leave under any applicable laws, or on temporary layoff.
(civ) There The EMV Disclosure Letter lists details of any person who is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, an EMV Employee and who provides services to EMV or any proceeding against of its Subsidiaries under an agreement that is not a contract of employment with EMV or affecting the Company relating to relevant Subsidiary (including where the alleged violation of any Law pertaining to labor relations individual acts as a consultant or employment matters, and, to is on secondment from another employer) and the Seller’s Knowledge, none particulars of the foregoing is threatenedterms on which the individual provides services, including the commencement date of each contract with EMV or its Subsidiary, the length of notice necessary to terminate each contract (or if a fixed term, the expiry date of the fixed term), the location in which they provide services.
(dv) The Company In respect of each EMV Employee, EMV and its Subsidiaries have:
(A) performed all obligations and duties they are required to perform (and settled all outstanding claims), whether or not legally binding; and
(B) maintained adequate, suitable and up-to-date records.
(vi) There are no sums owing to any current or former EMV Employee other than reimbursement of expenses, wages for the current payroll period and accrued vacation.
(vii) There are no loans to any current or former director of EMV or its Subsidiaries or EMV Employee (or to any nominees or associates of such directors or EMV Employees) made or arranged by EMV, any of its Subsidiaries or any employee benefit trust (or similar arrangement) established by EMV or its Subsidiaries.
(viii) Except as disclosed in the EMV Disclosure Letter, (A) none of EMV nor any of its Subsidiaries is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining Contract with any director, officer or employee of EMV or any of its Subsidiaries that includes any clauses in relation to job severance, job security or similar provisions (other than such as results by law from the employment of an employee without an agreement as to notice or severance), and (B) neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated by this Agreement (either alone or in combination with any labor organization other event(s)) will (i) entitle any current or work rules former employee or practices other individual service provider of EMV or its Subsidiaries to any payment of separation, severance, termination or similar-type benefits; (ii) obligate EMV or its Subsidiaries to make any compensatory payment or distribution to such person (other than payment of Ordinary Course wages to current employees or Ordinary Course compensation to current independent contractors, in each case, for services performed for EMV or its Subsidiaries in the Ordinary Course of business); (iii) increase any amount or value of compensation or benefit payable to such person; (iv) forgive any indebtedness of such person, in whole or in part; (v) fund any compensation or benefits; or (vi) accelerate any payment or benefit to, or result in any vesting with respect to, the amount of compensation or benefits paid to any such person.
(ix) Neither EMV nor any of its Subsidiaries is a party, either directly or by operation of law, to any collective agreement. No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any EMV Employees by way of certification, interim certification, voluntary recognition, related employer or successor employer rights, or, to the knowledge of EMV, has applied or threatened to apply to be certified as the bargaining agent of any of the EMV Employees. To the knowledge of EMV, (A) there have been no actual or threatened and there are no pending union organizing activities involving EMV Employees and (B) neither EMV nor any of its Subsidiaries has any labour problems that might adversely affect the business of EMV and its Subsidiaries or lead to an interruption of operations.
(x) Neither EMV nor any of its Subsidiaries has received any material inspection reports under applicable occupational health and safety legislation relating to EMV or any of its Subsidiaries in the past three years. There are no outstanding inspection occupational health and safety orders (“Orders”) nor, to the knowledge of EMV, any pending or threatened charges made under applicable occupational health and safety legislation relating to EMV or any of its Subsidiaries. There have been no fatal or critical accidents within the last three years which could reasonably be expected to lead to charges involving EMV or any of its Subsidiaries under applicable occupational health and safety legislation.
(xi) Except as disclosed in the EMV Disclosure Letter, (A) no offer of employment or engagement has been made by EMV or any of its Subsidiaries that has not yet been accepted, or that has been accepted but where the employment or engagement has not yet started and (B) no EMV Options, EMV RSUs, EMV PSUs, EMV DSUs or other awards under the EMV Incentive Plan, the EMV Option Plan or otherwise have been promised to any individual that have not yet been issued or granted.
(xii) Neither EMV nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of any EMV Employee (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any EMV Employee.
(xiii) Except as disclosed in the EMV Disclosure Letter, neither EMV nor any of its Subsidiaries has:
(A) in the last 12 months, altered any of the terms of employment or engagement of any EMV Employee; or
(B) offered, promised or agreed to any future variation in the terms of employment or engagement of any EMV Employee.
(xiv) The EMV Disclosure Letter sets forth a complete and correct list of all EMV Employee Plans and PEO Plans by jurisdiction. Neither EMV nor any of its Subsidiaries has any commitment to establish or enter into any new EMV Employee Plan or any new PEO Plan, to modify any EMV Employee Plan (or any PEO Plan) or the terms of any EMV Employee Plan (or any PEO Plan) or to introduce any new cash incentive scheme or arrangement. Each EMV Employee Plan may be amended or terminated, and each PEO Plan may be withdrawn from, by EMV or its Subsidiaries, in each case in accordance with its terms, in whole or in part, without liability (other than de minimis administrative expenses typically incurred in connection with such amendment or termination), subject only to approvals and payments required by applicable law.
(xv) True, complete and correct copies of the following documents, with respect to each EMV Employee Plan, where applicable, have previously been delivered to Xos: (A) all documents embodying or governing such EMV Employee Plan (including administrative service Contracts and group insurance Contracts), or for unwritten EMV Employee Plans a written description of the material terms of such EMV Employee Plan, and any labor organization funding medium for the EMV Employee Plan; (B) the most recent IRS determination or employee association applicable opinion letter; (C) the most recently filed Form 5500; (D) the most recent actuarial valuation report; (E) the most recent summary plan description (or other descriptions provided to employees) and all modifications thereto; (F) the last three years of non-discrimination testing results; and (G) all non-routine correspondence to and from any governmental agency. With respect to the Employees. Since May 4PEO Plans, 2001EMV has made available to Xos the summaries of such PEO Plans that were provided by the PEO to EMV and, if provided by the PEO to EMV, the latest nondiscrimination testing results with respect to any PEO Plan that is a “qualified plan” under Section 401(a) of the Code.
(xvi) Each EMV Employee Plan, and to the Knowledge knowledge of EMV, each PEO Plan, that is intended to qualify under Section 401(a) of the Seller before that timeCode has received a favorable determination or approval letter from the IRS with respect to such qualification, or may rely on an opinion letter issued by the IRS with respect to a prototype plan adopted in accordance with the requirements for such reliance, or has time remaining for application to the IRS for a determination of the qualified status of such EMV Employee Plan (or such PEO Plan) for any period for which such EMV Employee Plan (or PEO Plan) would not otherwise be covered by an IRS determination and, to the knowledge of EMV, no labor union event or omission has been certified by occurred that would cause any EMV Employee Plan (or any PEO Plan) to lose such qualification or require corrective action to the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election IRS or Employee Plan Compliance Resolution System to determine whether or not it is the exclusive bargaining agent for any of the Employeesmaintain such qualification.
(exvii) The Company has complied with all provisions of Law pertaining Each EMV Employee Plan and to the employment knowledge of employeesEMV, each PEO Plan, is and has been established, operated, and administered in all material respects in accordance with applicable laws and regulations and with its terms, including without limitation ERISA and the Code. To the knowledge of EMV, EMV and its Subsidiaries have performed all material obligations required to be performed by them under, are not in default or violation of, and, as of the date hereof, EMV has no knowledge of any default or violation by any other party to, any EMV Employee Plan or any PEO Plan. No EMV Employee Plan is, and to the knowledge of EMV, no PEO Plan is, or within the past six years has been, the subject of an application or filing under a government sponsored amnesty, voluntary compliance, or similar program, or been the subject of any self-correction under any such Laws program. No litigation or governmental administrative proceeding, audit or other proceeding (other than those relating to labor relationsroutine claims for benefits) is pending or, equal employment and fair employment practicesto the knowledge of EMV, except threatened or reasonably anticipated with respect to any EMV Employee Plan (or to the knowledge of EMV, with respect to any PEO Plan) or, to the knowledge of EMV, any fiduciary or service provider thereof or the assets of any EMV Employee Plan (or any PEO Plan), and, to the knowledge of EMV, there is no reasonable basis for any noncompliance such litigation or proceeding. All payments or contributions required to have been timely made with respect to all EMV Employee Plans either have been timely made or have been accrued in accordance with the terms of the applicable EMV Employee Plan and applicable law (and with respect to any PEO Plan, all payments or contributions required to have been timely made with respect to any PEO Plan by EMV have been timely made in accordance with the terms of the applicable PEO Plan). With respect to each EMV Employee Plan, and to the knowledge of EMV, each PEO Plan, as applicable, (A) no non-exempt “prohibited transaction” (within the meaning of Section 4975 of the Code and Section 406 of ERISA) has occurred or, to the knowledge of EMV, is reasonably expected to occur, in each case, that would notcould reasonably be expected to result in a material Tax or liability to EMV; (B) no breach of fiduciary duty has occurred in connection with which EMV, individually or or, to the knowledge of EMV, a third party plan fiduciary, could reasonably be expected to incur any liability; and (C) no event has occurred and, to the knowledge of EMV, no condition exists that could reasonably be expected to result in the aggregateimposition of an excise tax upon EMV or any ERISA Affiliate under Chapter 43 of the Code. To the knowledge of EMV, have each PEO Plan that is a Material Adverse Effecthealth and welfare plan is in compliance in all respects with (x) the applicable requirements of Section 4980B of the Code and any similar state law, and (y) the applicable requirements of the Patient Protection and Affordable Care Act of 2010, as amended.
(fxviii) Section 4.13(f) None of the Seller’s Disclosure Schedule sets forth a true EMV Employee Plans, and complete list to the knowledge of EMV, none of the PEO Plans, is, or ever has been, and neither EMV nor any ERISA Affiliate has or has ever had any liability in respect of, (i) a multiemployer plan within the names and current salaries meaning of all directors and elected and appointed officers Section 3(37) or 4001(a)(3) of the Company, and the family relationships, if any, among such individualsERISA or any applicable law, (ii) a single employer pension plan within the wage rates meaning of Section 4001(a)(15) of ERISA for non-salaried and non-executive salaried employees which EMV or any ERISA Affiliate could incur liability under Section 4063 or 4064 of the Company by classificationERISA, and (iii) all group insurance programs in effect for employees a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA), (iv) a plan that is subject to Title IV of ERISA or Section 412 of the Company. The Company is not in default with respect to any Code, (v) a “funded welfare plan” within the meaning of its obligations referred to Section 419 of the Code or (vi) a “registered pension plan” (as defined in the preceding sentenceTax Act) or is required to be registered under applicable provincial or federal pension standards legislation.
(gxix) No EMV Employee Plan, and to the knowledge of EMV, no PEO Plan, provides health insurance, life insurance, death benefits or other welfare benefits to current or former employees of EMV beyond their retirement or other termination of service (including to the spouses, beneficiaries, dependents or survivors of such individuals), other than as required under applicable laws including during any statutory or contractual severance or notice period.
(xx) Neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated by this Agreement (whether alone or together with any other event(s)) will result in the payment under any EMV Employee Plan or otherwise of any “excess parachute payment” within the meaning of Section 280G of the Code and the regulations thereunder. No EMV Employee Plan provides for any tax “gross-up” or similar “make-whole” payments for “excess parachute payments” within the meaning of Section 280G of the Code.
(xxi) Each EMV Employee Plan that constitutes in any part a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) has notified the Company been operated and maintained, in writing that he plans to terminate employment all material respects, in operational and documentary compliance with the Company during requirements of Section 409A of the 12 months following Code and the applicable guidance issued thereunder. The per share exercise price of each EMV Option is no less than the fair market value of an EMV Share on the date of this Agreementgrant of such EMV Option as determined in a manner consistent with Section 409A of the Code. No payment to be made under any EMV Employee Plan is or will be, subject to the penalties of Section 409A(a)(1) of the Code. No EMV Employee Plan provides for any gross-up, indemnification or similar payment to any person on account of any Taxes under Section 4999 or 409A of the Code.
Appears in 2 contracts
Samples: Arrangement Agreement (Electrameccanica Vehicles Corp.), Arrangement Agreement (Xos, Inc.)
Employment Matters. (a) Other than services by employees Section 3.23(a) of the Seller Disclosure Schedules contains a list of all persons who are or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 are expected to be employees, independent contractors or consultants of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect Sellers as of the Company Closing 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 Closing Date. As of the Closing Date, all compensation, including wages, commissions and bonuses, payable to employees, independent contractors or consultants of the Sellers for services performed on or prior to the Closing Date have been paid in full and there are employed by no outstanding agreements, understandings or commitments of the CompanySellers with respect to any compensation, commissions or bonuses.
(b) Neither the Company nor any other Person is a party to any employment agreement The Sellers are and have been in compliance with any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any strikeall applicable laws, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law rules and regulations pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employeespractices, including such Laws all laws, rules and regulations relating to labor relations, equal employment and opportunities, fair employment practices, except for any noncompliance that would notemployment discrimination, individually 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 (including, without limitation, those regulations promulgated by the Equal Employment Opportunity Commission (the “EEOC”) and the Occupational Safety and Health Administration (“OSHA”)). All individuals characterized and treated by the Sellers as independent contractors or consultants are properly treated as independent contractors under all applicable laws, rules and regulations. All employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified in the aggregate, have a Material Adverse Effectall material respects.
(fc) Section 4.13(f) There are no employee or employment-related claims pending, nor to the knowledge of the Seller’s Disclosure Schedule sets forth a true and complete list Sellers are there any claims threatened, by any employee or former employee of (i) the names and current salaries of all directors and elected and appointed officers of the CompanySellers nor has any Seller received any written notice regarding workers compensation, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentenceEEOC or OSHA Claims.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sebring Software, Inc.)
Employment Matters. (ai) Schedule 3.1(aa) sets forth the title, service dates and material terms of employment, including current wages, salaries or hourly rate of pay, benefits, vacation entitlement, commissions and bonus (whether monetary or otherwise) or other compensation paid or payable since the beginning of the most recently completed fiscal year to each Employee, together with the location of their employment, and the dates and amounts of the most recent salary increases. Except as set out in Schedule 3.1(aa), the Corporation does not currently maintain any Benefit Plan, retirement or pension plans and the Corporation and/or each Subsidiary has never maintained a Benefit Plan, a retirement or pension plan.
(ii) The Corporation has and the Subsidiaries, prior to dissolution or wind-up, had paid all amounts payable on account of salary, bonus payment and commission to or on behalf of any and all Employees.
(iii) Other than services as set out in Schedule 3.1(aa), all Employees are subject to written Employment Contracts, there are no Employment Contracts which are not terminable on the giving of reasonable notice and/or severance pay in accordance with applicable Law and no inducements to accept employment with the Corporation were offered to any such Employee which have the effect of increasing the period of notice of termination to which any such Employee is entitled. Except as set out in Schedule 2.3, there are no management agreements, retention bonuses, change of control agreements, transaction bonuses or other agreements to provide cash compensation or other compensation or benefits upon the consummation of the transactions contemplated by this Agreement.
(iv) There have been no resignations or terminations as of the Closing Date, there are no threatened or pending labour matters as of Closing and there have been no Employees who have been continually absent from work for a period in excess of one month. Other than as set out in Schedule 3.1(aa), all Employees have executed non-competition agreements and non-solicitation agreements in favour of the Corporation. All employees of the Seller Subsidiaries have either been terminated in accordance with applicable Laws or its Affiliates provided under have been employed or engaged by the agreements Corporation pursuant to a new and arrangements valid employment agreements.
(v) The Contractors and Sales Agents are all of the contractors and sales agents of the Corporation. Schedule 3.1(aa) sets forth the service dates and material terms of the Contractor and Sales Agent Contracts, including fees, commissions and bonuses (whether monetary or otherwise) or other compensation paid or payable since the beginning of the most recently completed fiscal year to each such Contractor and Sales Agent.
(vi) Except as set forth in Schedule 3.1(aa):
A. the Corporation has not made any Contracts with any labour union or employee association or made commitments to or conducted negotiations with any labour union or employee association with respect to any current or future agreements and, to the knowledge of Simmax and/or the Corporation, there exist no current attempts to organize or establish any labour union or employee association with respect to any Employees nor is there any certification of any such union with regard to a bargaining unit;
B. there are no unfair labour practice complaints against the Corporation and/or any Subsidiary pending before any federal or provincial labour tribunals or any similar agency or body having jurisdiction therefor;
C. there is no labour strike threatened against or involving the Corporation;
D. there is no certification application outstanding respecting the Employees;
E. there is no grievance or arbitration proceeding or governmental proceeding relating to the Employees pending, nor is there any such proceeding threatened against the Corporation and/or any Subsidiary which might have a Material Adverse Effect on Section 4.19 the Corporation or on the conduct of the Seller’s Disclosure ScheduleBusiness;
F. there is no Employee in receipt of or who has claimed benefits under any weekly indemnity, the only individuals who are employed to provide services long term disability or workers' compensation plan or arrangement or any other form of disability benefit programme; and
G. all accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, Canada Pension Plan premiums, accrued wages, salaries and commissions and employee benefit plan payments in respect of the Company are employed Employees have been reflected in the Books and Records. The Corporation has, and each Subsidiary had, prior to dissolution and wind-up, deducted and remitted to the relevant governmental authority or entity all income taxes, unemployment insurance contributions, Canada Pension Plan contributions, provincial employer health tax remittances and any taxes or deductions or other amounts which it is required by the Companystatute or Contract to collect and remit to any governmental authority or other entities entitled to receive payment of such deductions.
(bvii) Neither All levies under the Company nor any other Person is a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation workers’ compensation legislation of any Law pertaining to labor relations or employment matters, and, to jurisdiction where the Seller’s Knowledge, none of Corporation carries on business and where the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not Subsidiaries formerly carried on business have been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified paid by the National Labor Relations Board as bargaining agent for any of Corporation and the EmployeesSubsidiaries, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeescase may be.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 2 contracts
Samples: Share Purchase Agreement (Viking Energy Group, Inc.), Share Purchase Agreement (Camber Energy, Inc.)
Employment Matters. (ai) Other than services by employees The Disclosure Letter contains a complete and accurate list of the Seller or its Affiliates provided under the agreements Petrominerales Employees with their annual salary and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the Companylocation.
(bii) Neither Except as set forth in the Company nor any other Person Disclosure Letter, as of the date hereof, to the knowledge of Petrominerales, no active Petrominerales Employee has provided written notice to Petrominerales that he or she intends to resign, retire or terminate his or her employment with Petrominerales as a result of the transactions contemplated by this Agreement or otherwise.
(iii) As of the date hereof, except as set forth in the Disclosure Letter, no Petrominerales Entity is a party to any employment agreement with Proceeding under any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company applicable Law relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Petrominerales Employees.
(eiv) The Company has complied Except as set forth in the Disclosure Letter, no employment agreement with respect to any Petrominerales Employee contains any provision in respect to the payment of change of control, termination or severance payments (Change of Control Payments) which shall be triggered by the transactions contemplated by this Agreement.
(v) Each Petrominerales Entity is in compliance with all provisions applicable Laws respecting employment, employment practices and standards, terms and conditions of Law pertaining to the employment of employeesemployment, including such Laws relating to labor wages and hours, occupational health and safety, human rights, labour relations, equal employment pay equity and fair employment practicesworkers’ compensation, except for any noncompliance failures to comply or violations that have not had and would notnot be reasonably expected to have, individually or in the aggregate, have a Material Adverse Effect.
(fvi) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company Each Petrominerales Entity is not in default with respect to any of its obligations referred to material arrears in the preceding sentencepayment of wages, overtime pay, public holiday pay, salary, commission, bonuses, incentives, vacation pay, expense reimbursement or any other compensation in any form or of any other amounts owing to current or former Petrominerales Employees. Except as set forth in the Disclosure Letter, to the knowledge of Petrominerales, there are no outstanding decisions or settlements or pending settlements under any applicable employment Laws which place any material obligation upon any Petrominerales Entity to do or refrain from doing any act, or which place a material financial obligation upon any Petrominerales Entity.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Arrangement Agreement
Employment Matters. (a) Other than services by employees Seller has entered into a Client Service Agreement (the “Insperity Agreement”) with Insperity PEO Services, L.P., formerly known as Administaff Companies II, L.P. (“Insperity”), under which Insperity and Seller are co-employers of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed primarily responsible for maintaining or providing services to provide services the Properties (the “Insperity Employees”). Pursuant to the Insperity Agreement, Insperity is responsible for, among other things, paying salaries and wages to Insperity Employees, complying with reporting and payment of federal and state payroll taxes, and providing benefits to the Insperity Employees. Seller has complied in respect of all material respects with its responsibilities under the Company Insperity Agreement. To Seller’s Knowledge, Insperity has complied in all material respects with its responsibilities under the Insperity Agreement. The Insperity Employees are not and have not been employed by the CompanyCompanies and the Companies do not employ any other employees.
(b) Neither Seller has provided Buyer with a list as of the Company nor date of this Agreement of all Employees that 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) work location. Seller has provided Buyer with true and correct copies of (A) the Insperity Agreement, and (B) all material personnel manuals, handbooks, policies, rules or procedures applicable to Employees. Seller (x) has properly classified and treated all of its workers as independent contractors or employees, (y) has properly classified and treated all of its Employees as “exempt” or “nonexempt” from overtime requirements under Applicable Law, and (z) is not delinquent in any payments to, or on behalf of, any Employees (including wages, overtime compensation, salaries, commissions, bonuses or other Person is a party direct compensation) or current or former independent contractors for any services or amounts required to any employment agreement with any Employee in respect of employment with the Companybe reimbursed or otherwise paid.
(c) There Except as set forth in Section 3.8(c) of the Disclosure Schedule, since December 1, 2009, Seller has not:
(i) employed any Employee who is not presently legally authorized for employment with Seller under Applicable Laws pertaining to immigration and work authorization, materially violated any Applicable Laws pertaining to immigration and work authorization, or received notice from any Governmental Entity of any investigation by any Governmental Entity regarding noncompliance with applicable immigration laws, including but not limited to U.S. Social Security Administration “No-Match letters”;
(ii) materially violated any Applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours in connection with the employment of any Employees, including any Applicable Law relating to wages and hours, payment of wages, child labor, family and medical leave, access to facilities and employment opportunities for qualified individuals with disabilities, employment discrimination (including discrimination based upon sex, pregnancy, age, race, color, national origin, ethnicity, disability, veteran status, religion or other classification protected by Applicable Law or retaliation for exercise of rights under Applicable Law), equal employment opportunities, employee privacy, fair employment practices, and the collection and payment of all taxes and other withholdings;
(iii) been liable for the payment of any claims, damages, fines, penalties, or other amounts to any current or former Employees, however designated, for failure to comply with any Applicable Law respecting employment, or is party to any judgment, settlement agreement, consent decree, or other agreement with any Governmental Entity requiring continuing compliance or reporting obligations entered into to resolve any labor or employment matter. Except as set forth in Section 3.8(c) of the Disclosure Schedule, there are no actions, Proceedings, controversies, grievances, charges or investigations against any of the Companies pending or existing threatened to be brought or filed by or with any strikeGovernmental Entity or arbitrator based on, slowdownarising out of, picketing, work stoppage or employee grievances in processconnection with, or any proceeding against or affecting the Company otherwise relating to the alleged violation of any Applicable Laws respecting employment;
(iv) materially violated any Applicable Law pertaining to labor relations regulating occupational safety and health including, but not limited to, the U.S. Occupational Safety and Health Act, 29 U.S.C. §§ 651, et seq., or employment mattersapplicable regulations promulgated by any Governmental Entity (including without limitation the Occupational Health and Safety Administration (“OSHA”) or comparable state agencies). There are currently no citations or other proceedings under applicable occupational safety and Applicable Laws respecting health or regulations pending against the Companies, and, to the Seller’s Knowledge, and none of the foregoing is threatenedCompanies have been cited by any Governmental Entity (including OSHA or any comparable state agency) for violations of Applicable Laws respecting occupational health and safety any time since December 1, 2009. The Companies or Seller maintain all records and reports pertaining to occupational health and safety required by any Applicable Laws respecting occupational safety and health or any Governmental Entity (including OSHA), including without limitation OSHA-300 injury logs. Further, Seller maintains workers’ compensation coverage through Insperity for all Employees in accordance with Applicable Laws;
(v) been a party to, or bound by, any collective bargaining agreement, effects bargaining agreement, neutrality or card-check recognition agreement, or other labor agreement within the definition of Section 301 of the Labor Management Relations Act, 29 U.S.C. § 185, with any labor organization representing any Employees.
(dvi) The Company is not and since May 4been involved in negotiations with any labor organization regarding terms for a collective bargaining agreement covering any Employees, 2001or any effects bargaining agreement, and neutrality or card-check recognition agreement, or other labor agreement.
(vii) experienced any strike, work slowdown or other work stoppage, picketing, handbilling, bannering or other concerted activity due to any organizing activities or labor dispute pending or, to the Knowledge of any of Seller or the Seller before that timeCompanies, has not been a party to or bound by threatened against any collective bargaining or similar agreement with of the Companies.
(viii) recognized any labor organization as the representative of any Employees, received any demand for recognition from any labor organization, or work rules been party to any petition for recognition or practices agreed to representation rights with any Governmental Entity with respect to any Employees.
(ix) committed any material violation of any Applicable Laws respecting labor organization or employee association applicable to the Employees. Since May 4of any jurisdiction where Employees provide services, 2001, and to the Knowledge including without limitation any violations of the Seller before that time, no labor union has been certified by Section 8 of the National Labor Relations Board Act as bargaining agent for amended, 29 U.S.C. § 158. There are currently no unfair labor practice charges or complaints pending with any Governmental Entity alleging any violations of Applicable Laws respecting labor pending against any the Companies, and none of the Employees, no notice Companies has been received from subject to any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed remedial order issued by any Governmental Authority (including without limitation the National Labor Relations Board) for violations of Applicable Laws respecting labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeestime since December 1, 2009.
(ex) The Company has complied with all provisions Non-Foreign Status. Seller is not a “foreign person” within the meaning of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) 1445 of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentenceCode.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Atlas Pipeline Partners Lp)
Employment Matters. (ai) No Ample Employee has any agreement as to length of notice or severance payment required to terminate his or her employment other than such as results from Applicable Law from the employment of an employee without an agreement as to notice or severance.
(ii) Other than services by employees as set out in Schedule 4.2(t)(ii) of the Seller Ample Disclosure Letter and except as provided in this Agreement, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or its Affiliates provided under other agreements with current or former Ample Employees providing for cash or other compensation or benefits upon the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Scheduleconsummation of, or relating to, the only individuals who are employed to provide services in respect Arrangement, including a change of the Company are employed by the Companycontrol of Ample or any of its Subsidiaries.
(biii) Neither the Company nor any other Person is a party to any employment agreement Ample and its Subsidiaries are in material compliance with any Employee in respect all terms and conditions of employment with the Companyand all Applicable Laws respecting employment, including pay equity, wages, hours of work, overtime, vacation, human rights and work safety and health.
(civ) There is not presently are no charges pending or existing under applicable occupational health and safety legislation. Ample has complied in all material respects with any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation orders issued under applicable occupational health and safety legislation and there are no appeals of any Law pertaining to labor relations orders under applicable occupational health and safety legislation currently outstanding.
(v) There are no material Ample Employee related claims, complaints, investigations or orders under all Applicable Laws respecting employment matters, andnow pending or, to the Seller’s Knowledgeknowledge of Ample, none threatened against Ample and its Subsidiaries by or before any Governmental Entity as of the foregoing is threatened.
(d) The Company is not and since May 4date of this Agreement and, 2001, and to the Knowledge as of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge date of the Seller before that timethis Agreement, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employeessuch claims, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employeescomplaints, and no petition has been filed by any labor union requesting investigations or orders could reasonably be expected to have an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Ample Material Adverse Effect.
(fvi) Section 4.13(fNone of Ample or its Subsidiaries is: (A) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default party to any collective bargaining agreement with respect to any Ample Employees or any contract with any employee association; or (B) is subject to any application for certification or, to the knowledge of Ample, threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement and no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any employees of Ample by way of certification, voluntary recognition or succession rights. There is no labour strike, dispute, work slowdown or stoppage pending or involving, or to the knowledge of Ample threatened against Ample or any of its obligations referred to in the preceding sentenceSubsidiaries.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Arrangement Agreement (Akerna Corp.)
Employment Matters. (a) Other than services by Buyer shall offer employment to all employees of the Seller or its Affiliates employed in the Business on the day before the Closing Date (the "Seller Employees," each a "Seller Employee") as an at-will-employee on the Closing Date. Those Seller Employees who are on a leave of absence due to disability (including but not limited to maternity leave) which terminates within the one- year period beginning on the Closing Date and which are listed on the Disclosure Letter shall receive an offer of employment from Buyer on the date such leave of absence terminates and Buyer provide health and other benefits consistent with the practices of FirstService. The terms of employment offered to such Seller Employees shall be based on Buyer's employment practices and policies, provided under that it shall be a term of such offer that each such Seller Employee be entitled to receive cash compensation (including bonuses) based on a pay scale which is no less generous than the agreements Companies pay scale. Buyer shall assume any and arrangements all obligations for vacation, sick and personal leave earned by Seller Employees who accept employment with Buyer, all of which data is set forth on Section 4.19 of the Seller’s Disclosure Schedule, Letter. All employees who report to work following the only individuals who are employed Closing Date shall be deemed to provide services in respect of have accepted employment with the Company are employed by the CompanyBuyer.
(b) Neither Buyer shall not assume any obligations arising under any "employee benefit plan" (as such term is defined in Section 3(3) of ERISA) which the Company nor any other Person is a party Seller maintains relating to any employment agreement with any Seller Employee in respect of employment with (collectively the Company"Plans").
(c) There It is the intention of the parties that the Seller not presently pending be obligated to offer "continuation coverage" as provided by Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended and Section 4980B of the Internal Revenue Code ("COBRA") under Seller's group health plans with respect to the Seller Employees who accept Buyer's offer of employment. Buyer shall provide as of the Closing Date such Seller Employees with immediate and full coverage under group health plans which provide coverage which is comparable to the coverage such under the Seller's group health plans and without regard to any waiting period or eligibility requirement or pre-existing any strike, slowdown, picketing, work stoppage condition exclusions that may otherwise be applicable. Buyer or employee grievances in processits Affiliates shall comply with all COBRA obligations applicable to group health plans maintained or established by Buyer or its Affiliates on or after the Closing Date for the benefit of Seller Employees who accept employment with Buyer, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatenedits Affiliates.
(d) The Company is not and since May 4, 2001, and Pursuant to the Knowledge "Alternative Procedure" provided in Section 5 of the Seller before that timeRevenue Procedure 84-77, has not been a party 1984-2 C.B. 753, with respect to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4filing and furnishing Internal Revenue Service Forms W-2, 2001W-3 and 941, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, Seller and the family relationships, if any, among such individualsBuyer shall report on a "predecessor-successor" basis as set forth therein, (ii) the wage rates for non-salaried and non-executive salaried Seller shall be relieved from furnishing Forms W-2 to transferred employees of the Company by classification, and (iii) all group insurance programs in effect for employees the Buyer shall assume the obligations of the Company. The Company is not in default with respect Seller to any of its obligations referred furnish such forms to in such employees for the preceding sentencefull 1998 calendar year.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Telespectrum Worldwide Inc)
Employment Matters. (ai) Other than services by employees Except as to matters otherwise specifically disclosed in Schedule (p) of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s M2 Cobalt Disclosure ScheduleStatement, the only individuals who are employed to provide services in respect of the Company are employed by the Company.
(b) Neither the Company neither M2 Cobalt nor any other Person of its Subsidiaries is a party to any agreement, obligation or understanding providing for severance or termination payments to, or any employment agreement with with, any Employee director, consultant, employee or officer, other than any common law obligations of reasonable notice of termination or pay in respect of employment with the Companylieu thereof and any statutory obligations.
(cii) There is Except as to matters otherwise specifically disclosed in Schedule (p) of the M2 Cobalt Disclosure Statement, neither M2 Cobalt nor its Subsidiaries have had and do not presently pending have labour contracts, collective bargaining agreements or existing employment or consulting agreements with any strike, slowdown, picketing, work stoppage or employee grievances in process, persons employed by M2 Cobalt or any proceeding against of its Subsidiaries or affecting any persons otherwise performing services primarily for M2 Cobalt or any of its Subsidiaries (the Company relating “Business Personnel”). Each of M2 Cobalt and its Subsidiaries has not engaged in any unfair labour practice with respect to the alleged violation of any Law pertaining to labor relations or employment mattersBusiness Personnel since December 31, and2016 and there is no 37680408_3|NATDOCS unfair labour practice complaint pending or, to the Seller’s Knowledgeknowledge of M2 Cobalt, none threatened, against M2 Cobalt or any of its Subsidiaries with respect to the foregoing Business Personnel. There is threatenedno labour strike, dispute, slowdown or stoppage pending or, to the knowledge of M2 Cobalt, threatened against M2 Cobalt or any of its Subsidiaries, and neither M2 Cobalt nor any of its Subsidiaries have experienced any labour strike, dispute, slowdown or stoppage or other labour difficulty involving the Business Personnel since December 31, 2016.
(diii) The Company Neither M2 Cobalt nor any of its Subsidiaries is not and since May 4subject to any litigation, 2001actual or, and to the Knowledge knowledge of the Seller before that timeM2 Cobalt, has not been a party threatened, relating to employment or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge termination of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employeesemployees or independent contractors, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would notother than those claims or litigation as would, individually or in the aggregate, have not be Materially Adverse to M2 Cobalt or its Subsidiaries, taken as a Material Adverse Effectwhole.
(fiv) Section 4.13(f) M2 Cobalt and each of its Subsidiaries has operated in material compliance with all applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, employment equity, pay equity, workers’ compensation, human rights and labour relations and there are no current, pending or, to the Seller’s Disclosure Schedule sets forth a true and complete list knowledge of (i) the names and current salaries of all directors and elected and appointed officers of the CompanyM2 Cobalt, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default threatened proceedings before any Agency with respect to any of its obligations referred to in the preceding sentenceabove.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Arrangement Agreement
Employment Matters. (a) Other than services Effective as of the Closing Date, Buyer or an Affiliate of Buyer shall offer employment to (i) at least the minimum number of Seller Employees at each Business location as specified on Schedule 6.7 attached hereto and who are not represented by employees the 1199 SEIU United Healthcare Workers East (the “Union”), and (ii) each of the Seller Employees who are represented by the Union, on the terms and conditions of that certain Collective Bargaining Agreement by and between The Specialty Hospital of Xxxxxxxxxx-Xxxxxx and SHW Xxxxxx SNF and the Union, effective May 13, 2012 through April 30, 2015 (the “CBA”). Buyer has no obligation to offer employment to all Seller Employees other than those represented by the Union; provided, that, effective as of the Closing Date, Buyer or its Affiliates provided an Affiliate of Buyer shall provide comparable offers of employment to a sufficient number of Seller Employees at each of Seller’s locations to avoid any mass layoff or plant closing under the agreements and arrangements set forth on Section 4.19 federal WARN Act or applicable state laws requiring notice of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the Companymass layoffs or plant closings.
(b) Neither To be eligible for hire by Buyer, Seller Employees must (i) to the Company nor extent permitted by Law, consent to the release of his or her employment files to Buyer or its Affiliate prior to Closing, (ii) pass a pre-employment drug test, background check, and physical exam, and (iii) have the unrestricted ability to provide federally reimbursed services. Subject to its obligations under this Section 6.7, Buyer, in its sole and absolute discretion, will identify the Seller Employees to whom Buyer will offer employment and the terms of those offers. Effective as of the Closing Date, Seller will terminate the employment of the Seller Employees who accept Buyer’s or its Affiliate’s offer of employment. Those Seller Employees who accept Buyer’s or its Affiliate’s offer of employment as of the Closing Date shall be hereinafter referred to as “Transferring Employees”. All compensation, benefits and corresponding Taxes accrued up to the Closing Date with respect to Transferring Employees shall constitute an Excluded Liability; provided, that Buyer shall assume liability for any wages, accrued vacation, sick and personal Case 14-00279 Doc 478 Filed 08/15/14 Entered 08/15/14 16:29:05 Desc Main Document Page 25 of 111 692183/15/PHOENIX days to which the Transferring Employees are entitled as of the Closing Date solely to the extent required by the Sale Order, subject to applicable statutory “caps”, and only to the extent that such amounts have not previously been paid by Sellers as of the Closing Date pursuant to the Sale Order, the Bidding Procedures Order, or any other Person is order of the Bankruptcy Court relating thereto (the “Assumed Employee Amounts”). Buyer and Seller shall agree on a party schedule of the Assumed Employee Amounts, to any employment agreement with any Employee in respect of employment with the Companybe delivered at Closing.
(c) There is All Transferring Employees, other than those represented by the Union, shall be employees at will, subject to Buyer’s or its Affiliate’s employment policies. Nothing herein shall obligate Buyer or an Affiliate of Buyer to employ the Transferring Employees for any specific time period. Nothing in this Section 6.7 shall be construed to grant any employee any rights as a third-party beneficiary. Seller shall retain all liabilities with respect to any and all Seller Employees who are not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatenedTransferring Employees.
(d) The Company is not and since May 4Seller shall retain all liability with respect to any individual currently receiving health care under the Consolidated Omnibus Budget Reconciliation Act, 2001as amended (“COBRA”), and to the Knowledge of the including those individuals receiving such benefits whose last employment with Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of its predecessors or ERISA Affiliates was associated with the EmployeesAcquired Assets. To that end, Seller shall maintain a group health plan until such time that Seller and its ERISA Affiliates no notice has been received from longer retain any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeesemployees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except Buyer will not assume any liability or responsibility for any noncompliance that would notbenefit or other obligations arising out of or under any Employee Benefit Plan to which any Transferring Employee, individually or in any Seller Employee who is not a Transferring Employee, is or may be entitled to without regard to whether such obligation or responsibility arises under the aggregateterms of such Employee Benefit Plan or applicable Law. Seller shall retain all liability and responsibility for benefits, have a Material Adverse Effectadministration and compliance with the terms of any and all Employee Benefit Plans and applicable Laws with regard to any and all Employee Benefit Plans.
(f) Section 4.13(fAt least five (5) business days prior to the Closing, Buyer shall, and shall cause Buyer’s designated management company (if any) to, execute an assumption agreement with the Union pursuant to Article 29(c) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) CBA, assuming the names and current salaries of all directors and elected and appointed officers CBA as of the CompanyClosing. Effective as of the Closing, Buyer shall, and the family relationships, shall cause Buyer’s designated management company (if any) to, among such individuals, (ii) assume and continue in full force and effect the wage rates for non-salaried and non-executive salaried employees of the Company by classificationCBA, and (iii) Buyer shall have sole responsibility for all group insurance programs in effect for employees of obligations and liabilities arising under the Company. The Company is not in default with respect to CBA on or at any of its obligations referred to in time after the preceding sentenceClosing Date.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement
Employment Matters. (ai) Other than services by employees EMV and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of the Seller employment, employment/labour standards, wages and hours, immigration, privacy, workers compensation and occupational health and safety and has not received any notice (written or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 oral) of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect infraction of the Company are employed by the Companyany such applicable employment-related laws or of any claim or any investigation thereof.
(bii) Neither All EMV Employees are legally entitled to work for EMV or the Company nor any other Person is Subsidiary by which they are employed in the jurisdiction in which they work, and all foreign workers employed by EMV or a party Subsidiary of EMV have valid work permits permitting them to any employment agreement perform the work they are carrying out for EMV or such Subsidiary. EMV and each of its Subsidiaries has complied with all applicable immigration laws in connection with any EMV Employees who are not permanent residents or citizens in the jurisdiction in which they work, and there are no audits, orders, investigations, charges or claims pending or, to the knowledge of EMV, threatened or reasonably anticipated, against EMV or any of its Subsidiaries in connection with any immigration laws.
(iii) The EMV Disclosure Letter lists all the EMV Employees as of the date of this Agreement and the position (including whether the EMV Employee in respect is employed by EMV or one of its Subsidiaries and, if the latter, which Subsidiary), status, as employee or independent contractor, and if employee, whether full or part time, commencement date of employment with EMV or the Companyapplicable Subsidiary thereof, principal location of employment, base salary, or hourly wage rate, bonus and commission and other incentives and variable compensation, work permit status (if any) and expiry date, and leave status of each EMV Employee (including reason for leave, last date of active service, and their expected date of return to work). Except as disclosed in the EMV Disclosure Letter, no EMV Employee is receiving benefits under workers’ compensation legislation, on disability leave, statutory leave under any applicable laws, or on temporary layoff.
(civ) The EMV Disclosure Letter lists details of any person who is not an EMV Employee and who provides services to EMV or any of its Subsidiaries under an agreement that is not a contract of employment with EMV or the relevant Subsidiary (including where the individual acts as a consultant or is on secondment from another employer) and the particulars of the terms on which the individual provides services, including the commencement date of each contract with EMV or its Subsidiary, the length of notice necessary to terminate each contract (or if a fixed term, the expiry date of the fixed term, location in which they provide services and their remuneration),
(v) In respect of each EMV Employee, EMV and its Subsidiaries have:
(A) performed all obligations and duties they are required to perform (and settled all outstanding claims), whether or not legally binding; and
(B) maintained adequate, suitable and up-to-date records.
(vi) There is not presently pending are no sums owing to any current or existing former EMV Employee other than reimbursement of expenses, wages for the current payroll period and accrued vacation.
(vii) There are no loans to any strikecurrent or former director of EMV or its Subsidiaries or EMV Employee (or to any nominees or associates of such directors or EMV Employees) made or arranged by EMV, slowdown, picketing, work stoppage or employee grievances in process, any of its subsidiaries or any proceeding against employee benefit trust (or affecting similar arrangement) established by EMV or its Subsidiaries
(viii) Except as disclosed in the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s KnowledgeEMV Disclosure Letter, none of the foregoing EMV nor any of its Subsidiaries is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement Contract with any labor organization or work rules or practices agreed to with any labor organization director, officer or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for EMV or any of the EmployeesSubsidiaries of EMV that includes any clauses in relation to job severance, no job security or similar provisions (other than such as results by law from the employment of an employee without an agreement as to notice or severance), nor are there any change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former directors, officers or employees providing for cash or other compensation or benefits of any nature upon the consummation of, or relating to, the Arrangement, including a change of control of EMV.
(ix) No EMV Employee will be entitled to any bonus, payment, accelerated vesting or other benefit as a result of the terms of this Agreement or the transactions contemplated hereby.
(x) Neither EMV nor any of its Subsidiaries is a party, either directly or by operation of law, to any collective agreement. No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any EMV Employees by way of certification, interim certification, voluntary recognition, related employer or successor employer rights, or, to the knowledge of EMV, has been received from any labor union stating that it has been designated applied or threatened to apply to be certified as the bargaining agent for of any of the EMV Employees. To the knowledge of EMV, (A) there have been no actual or threatened and there are no petition pending union organizing activities involving the employees and (B) neither EMV nor any of its Subsidiaries has any labour problems that might adversely affect the business of EMV and its Subsidiaries or lead to an interruption of operations.
(xi) Neither EMV nor any of its Subsidiaries has received any material inspection reports under applicable occupational health and safety legislation relating to EMV or any of its Subsidiaries in the past three years. There are no outstanding inspection occupational health and safety orders (“Orders”) nor, to the knowledge of EMV, any pending or threatened charges made under applicable occupational health and safety legislation relating to EMV or any of its Subsidiaries. There have been no fatal or critical accidents within the last three years which could reasonably be expected to lead to charges involving EMV or any of its Subsidiaries under applicable occupational health and safety legislation.
(xii) Except as disclosed in the EMV Disclosure Letter, no offer of employment or engagement has been filed made by EMV or any labor union requesting an election of its Subsidiaries that has not yet been accepted, or that has been accepted but where the employment or engagement has not yet started.
(xiii) Neither EMV nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of any EMV Employee (including redundancy payments) or for failure to determine whether comply with any order for the reinstatement or not it is re-engagement of any EMV Employee.
(xiv) Except as disclosed in the exclusive bargaining agent for EMV Disclosure Letter, neither EMV nor any of its Subsidiaries has:
(A) in the last 12 months, altered any of the Employeesterms of employment or engagement of any EMV Employee; or
(B) offered, promised or agreed to any future variation in the terms of employment or engagement of any EMV Employee.
(exv) The Company Neither EMV nor any of its Subsidiaries has complied with any commitment to establish or enter into any new EMV Employee Plan, to modify any EMV Employee Plan or the terms of any EMV Employee Plan or to introduce any new cash incentive scheme or arrangement. EMV has made available to Tevva (A) current, correct and complete copies of all provisions written EMV Employee Plans, and where unwritten, a written summary of Law pertaining the current terms of each EMV Employee Plan, and (B) all material written Contracts relating to the employment of employeeseach EMV Employee Plan, including such Laws relating administrative service Contracts and group insurance Contracts. Except as would not be reasonably expected to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true Change on EMV, EMV and complete list of (i) the names and current salaries of its Subsidiaries have performed all directors and elected and appointed officers of the Companymaterial obligations required to be performed by them under, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is are not in default with respect to any or violation of, and, as of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date hereof, EMV has no knowledge of any default or violation by any other party to, any EMV Employee Plan, and each EMV Employee Plan has been established and has been and is maintained and administered in accordance with its terms and in compliance with all applicable laws. There are no claims pending or, to the knowledge of EMV, threatened or reasonably anticipated (other than routine claims for benefits) against any EMV Employee Plan or against the assets of any EMV Employee Plan, other than as would not be expected to have a Material Adverse Change on EMV. For the purposes of this AgreementSection (xv), “EMV Employee Plan” means EMV’s and its Subsidiaries’ health and other medical benefit plans, including medical or dental treatment or expenses, life and other insurance including accident insurance, vision, legal, long-term and short-term disability.
Appears in 1 contract
Samples: Arrangement Agreement (Electrameccanica Vehicles Corp.)
Employment Matters. (ai) Other than services by employees Corridor disclosed in writing a correct and complete list, or copies of any relevant agreements (the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services "Employment Information") in respect of each officer, employee, director, independent contractor, consultant and agent of Corridor who currently provides services to the Company are employed by the Companyadministration, operation, maintenance and management of Corridor or its business, properties or assets, 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, length of service and any Employee Obligations that may be payable to such Persons pursuant to Contract or Applicable Laws.
(bii) Neither Except as set out in the Company nor Employment Information and provided for in Subsection 4.1(n)(i) there are no Employee Obligations, and no officer, employee or consultant or former officer, employee or consultant has any agreement as to length of notice or severance payment required to terminate his or her employment or services, other Person than such as results by Applicable Laws from the employment of an officer, employee or consultant of Corridor without an agreement as to notice or severance.
(iii) All amounts due or accrued for as salary, wages, bonuses, commissions, vacation with pay, and other employee benefits in respect of officers, employees or consultants of Corridor which are attributable to the period before Closing will be paid at or prior to the Closing Time and are or shall be accurately reflected in the books and records of Corridor.
(iv) Corridor is in compliance with all material terms and conditions of employment and in all material respects with all Applicable Laws respecting employment, including pay equity, wages and hours of work and occupational health and safety, and to the knowledge of Corridor, it has not received notice of any outstanding claims, complaints, investigations or orders under any such Applicable Laws with respect to employment or occupational health and safety matters.
(v) Corridor 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 Corridor has not been reassessed in any material respect under such legislation and, to the knowledge of Corridor, no audit of Corridor is currently being performed pursuant to any applicable worker's compensation legislation.
(vi) To the knowledge of Corridor, there are no charges pending under all Applicable Laws relating to occupational health and safety legislation in respect of Corridor; Corridor has complied in all material respects with the terms and conditions of such occupational health and safety legislation, as well as with any orders issued under such occupational health and safety legislation; there are no appeals of any orders under any such occupational health and safety legislation currently outstanding.
(vii) Corridor is not a party to any employment agreement with actual, or to the knowledge of Corridor, pending or threatened, application, complaint or other Legal Proceeding under any Employee in respect Applicable Laws relating to officers, employees or consultants of employment with the CompanyCorridor or former officers, employees or consultants nor is Corridor aware of, nor is there, any factual or legal basis on which any such Legal Proceeding might be commenced.
(cviii) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting To the Company relating to the alleged violation knowledge of any Law pertaining to labor relations or employment matters, and, to the Seller’s KnowledgeCorridor, none of the foregoing officers, employees or consultants of Corridor is threatened.
(d) The Company is not and since May 4in violation of any non-competition, 2001non-solicitation, and to the Knowledge of the Seller before that time, has not been a party to non-disclosure or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeesthird party.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Investment Agreement
Employment Matters. (a) Other than services by employees of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the Company.
(bSchedule 4.09(a) Neither the Company nor any other Person is a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list as of (i) the names and current salaries date of this Agreement of all directors employees of Seller and elected and appointed officers its Affiliates (identified by identification number) who are located at the Princeton Facility, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, but excluding any of the CompanyRetained Employees (the “Employees”), and the family relationshipseach such Employee’s job title or position (including whether full-time or part-time), if any, among such individuals, job classification (ii) the wage rates for whether exempt or non-salaried exempt), work location, hire date, such Employee’s current annual base salary or wage rate, and nontarget bonus or commissions and whether such Employee is on a leave of absence (and if so, the nature of such leave of absence). All Employees are employed on an “at-executive salaried employees will” basis. None of the Company by classification, and (iii) all group insurance programs in effect for Employees are leased employees or temporary employees employed through a third-party entity. As of the Company. The Company is not Closing Date or as promptly as practicable thereafter, all compensation (including wages, commissions, bonuses and any other incentive-based compensation) payable to all Employees (including the Transferred Employees) for services performed on or prior to the Closing Date shall have been paid in default full and there shall be no unsatisfied agreement, understanding or commitment with respect to any compensation, commissions, bonuses or other incentive-based compensation for any Employee, in each case, other than the Assumed Employee Liabilities.
(b) Schedule 4.09(b) contains a true and complete list as of the date of this Agreement of each material Employee Benefit Plan, separately identifying with an asterisk each Employee Benefit Plan or any portion thereof for which assets or Liabilities will transfer to the Purchaser or its Affiliates pursuant to Article VII or by operation of Law (collectively, the “Assumed Plans”). True and complete copies of all written Employee Benefit Plans and written summaries of all material plan terms of all Employee Benefit Plans that have not been reduced to writing have been provided or made available to Purchaser. Each Assumed Plan has been established, administered and maintained in all material respects in accordance with its terms and in compliance with all applicable Laws. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has obtained a current favorable determination, advisory, or opinion letter from the IRS or has a pending application for a determination letter from the IRS. Except as would not reasonably be expected to have a Material Adverse Effect, there is no material pending or, to the Knowledge of Seller, threatened Proceeding relating to any Assumed Plan (other than routine claims for benefits), and no Assumed Plan has since January 1, 2020 been the subject of or received written notice of an examination or audit by a Governmental Entity or been the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity.
(c) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) result in any “parachute payment” (within the meaning of Section 280G(b)(2) of the Code) to any Employee. Furthermore, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will (either alone or in combination with another event): (i) result in any material payment becoming due, or materially increase the amount of any compensation due, to any Employee; (ii) materially increase any benefits otherwise payable under any Employee Benefit Plan to any Employee; or (iii) result in the acceleration of the time of payment or vesting of any material compensation or benefits.
(d) No Assumed Plan to which any of the Employees is subject is a nonqualified deferred compensation plan, within the meaning of Section 409A of the Code.
(e) No Employee Benefit Plan is subject to Title IV of ERISA or Section 412 or 430 of the Code. No Assumed Plan provides postretirement medical or life insurance benefits to the Seller’s current or former employees or other parties providing services in respect of the Seller or any of its obligations referred Affiliates, or any dependent or beneficiary thereof, except as otherwise required under state or Federal benefits continuation Laws. No Employee Benefit Plan is a “multiemployer plan” (within the meaning of Sections 3(37) or 4001(a)(3) of ERISA) under Subtitle E of ERISA.
(f) Neither Seller nor any of its Affiliates is a party to, bound by or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization covering any Employees, and there is not any union, works council or labor organization representing or purporting to in represent any Employee, and no union, works council, labor organization or group of Employees is seeking to organize Employees for the preceding sentencepurpose of collective bargaining. There are no strikes, work stoppages, work slowdowns, lockouts, concerted refusal to work overtime or other similar labor disruption or dispute pending, or, to the Knowledge of Seller, threatened involving the Princeton Facility or any Employees.
(g) No Employee has notified Seller and its Affiliates have, and have since January 1, 2020 been, in compliance in all material respects with all applicable Laws pertaining to employment and employment practices to the Company in writing that he plans extent they relate to terminate Employees and the operation of the Princeton Facility, including all Laws relating to labor relations, collective bargaining, employee benefits, fair employment practices, employment discrimination (including harassment and/or failure to accommodate), retaliation, immigration, wage and hours, wage payment, paid time off benefits, leaves of absence, paid leave or sick time, child labor, meal and break periods, privacy rights, health and safety, New Jersey employment Laws, the hiring and retention of employees with the Company during right to work in the 12 months following United States (including I-9 and/or e-verify compliance and requirements), obligations under the date WARN Act, and unemployment, workers’ compensation and other insurance. All individuals who are located at or providing services at the Princeton Facility who are characterized and treated by Seller or its Affiliates as independent contractors cannot reasonably be deemed an employee of this AgreementSeller or its Affiliates under any applicable Law. All Employees classified by Seller as exempt from the minimum wage or overtime provisions under the Fair Labor Standards Act and state and local wage and hour Laws cannot reasonably be deemed misclassified. There has not been since January 1, 2020 any audit or investigation or, to the Knowledge of Seller, threatened involving Seller or any of its Affiliates in respect of the Princeton Facility or any of the Employees, by any Governmental Entity responsible for enforcing Laws pertaining to employment or employment practices or prohibiting discrimination in employment.
(h) Schedule 4.09(h) sets forth the names and job descriptions of the two (2) Transferred Employees who work remotely from the Princeton Facility.
Appears in 1 contract
Employment Matters. (a) Other than services by employees Section 2.21(a) of the Seller or its Affiliates provided under the agreements and arrangements set Disclosure Schedules sets forth on Section 4.19 a list of the Seller’s Disclosure Schedule, the only individuals all persons who are employed to provide services in respect employees (“Employees”), independent contractors, or consultants of the Company (each, together with the Employees, collectively, “Personnel”) including any Personnel who are employed by on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the Companyfollowing: (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, including, without limitation, paid time off and severance benefits. Except as set forth in Section 2.21(a) of the Disclosure Schedules, as of the date hereof and the Closing Date, all compensation, including wages, commissions, and bonuses, payable to all Personnel of the Company for services performed on or prior to the date hereof has been paid in full and there are no outstanding agreements, understandings, or commitments of the Company with respect to any compensation, commission or bonuses.
(b) Neither the Company nor any other Person is a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and has been in compliance in all material respects with all applicable Laws pertaining to employment practices to the Knowledge of the Seller before that time, has not been a party extent they relate to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employeesPersonnel, including such all Laws relating to labor relations, equal employment and opportunities, fair employment practices, except for employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized and treated by the Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All Employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are properly classified in all material respects. There are no Actions against the Company pending or, to the Company’s Knowledge, threatened to be brought or filed, by or with any noncompliance that would notGovernmental Authority or arbitrator in connection with the employment of any current or former applicant, individually employee, consultant, volunteer, intern, or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers independent contractor of the Company, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and the family relationships, if any, among such individuals, (ii) the wage rates for nonhours or any other employment-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentencerelated matter arising under applicable Laws.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Forward Industries, Inc.)
Employment Matters. (a) Other than services by Prior to the Closing Date, Buyer, or one of its Affiliates, shall offer employment to all employees of the Seller or its Affiliates provided under the agreements and arrangements set forth Acacia listed on Section 4.19 Exhibit H who are actively employed by Seller or Acacia, as applicable, as of the SellerClosing Date, with such employment, to commence as of immediately after the Closing. All such employees who accept Buyer’s Disclosure Schedule, offer of employment and execute an Employment Letter shall herein be referred to as the only individuals who are employed “Transferred Employees.” Nothing in this Agreement shall limit Buyer’s authority to provide services in respect terminate the employment or service of the Company are employed by the Companyany Transferred Employee at any time following Closing.
(b) Neither the Company nor any other Person is a party Buyer shall have no Liability whatsoever arising from or related to any employment agreement with of Seller’s or Acacia’s employees, independent contractors or consultants who are not Transferred Employees and shall not assume or otherwise be responsible for any Employee in respect past or future obligation of employment with the CompanySeller or Acacia to such Persons.
(c) There is not presently pending On and after the Closing Date, Buyer shall provide each Transferred Employee with base salary or existing any strike, slowdown, picketing, work stoppage hourly wages which are no less than the base salary or employee grievances in process, hourly wages provided by Seller or any proceeding against or affecting the Company relating Acacia immediately prior to the alleged violation Closing. As of any Law pertaining to labor relations or employment mattersthe Closing Date, andBuyer shall credit each Transferred Employee with the number of unused vacation days and unused paid time off accrued as of the Closing Date by Seller; provided, that such are included in Net Working Capital. On and after the Closing Date, Buyer shall offer all Transferred Employees and their beneficiaries health insurance benefits comparable in the aggregate to the Sellerbenefits offered to employees of Buyer of comparable positions and lengths of service. Buyer shall use Commercially Reasonable Efforts to recognize each Transferred Employee’s Knowledgeservice with Seller or Acacia, none as applicable, as service with the Buyer for all purposes (other than for accrual purposes under a defined benefit pension plan), waive or cause to be waived any and all pre-existing condition limitations and eligibility waiting periods under such plans or programs, and shall use Commercially Reasonable Efforts to cause to be credited to any deductible out-of-pocket expenses under any such plans or programs, any deductibles or out-of-pocket expenses incurred by Transferred Employees and their beneficiaries and dependents during the portion of the foregoing is threatenedcalendar year prior to their participation in such plans or programs (unless such credit would result in a duplication of benefits for the same period). Seller shall retain all Liabilities under all Benefit Plans.
(d) The Company is not and since May 4, 2001, and Seller shall take all actions necessary to the Knowledge vest Transferred Employees in 100% of their employer contributions as of the Closing Date under the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to Retirement Savings Plan of Seller (the Employees“Seller 401(k) Plan”). Since May 4, 2001, and to the Knowledge Effective as of the Closing Date, active participation of each Transferred Employee in the Seller before that time, no labor union has been certified by 401(k) Plan shall cease. Seller shall take all actions necessary to permit each Transferred Employee to effect a “direct rollover” (within the National Labor Relations Board as bargaining agent for any meaning of Section 401(a)(31) of the EmployeesCode) of his or her account balance under the Seller 401(k) Plan, no notice has been received from any labor union stating if such rollover is elected in accordance with applicable Law by such Transferred Employee. Buyer agrees to cause its defined contribution plan that it has been designated as includes a qualified cash or deferred arrangement within the bargaining agent for any meaning of Section 401(k) of the Employees, and no petition has been filed Code to accept a direct rollover of such Transferred Employee’s account balances under the Seller 401(k) Plan if such rollover is elected in accordance with applicable Law by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeessuch Transferred Employee.
(e) The Company has complied Seller and Acacia shall be responsible for providing or discharging any and all notifications, benefits and liabilities to Transferred Employees and Governmental Authorities required by WARN or by any other applicable Law relating to plant closings or employee separations or severance pay that required to be provided at or before the Closing as a result of the transactions contemplated by this Agreement, and Buyer shall be responsible for any and all such matters with all provisions of Law pertaining respect to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in Transferred Employees following the aggregate, have a Material Adverse EffectClosing.
(f) Section 4.13(f) Seller shall pay over to Buyer all amounts accrued by any Transferred Employee in flexible spending accounts maintained by Seller through the Closing Date, and Buyer shall maintain such accounts for the participating Transferred Employees on and after the Closing Date. Seller shall provide Buyer with an accounting documenting in reasonable detail the elections, balances and activity in each participating Transferred Employee’s flexible spending account from inception of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) current plan year through the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentenceClosing Date.
(g) No Following the Closing, subject to the limitations and conditions set forth in this Section 11.2(g), each Transferred Employee has notified identified in Exhibit 11.2(g) (each, a “Recipient”) shall be entitled to receive from Buyer the Company payments in writing cash set forth next to each Recipient’s name on Exhibit 11.2(g) at the times set forth in Exhibit 11.2(g) (the “Transaction Payments”); provided, that he plans to terminate employment with the Company during the 12 months following such Recipient is employed by Buyer or an Affiliate of Buyer as of the date of this Agreementthe payment of each such Transaction Payment. All Transaction Payments shall be subject to applicable withholding Taxes and shall be paid to the Recipient net of such applicable withholding by Buyer (or its applicable Affiliate) through its applicable payroll practices. If any Recipient is not employed by Buyer or an Affiliate of Buyer as of the date of payment of any Transaction Payment, such Recipient shall forfeit his or her right to receive such Transaction Payment and any subsequent Transaction Payments and such Transaction Payments payable to such Recipient shall be re-allocated and paid pro rata to the remaining Recipients. If there are no Recipients employed by Buyer or an Affiliate of Buyer at the time a Transaction Payment is payable, then such Transaction Payment shall be re-allocated amongst the employees of the Agile Division in the amounts and payable at such time as determined by the executive in charge of the Agile Division. This Section 11.2(g) is not intended to confer upon any Recipient any rights or remedies against any Person.
Appears in 1 contract
Employment Matters. (ai) Other than services by employees All wages, salaries, vacation pay, bonuses, commissions and other emoluments relating to the officers, Employees, consultants or independent contractors of Bralorne have been recorded in Bralorne’s payroll in all material respects and are reflected and accrued in the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 records of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services Bralorne in respect of the Company are employed by the Companyall material respects.
(b) Neither the Company nor any other Person is a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect Bralorne has withheld from each payment made to any of its obligations referred officers and Employees, and its former officers and Employees recorded in their payroll, the amount of all Taxes and other deductions (including income taxes, and pension plan, and disability contributions) required to in be withheld, and has paid the preceding sentencesame together with the social security contributions paid by Bralorne as the employer, to the proper Authority and other receiving officers within the time required under applicable legislation.
(giii) Schedule 3.1.2(r) of the Disclosure Letter hereto sets forth the list of Bralorne’s Employees, consultants and independent contractors which indicates: (A) the titles of all Employees, consultants and independent contractors and the location of their employment; (B) the date each Employee, consultant and independent contractor was hired; (C) which Employees, consultants and independent contractors are subject to a written employment or consulting agreement with Bralorne; (D) the annual or hourly wage of each Employee, consultant and independent contractor at the date of such list, any bonuses paid to each Employee, consultant and independent contractor since the end of Bralorne’s last completed financial year and before the date of such list and all other bonuses, incentive schemes, benefits, commissions and other compensation to which each Employee, consultant and independent contractor is entitled; (E) the vacation days to which each Employee, consultant and independent contractor is entitled on the date of such list; and (F) the severance amount payable as a result of termination of each Employee. There are no Employees, consultants and independent contractors of Barlorne that are not actively working on the date of this Agreement due to leave of absence, illness, injury, accident or other disabling condition.
(iv) Schedule 3.1.2(r) of the Disclosure Letter hereto contains a complete list of all written contracts or arrangements for the employment of any officer, Employee, agent, consultant or independent contractor to which Bralorne is a party. No Employee such contracts or arrangements provide for severance, termination or similar payments or entitlements, including on a change of control of Bralorne to any officer, employee, agent, consultant or independent contractor of Bralorne. There are no oral contracts or arrangements for the employment of any Person to which Bralorne is a party.
(v) All of the employee benefit plans and arrangements to which Bralorne is a party are listed in Schedule 3.1.2(r) of the Disclosure Letter and all such benefit plans and arrangements are in good standing and Bralorne has notified made all payments required to be made by it in connection therewith. Except as disclosed in Schedule 3.1.2(r) of the Company Disclosure Letter, there are no employee plans requiring funding on the part of Bralorne in writing that he plans to terminate employment accordance with the Company during the 12 months following term thereof or applicable legislation.
(vi) There are no stock option plans in existence for Bralorne.
(vii) As of the date of this Agreement, Bralorne has 29 officers and Employees. There are no consultants or independent contractors currently engaged by Bralorne other than as set out in Schedule 3.1.2(o) of the Disclosure Letter.
(viii) Bralorne does not have any obligation to pay any change-in-control, sale, completion, incentive, stay, retention and similar bonuses or payments to any current or former Employee as a result of the transactions contemplated by this Agreement.
(ix) No Employee, consultant or independent contractor has stated that he or she will resign or retire or cease to provide work or services because of the closing of the transactions contemplated by this Agreement.
(x) Bralorne is in compliance in all material respects with applicable Laws relating to employment or contracting of labour.
(xi) There are no outstanding assessments or amounts due and owing pursuant to any workplace safety and insurance or workers’ compensation insurance requirements. There are no charges against Bralorne pending, threatened or anticipated under applicable health and safety legislation.
Appears in 1 contract
Samples: Share Purchase Agreement (Avino Silver & Gold Mines LTD)
Employment Matters. (a) Other than services by employees Schedule 4.17(a) sets forth a true, correct and complete list, as of the Seller or its Affiliates provided under the agreements and arrangements date set forth on Section 4.19 therein, of all Employees. The list described in the preceding sentence shows each Employee’s name, job title, seniority date, current base salary or base wages and bonuses paid or payable to such Employees for the 2013 calendar year. No changes in such base salary, base wages or bonuses for such employees have been made, promised or authorized since January 1, 2014, except as described in Schedule 4.17(a). The compensation and benefits paid or provided with respect to all Employees, including bonuses, have been reflected in the Financial Reports. Except as set forth in Schedule 4.17(a), as of the date of this Agreement, no Employee is on a disability leave of absence, is receiving disability benefits, or is in an elimination or other waiting period with respect to his or her receipt of disability benefits, or is on any other leave of absence. There are no loans or other obligations payable or owing by Seller to any Employee, except salaries, wages and salary advances and reimbursement of expenses incurred and accrued in the Ordinary Course of Business of Seller, nor are any loans or debts payable or owing by any such individuals to the Seller, nor has the Seller guaranteed any of such individual’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the Companyrespective loans or obligations.
(b) Neither the Company nor any other Person is a party to any employment agreement with any Employee in respect There are no contracts of employment with any of the CompanyEmployees except as listed on Schedule 4.6. True and complete copies (including all amendments) of each such contract of employment with any of the Employees have been provided to Buyer.
(c) There To Seller’s Knowledge, no Employee or former employee of Seller is in violation of any non-disclosure agreement, noncompetition agreement, or any restrictive covenant with Seller, or, in the case of Employees, any such agreement with any former employer relating to the right of any such Employee to be employed by Seller because of the nature of the business currently conducted by it or to the use of Trade Secrets or proprietary information of others.
(d) Except as set forth on Schedule 4.17(d), Seller is not presently pending a party to, or existing bound by, any collective bargaining or other agreement with a labor organization representing any of the Employees. Since January 1, 2010, there has not been, nor, to Seller’s Knowledge, has there been any threat of, any strike, slowdown, picketingwork stoppage, lockout, concerted refusal to work stoppage overtime or employee grievances in process, other similar labor activity or dispute affecting Seller or any proceeding against of the Employees. Except as set forth on Schedule 4.17(d), there are no unfair labor practice charges, grievances or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, andcomplaints pending or, to the Seller’s Knowledge, none threatened by or on behalf of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge any Employee or group of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company No Employees are represented by any labor organization. Except as set forth on Schedule 4.17(e), no labor organization or group of Employees has complied made a pending demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to Seller’s Knowledge, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. Except as set forth on Schedule 4.17(e), there is no organizing activity involving Seller pending or, to the Seller’s Knowledge, threatened by any labor organization or group of Employees.
(f) Except as set forth on Schedule 4.17(f), Seller is in compliance with all provisions of Law applicable Laws pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practicespractices to the extent they relate to the Employees, except for any noncompliance that to the extent non-compliance would not, individually or not result in the aggregate, have a Material Adverse Effect.
(fg) The representations and warranties set forth in this Section 4.13(f) of 4.17 are the Seller’s Disclosure Schedule sets forth a true sole and complete list of (i) the names exclusive representations and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentencewarranties regarding employment matters.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Employment Matters. (a) Other than services by employees of the Seller or its Affiliates provided under the agreements and arrangements Except as set forth in the Arsenal Disclosure Letter, no Employee is on Section 4.19 of the Seller’s Disclosure Scheduleshort-term or long-term disability leave, the only individuals who are employed maternity or parental leave, extended absence or receiving benefits pursuant to provide services in respect of the Company are employed by the Companycompensation legislation.
(b) Neither Except as set forth in the Company Arsenal Disclosure Letter, there are no employment contracts or arrangements which are not terminable on the giving of reasonable notice in accordance with Applicable Laws, nor are there any management agreements, change of control agreements, retention bonuses or employment contracts providing for cash or other Person is a party to any employment agreement with any Employee in respect compensation or benefits upon the consummation of employment with the Companytransactions contemplated by this Agreement.
(c) There Arsenal and each of its subsidiaries has been and is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances being operated in process, or any proceeding against or affecting the Company compliance with all Applicable Laws relating to the alleged violation of any Law pertaining to labor relations Employees, including employment standards, occupational health and safety, workers' compensation, human rights, labour relations, privacy or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatenedpay equity.
(d) The Company is not All workers compensation premiums have been paid in full and since May 4, 2001, the workers compensation accounts of Arsenal and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeesits subsidiaries are in good standing.
(e) The Company has complied with all provisions of Law pertaining There are no claims or complaints and, to the employment knowledge of employeesArsenal, including such there are no threatened claims or complaints, against Arsenal or any of its subsidiaries pursuant to any Applicable Laws relating to labor Employees, including wrongful dismissal, constructive dismissal, employment standards, human rights, labour relations, equal employment occupational health and fair employment practicessafety, except for any noncompliance workers' compensation, privacy or pay equity. To the knowledge of Arsenal, there are no existing facts that would notsupport a claim or complaint against Arsenal or any of its subsidiaries under any such Applicable Laws, individually and there are no outstanding Orders or in the aggregate, have a Material Adverse Effectsettlements (or pending settlements) which place any obligation upon Arsenal to do or refrain from doing any act under any such Applicable Laws.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to Neither Arsenal nor any of its obligations referred subsidiaries is a party, either directly, voluntarily or by operation of law, to any collective agreement, letters of understanding, letters of intent or other written communication with any trade union or association which may qualify as a trade union, which would cover any of the Employees. Arsenal is not aware of any ongoing or threatened activity to organize any of the Employees in the preceding sentencea trade union.
(g) No Employee There are no outstanding or, to the knowledge of Arsenal, threatened unfair labour practices, complaints, or applications of any kind, including any proceedings which could result in certification of a trade union as bargaining agent for Employees.
(h) Except as set forth in the Arsenal Disclosure Letter, there are no pension or other benefit plans for Employees. Arsenal has notified provided Lone Pine with correct and complete copies of all employee plans, together with all summary plan descriptions and all material correspondence related thereto.
(i) All amounts due and payable (and other than accrued amounts) for salaries, severance, wages, consulting fees, bonuses, overtime, commissions, vacation pay, sick pay or other compensation and benefits have been paid in full.
(j) None of the Company in writing that he employee plans provide benefits to terminate employment with retired employees or to the Company during the 12 months following the date beneficiaries or descendants of this Agreementretired employees.
Appears in 1 contract
Samples: Arrangement Agreement
Employment Matters. (a) Other than As of the date hereof, all compensation, including wages, commissions and bonuses payable to all employees, independent contractors and consultants of the Business for services by performed on or prior to the date hereof have been paid in full and there are no outstanding agreements, understandings or commitments of Seller with respect to any compensation, commissions or bonuses. Seller has made no written or oral representations to, or agreements with, any employee or group of employees that would obligate Seller to require Buyer to hire any employees of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the Company.
(b) Neither Except as set forth on Section 4.22(b) of the Company nor any other Person Disclosure Schedules, Seller is not, and has never been, a party to any employment to, bound by or negotiating collective bargaining agreement or other Contract with any Employee in respect Union Seller has made no written or oral representations to, or agreements with, any Union that would obligate Seller to require Buyer to hire any employees of employment with the CompanySeller, or to recognize any Union for purposes of collective bargaining, or to assume any collective bargaining agreements.
(c) There Seller is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances and has been in process, or any proceeding against or affecting the Company relating compliance in all material respects with all applicable Laws pertaining to employment and employment practices to the alleged violation of any Law pertaining extent they relate to labor relations or employment matters, and, to the Seller’s Knowledge, none employees of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employeesBusiness, including such all Laws relating to labor relations, equal employment and opportunities, fair employment practices, except for any noncompliance that would notemployment discrimination, individually harassment, retaliation, reasonable accommodation, disability rights or in the aggregatebenefits, have a Material Adverse Effect.
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 (fincluding paid sick leave) Section 4.13(f) and unemployment insurance. All individuals characterized and treated by Seller as consultants or independent contractors of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of Business are properly treated as independent contractors under all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried applicable Laws. All employees of the Company Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are properly classified in all material respects. Seller 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 Seller pending, or to 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 Business, including, without limitation, any charge, grievance, 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 (iii) all group termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance programs in effect for employees of the Company. The Company is not in default with respect to or any of its obligations referred to in the preceding sentenceother employment related matter arising under applicable Laws.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Employment Matters. (a) Other than services by employees Schedule 5.12(a) sets forth a complete list of the Seller Employees, together with their respective title/function, seniority and material terms of employment, including cost and description of benefits, vacation entitlement, salary, commissions and bonus (whether monetary or its Affiliates provided under otherwise) or other material terms of compensation. Except as disclosed in Schedule 5.12(a), no Employee is on short-term or long-term disability leave, parental leave, military leave, extended absence for any reason or receiving benefits pursuant to Applicable Laws relating to workers’ compensation. Copies of each written Employment Contract has been delivered to the agreements Purchaser with the Books and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the CompanyRecords.
(b) Neither Other than as indicated in Schedule 5.12(a), there are no Employment Contracts nor are there any management agreements, agreements with prior written consent or change of control provisions, retention bonuses or Employment Contracts providing for cash or other compensation or benefits upon the Company nor any other Person is a party to any employment agreement with any Employee signing of this Agreement or the consummation or Closing of the transactions contemplated by this Agreement, except as provided in respect of employment with the CompanyApplicable Law.
(c) There The Business has been and is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances being operated in process, or any proceeding against or affecting the Company compliance in all material respects with all Applicable Laws relating to the alleged violation of any Law pertaining to labor relations or employees, including employment mattersstandards, andEmployment Laws, to the Seller’s Knowledgeworkers compensation, none of the foregoing is threatenedhuman rights and labour relations.
(d) The Company is not and since May 4Other than as indicated in Schedule 5.14 there are no Claims nor, 2001, and to the Knowledge of the Seller before that timeVendor, has not been a party are there any threatened Claims, against the Vendor pursuant to any Applicable Laws relating to Employees, including employment standards, human rights, labour relations, Employment Laws, worker’s compensation or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employeespay equity. Since May 4, 2001, and to To the Knowledge of the Seller before that timeVendor, nothing has occurred which might lead to a Claim against the Vendor under any Applicable Laws. There are no labor union has been certified by outstanding decisions, Orders or settlements or pending settlements which place any obligation upon the National Labor Relations Board as bargaining agent for Vendor to do or refrain from doing any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeesact.
(e) The Company has complied with all provisions of Law pertaining Vendor is not a party to the employment of employees, including such Laws any agreement relating to labor relationswages, equal employment hours or other conditions of employment, with any labour or trade union, bargaining agent, Employee association, or other representative body or organization and fair employment practices, except no application for any noncompliance that would not, individually certification has been filed or in is expected to be filed involving the aggregate, have a Material Adverse Effectemployees of the Vendor.
(f) Section 4.13(f) of All current assessments under workers compensation Applicable Laws in applicable jurisdictions in relation to the Seller’s Disclosure Schedule sets forth a true and complete list of (i) Vendor for the names and current salaries of all directors and elected and appointed officers of the CompanyEmployees, and all of their respective contractors and subcontractors have been paid or accrued and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company Vendor has not been or is not in default with respect subject to any of its obligations referred to in the preceding sentencespecial or penalty assessment under such legislation which has not been paid.
(g) No Employee has notified The only bonus, reward, deferred benefit or profit-sharing plans or systems from which the Company directors, officers or employees of the Vendor could benefit are those identified and described in writing that he plans Schedule 5.12(g). The Vendor is not required to terminate employment with pay a pension or deferred benefits upon retirement or to make such payments in the Company during the 12 months following the date future to its directors, officers or employees. The Vendor is not a party to any retirement plan, pension fund, group insurance program, profit-sharing plan or other benefit in favor of this Agreementemployees, officers or directors.
Appears in 1 contract
Employment Matters. Purchaser (a) Other than services by employees or any Affiliate of the Seller Purchaser) shall have the right, but not the obligation, to offer employment on such terms and conditions as Purchaser may determine to any or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 all of such employees. Purchaser (or any Affiliate of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect Purchaser) shall advise Seller as soon as practicable which of the Company are employed by the Company.
(b) Neither the Company nor any other Person is a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of such employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among it wishes to employ from and after the Closing Date. Seller shall cooperate in any attempt by Purchaser (or any Affiliate of the Purchaser) to employ such individualsemployees. Nothing in this Section 5.9 shall obligate Purchaser (or any Affiliate of the Purchaser) to offer employment to an employee in a similar job or with similar responsibilities as such employee was provided by Seller. Seller is retaining and shall pay all obligations relating to its employees' accrued salaries, wages, compensation and employee benefits of any nature whatsoever. Without limiting the foregoing, Seller shall (i) pay all wages, bonuses, commissions, and other remuneration payable to or for the benefit of employees with respect to periods prior to the Closing Date; (ii) the wage rates pay all vacation pay or pay for non-salaried and non-executive salaried other compensated absences earned or accrued by all of Seller's employees as of the Company by classificationClosing Date, including any related payroll burden (FICA and other pension or other employee benefit plan contributions and employment taxes) with respect thereto to the appropriate Governmental Authority or other Person, whether or not such pay is vested or has been accrued on the books of Seller as of such date, based upon the remuneration of such employees normally used in computing such vacation pay or pay for other compensated absences; (iii) pay all group insurance programs in effect for severance payments (if any) due to all of Seller's employees as a result of the Company. The Company is not in default termination of their employment with Seller; (iv) comply with the insurance continuation requirements under COBRA and any similar state law applicable to any of Seller's employees as a result of their termination of employment by Seller; and (v) be responsible for continued medical and disability coverage liability with respect to any of its obligations referred such employee who is disabled and not hired by Purchaser. Seller shall also pay or be liable for any worker's compensation claims or amounts payable to such employees in connection with events occurring prior to the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment Closing Date and for any liability or costs associated with the Company during the 12 months following the date termination of this Agreementany of their employee benefit plans.
Appears in 1 contract
Employment Matters. (a) Other than services by employees Section 3.26 of the Seller Vendor’s Disclosure Letter sets forth a complete and accurate list of all Employees, together with their titles, service dates and material terms of employment, including current wages, salaries or its Affiliates provided under hourly rate of pay, benefits, vacation entitlement, commissions and bonus (whether monetary or otherwise) or other material compensation paid since the agreements and arrangements set forth on Section 4.19 beginning of the Sellermost recently completed fiscal year (including the date of payment if paid since September 30, 2016) or payable to each such Employee and the date upon which each such term of employment became effective if it became effective in the 12 month period prior to the date of this Agreement. Section 3.26 of the Vendor’s Disclosure ScheduleLetter also lists Employees on inactive status, including lay-off, short-term disability leave, long-term disability leave, pregnancy and parental leave or other extended absences, or receiving benefits pursuant to workers’ compensation legislation, and specifies the last date of active employment, the only individuals who are employed to provide services in respect reason for the absence and the expected date of the Company are employed by the Companyreturn of each such Employee.
(b) Neither Current and complete copies of all Employment Contracts or, where oral, written summaries of the Company terms of the Employment Contracts have been delivered or made available to the Purchaser. There are no Employment Contracts which are not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any Employment Contracts providing for cash, other Person is a party compensation, benefits or contingent rights on Closing. To the knowledge of the Asset Vendor, no executive employed in the Business has provided any written notice of his intent to any employment agreement with any Employee in respect of employment with the Companyterminate his or her employment.
(c) There is not presently are no Claims, pending or existing Claims nor, to the knowledge of the Asset Vendor, threatened Claims pursuant to any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company Laws relating to the alleged violation of any Law pertaining to labor relations Employees or former employees, including employment mattersstandards, andhuman rights, to the Seller’s Knowledgelabour relations, none of the foregoing is threatenedoccupational health and safety and workers’ compensation.
(d) The Company is not and since May 4, 2001, and All current assessments under workers’ compensation legislation in relation to the Knowledge Business and all of the Seller before that time, Asset Vendor’s contractors and subcontractors have been paid or accrued by the Asset Vendor. The Business has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect subject to any additional or penalty assessment under such legislation which has not been paid and has not been given notice of its obligations referred to in the preceding sentenceany current or pending audit.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Purchase Agreement
Employment Matters. (a) Other than services by employees of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the Company.
(b) Neither the Company nor any other Person is a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d1) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union Purchaser has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied provided with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of all Employees, together with their titles, service dates, current wages, salaries or hourly rate of pay, vacation entitlement, cumulative unpaid vacation entitlements, commissions and bonus or other material compensation paid since the beginning of the most recently completed fiscal year or payable to each such Employee. Except as disclosed in writing to the Purchaser, no Employee is on short-term or long-term disability leave, parental leave, extended absence or receiving benefits pursuant to the Workplace Safety and Insurance Act (iOntario) or similar workers' compensation legislation in other jurisdictions.
(2) Except as disclosed in writing to the names Purchaser, all Employees have signed an Employment Contract with the Company or a Subsidiary substantially in the form of one of the Company's Standard Form Employment Contracts, copies of which have been provided to the Purchaser.
(3) Except for the Benefit Plans or as disclosed in writing to the Purchaser there are no written employment policies or plans which are binding upon the Company or any of the Subsidiaries.
(4) The Company and current salaries of the Subsidiaries have been and are being operated in material compliance with all directors Laws relating to employees, including employment standards, Occupational Health and elected Safety Laws, workers compensation, human rights, labour relations and appointed officers pay equity. The Company and the Subsidiaries have complied with and posted plans as required under applicable pay equity legislation. Except as disclosed on Schedule Error! Reference source not found. or otherwise disclosed in writing to the Purchaser there have been no Claims nor, to the knowledge of the Company, are there any threatened complaints under such employment-related Laws against the Company or any of the Subsidiaries.
(5) There are no Claims nor, to the knowledge of the Company, are there any threatened Claims, against the Company or any of the Subsidiaries pursuant to any Laws relating to Employees, including employment standards, human rights, labour relations, Occupational Health and Safety Laws, worker's compensation or pay equity and, to the knowledge of the Company, nothing has occurred which might lead to a Claim against the Company or any of the Subsidiaries under any such Laws.
(6) All current and former Employees and consultants of the Company and the family relationshipsSubsidiaries have entered into confidentiality, if anyinvention assignment and proprietary information agreements with the Company and the Subsidiaries in substantially the form provided to Purchaser. Except as disclosed in writing to the Purchaser:
(a) to the knowledge of the Company, among such individualsno Employee or consultant of the Company is obligated under any agreement (including licences, covenants or commitments of any nature) or subject to any judgment, decree or order of any Governmental Authority, or any other restriction that would materially conflict with the Business;
(iib) the wage rates for non-salaried carrying on of the Business by the employees, consultants and non-executive salaried contractors of the Company and the Subsidiaries and the conduct of the Company's and the Subsidiaries' business, including without limitation the sale, licensing and other commercial exploitation of all products of the Company and the Subsidiaries currently undergoing alpha or beta testing, will not, to the Company's knowledge, result in a material breach of the terms, conditions or provisions of, or constitute a material default under, any contract, covenant or instrument under which any of such employees or consultants or the Company and the Subsidiaries is now obligated.
(c) the Company and the Subsidiaries do not believe it is or will be necessary to utilize any inventions of any employees of the Company and the Subsidiaries (or Persons the Company and the Subsidiaries currently intends to hire) made prior to their employment by classificationthe Company and the Subsidiaries; and
(d) to the Company's knowledge, and (iii) all group insurance programs in effect for employees at no time during the conception of or reduction to practice of any of the Company. The Intellectual Property Rights owned by the Company is not in default with respect and the Subsidiaries, was any developer, inventor or other contributor to such Intellectual Property Rights operating under any grants from any Governmental Authority or private source, performing research sponsored by any Governmental Authority private source or subject to any of its obligations referred to employment agreement or invention assignment or nondisclosure agreement or other similar obligation with any other Person that could adversely affect the Company's and the Subsidiaries' rights in the preceding sentencesuch Intellectual Property Rights.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Employment Matters. (a) Other than services The Company does not have, and since the Seller Acquisition Date has not had, any employees. A list of certain individuals employed by employees an Affiliate of Seller (the “Business Employees”) has been made available to Buyer. As of the Seller Closing Date, the Business Employees provide services primarily or its Affiliates provided under exclusively in connection with the agreements and arrangements set forth on Section 4.19 business of the Seller’s Disclosure ScheduleCompany. The aggregate annualized base salaries, the only individuals who are employed to provide services in respect target incentive compensation and other compensation opportunities for all Business Employees and a list of the Company are employed by the Companyjob title and hire date and location of employment for each Business Employee have been made available to Buyer.
(b) Neither The Company does not sponsor or maintain, and since the Company nor any other Person is a party to any employment agreement with Seller Acquisition Date has not sponsored or maintained, any Employee Benefit Plan. As of the Closing Date, the Business Employees participate in respect Employee Benefit Plans of employment with an Affiliate of Seller (the Company“Employee Plans”).
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the The Company relating has made available to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none Buyer (i) a list of the foregoing is threatenedEmployee Plans in which one or more Business Employees participate and (ii) an accurate and complete copy of each such Employee Plan, including any amendments thereto.
(d) The No Business Employee is represented by a labor union or similar representative of employees and the Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any a collective bargaining agreement or any other Contract with a labor union or similar agreement representative of employees. In the last two (2) years, there have been no union certification or representation petitions or demands with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable respect to the Employees. Since May 4Company or a Business Employee and, 2001to Seller’s Knowledge, and no union organizing campaign or similar effort is pending or threatened with respect to the Knowledge Company or a Business Employee. To Seller’s Knowledge, there is no legal, administrative or other claim, lawsuit, charge, labor dispute, grievance or arbitration proceeding alleging a violation of any Applicable Law related to labor and employment pending or threatened by or with respect to any Business Employee or any other individual who has provided services with respect to the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the EmployeesCompany.
(e) The Company has complied with all provisions of Law pertaining transactions contemplated by the Transaction Agreements are not reasonably anticipated to the employment of employees, including such Laws relating result in ERISA Liability to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company does not sponsor and is not obligated to contribute to, and does not have any current or potential liability in default with respect to any of its obligations referred to (i) a “multiemployer plan” within the meaning of Section (3)(37) of ERISA, (ii) a “multiple employer plan” as defined in Section 413(c) of the preceding sentence.
Code or (giii) No Employee has notified a “multiple employer welfare arrangement” within the Company in writing that he plans to terminate employment with the Company during the 12 months following the date meaning of this Agreement.Section 3(40)
Appears in 1 contract
Employment Matters. (aThe Schedule of Employees attached hereto as Schedule 9(n) Other than services by employees of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the Company.
(b) Neither the Company nor any other Person is a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth contains a true and complete list of all employees who are employed by Seller and provide services to the Printer Business as of the date of this Agreement (other than Selling Member and Management Personnel), and said list correctly reflects their salaries, wages, other compensation (other than benefits under any: (i) the names and current salaries of all directors and elected and appointed officers employee pension benefit plan (as defined in Section 3(2) of the CompanyEmployment Retirement Income Security Act of 1974, and the family relationshipsas amended ("ERISA")) ("Plan"), if anyincluding, among such individualswithout limitation, any multiemployer plan as defined in Section 3(37) of ERISA ("Multiemployer Plan"); (ii) the wage rates for non-salaried and non-executive salaried employees employee welfare benefit plan (as defined in Section 3(1) of the Company by classification, and ERISA) ("Welfare Plan"); or (iii) bonus, deferred compensation, stock purchase, stock option, severance plan, salary continuation, vacation, sick leave, fringe benefit, incentive, insurance, welfare or similar arrangement ("Employee Benefit Plan")), dates of employment and positions. The Schedule of Employees also contains a true and complete list of all group insurance programs employees whom Buyer and Seller have agreed will be Management Personnel (as defined in effect for the Management Agreement), and a true and complete list of all employees whom Buyer and Seller have agreed will be Company Personnel (as defined in the Management Agreement). With respect to employees of Seller:
(1) There is no pending or threatened unfair labor practice charges or employee grievance charges
(2) There is no request for union representation, labor strike, dispute, slowdown or stoppage actually pending or, to the Company. The Company is not in default with respect to any best of its obligations referred to in the preceding sentenceSeller's and Selling Member's knowledge, threatened against or directly affecting Seller.
(g3) No grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and no claims therefor exist.
(4) The employment of each of Seller's employees is terminable at will without cost to Seller except for payments required under the Plans, Welfare Plans and Employee Benefit Plans and payment of accrued salaries or wages and vacation pay. Except as required by Section 4980B of the Code, Seller has notified the Company in writing that he plans no liability to provide medical benefits to former employees of Seller or their spouses or dependents.
(5) Seller has not taken any actions which were calculated to dissuade any present employees, representatives or agents of Seller from becoming associated with Buyer. To Seller's knowledge, no officer or other key employee of Seller intends to terminate employment with the Company during the 12 months Seller prior to or following the date of this AgreementClosing, other than as contemplated by Section 11(c) hereof.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Tonerserv Corp.)
Employment Matters. (a) Other than services by Neither Metalla nor any of its Subsidiaries (i) is a party to any collective bargaining agreement, or (ii) is subject to any application for certification or, to the knowledge of Metalla, threatened or apparent union-organizing campaigns for employees of the Seller or its Affiliates provided not covered under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the Companya collective bargaining agreement.
(b) Neither the Company Metalla nor any other Person of its Subsidiaries is a party subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or, to the knowledge of Metalla, threatened, or any litigation actual, or to the knowledge of Metalla, threatened, relating to employment agreement with any Employee in respect or termination of employment with of employees or independent contractors. To the Companyknowledge of Metalla, no labour strike, lock-out, slowdown or work stoppage is pending or threatened against or directly affecting Metalla.
(c) There is not presently pending All material amounts due or existing any strikeaccrued due for all salary, slowdownwages, picketingbonuses, work stoppage vacation with pay, workers compensation and other benefits for the period up to June 30, 2023 have either been paid or employee grievances are accurately reflected in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatenedMetalla's financial books and records in all material respects.
(d) The Company is not and since May 4, 2001, and to Neither the Knowledge execution of this Agreement nor the consummation of the Seller before that timeArrangement and the other transactions contemplated in this Agreement will:
(i) result in any payment (including, has not been a party to or bound by any collective bargaining without limitation, bonus, golden parachute, retirement, severance, retiring allowance or similar agreement with payment, or any labor organization other benefit or work rules enhanced benefit) becoming due or practices agreed payable to with any labor organization current or employee association applicable former Metalla Employee;
(ii) increase the rate of wages, salaries, commissions, bonuses, incentive compensation or other remuneration, severance entitlements, or benefits otherwise payable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether current or not it is the exclusive bargaining agent for any of the Employees.former Metalla Employee; or
(e) The Company Neither Metalla nor any of its Subsidiaries currently sponsors, maintains, contributes to or has complied with all provisions of Law pertaining to the employment of employeesany material liability under, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or has not in the aggregatepast five (5) years sponsored, have maintained, contributed to or incurred any liability under a Material Adverse Effect"registered pension plan" or a "retirement compensation arrangement", each as defined under the Tax Act, a "pension plan" as defined under applicable pension benefits standards legislation, or any other plan organized and administered to provide pensions for Metalla Employees or former Metalla Employees.
(f) Section 4.13(f) of the Seller’s The Metalla Disclosure Schedule sets forth Letter contains a true correct and complete list of each Metalla Employee, executive and officer employed by Metalla or its Subsidiaries, whether actively at work or not, showing without names or employment numbers, (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individualstheir job titles, (ii) the salaries or wage rates for non-salaried and non-executive salaried employees of the Company by classificationrates, and (iii) hire dates, (iv) date of birth, (v) status (i.e. full-time, part-time or temporary) and (vi) whether they are subject to a written employment agreement. True and complete copies of all group insurance programs in effect for employees written employment agreements have been provided or made available to Nova. To the knowledge of Metalla, as of the Company. The Company is not in default with respect date hereof, no Metalla Employee has indicated an intention to any of its obligations referred to in the preceding sentenceresign their employment.
(g) No The Metalla Disclosure Letter lists each plan, program, policy, agreement, collective bargaining agreement or other arrangement providing for compensation, severance, deferred compensation, performance awards, stock or stock-based awards, fringe, retirement, death, disability or medical benefits or other employee benefits or remuneration of any kind, including each employment, severance, retention, change in control or consulting plan, program arrangement or agreement, in each case whether written or unwritten or otherwise, funded or unfunded, which is or has been sponsored, maintained, contributed to, or required to be contributed to, by Metalla or any of its Subsidiaries for the benefit of any current or former employee, independent contractor, consultant or director of Metalla or any of its Subsidiaries, or with respect to which Metalla or any of its Subsidiaries has or may have any material liability (collectively, the "Metalla Employee Plans").
(h) Metalla has notified the Company made available to Nova correct and complete copies (or, if a plan is not written, a written description) of all Metalla Employee Plans and amendments thereto in writing each case that he plans to terminate employment with the Company during the 12 months following are in effect as of the date hereof.
(i) Each Metalla Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws; (i) Metalla and its Subsidiaries, where applicable, have timely made all material contributions and other material payments required by and due under the terms of this Agreementeach Metalla Employee Plan and applicable Law, and all benefits accrued under any unfunded Metalla Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with IFRS; (ii) as of the date hereof, there are no material audits, inquiries or legal actions pending or, to the knowledge of Metalla, threatened by any Governmental Entity with respect to any Metalla Employee Plan; and (iii) as of the date hereof, there are no material legal actions pending, or, to the knowledge of Metalla, threatened with respect to any Metalla Employee Plan (in each case, other than routine claims for benefits).
(j) Metalla is in material compliance with all Employment Laws. Neither Metalla nor any of its Subsidiaries is subject to any outstanding grievance, complaint, investigation, or orders under any Employment Law, or any claim for wrongful dismissal, constructive dismissal, unfair labour practice or any other claim or litigation relating to employment or termination of employment or relationships of Metalla Employees or independent contractors which, if adversely determined, would have, or reasonably could be expected to have, a Material Adverse Effect and, to the knowledge of Metalla, no such claims or litigation are threatened.
Appears in 1 contract
Samples: Arrangement Agreement (Metalla Royalty & Streaming Ltd.)
Employment Matters. (a) Other than services by employees of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the Company.
(b) Neither the Company nor any other Person is a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f2.15(a) of the Seller’s Disclosure Schedule sets forth contains a true and complete list of all persons who are employees of Sellers with respect to the Business as of the date of this Agreement and who are not on long term disability under a plan provided or sponsored by Sellers, and sets forth for each such individual the following: (i1) location; (2) employee identification number, (3) title or position (including whether full or part time employee); (4) hire date or seniority date, as applicable; (5) current annual base salary or hourly wage, as applicable; (6) an indication of whether the names employee is exempt or non-exempt under the Fair Labor Standards Act; (7) an indication of whether the employee is eligible for commission, bonus, incentive-based compensation; (8) grade level; (9) an indication of whether the employee is eligible for and current salaries participates in health, dental, disability or life insurance benefits as of the date hereof; and (10) for employees on leave of absence, a brief description of the type of leave being taken (including short term leave for illness, workers’ compensation, military leave, maternity leave, intermittent or continuous leave under the Family and Medical Leave Act of 1993, short-term disability, salary continuation, on layoff with recall rights, furlough), the date upon which leave commenced, and, if known, anticipated return to work date. Within three days prior to the Closing Date, the Sellers will provide an updated version of Section 2.15(a) of the Disclosure Schedule reflecting the above information as of the payroll date immediately preceding the Closing. Sellers have provided true and correct copies of all directors and elected and appointed officers Contracts with independent contractors providing services to the Business. As of the Companypayroll date immediately preceding the Closing, all compensation, including wages, commissions and bonuses, payable to employees or independent contractors of Sellers for services performed in connection with the Business on or prior to that date will have been paid in full, and with respect to compensation, wages and bonuses earned during the family relationshipspayroll period which includes the Closing Date, if any, among Sellers will pay such individuals, (iicompensation on Sellers’ next payroll date immediately following the Closing. Except as set forth on Section 2.15(a) the wage rates for non-salaried and non-executive salaried employees of the Company by classificationDisclosure Schedule, and (iii) all group insurance programs there are no outstanding agreements, understandings or commitments in effect for employees of connection with the Company. The Company is not in default Business with respect to any of its obligations referred to in the preceding sentencecompensation, commissions or bonuses.
(b) Section 2.15(b) of the Disclosure Schedule lists each collective bargaining agreement, side agreement, memorandum or other written understanding with any Union to which any Seller is a party in connection with the Business or the Acquired Assets, including any supplemental pension agreements or participation agreements, and any amendments to such collective bargaining agreements, whether by memorandum of understanding, documented past practice or other written or oral agreement. Except as disclosed in Section 2.15(b) of the Disclosure Schedule, Sellers have not, at any time in the past three years, (1) recognized any union, works council or labor organization (collectively, a “Union”) as the representative of any Business Employees, and, to Sellers’ Knowledge, no Union or group of employees is currently seeking or has sought to organize any Business Employees for the purpose of collective bargaining or (2) experienced any labor strike, lockout, slowdown or other work stoppage. 21
(c) For the last three years, each Seller has complied and is complying with WARN or any other applicable Law respecting reductions in force or the impact on employees of plant closings, mass layoffs or sales of businesses.
(d) In the last six months, no Seller has conducted any material layoff of any Business Employees at any facility related to the Business, and no Seller has conducted any closure of any facility related to the Business.
(e) Since January 1, 2011, Sellers have utilized the Department of Homeland
(f) Since January 1, 2011, Seller 1 has maintained a substance abuse policy at each facility where Business Employees are employed and has complied with the policy in all material respects. (g) No Employee Since January 1, 2011, in relation to the Business and the Acquired Assets, each Seller is and has notified the Company been in writing that he plans to terminate employment compliance with the Company during terms of the 12 months following Collective Bargaining Agreements and all applicable Laws pertaining to employment and employment practices. Since January 1, 2011, there have not been any lawsuits, audits, written notices received by a Seller of administrative actions, proceedings or, to Sellers’ Knowledge, investigations pending, and to Sellers’ Knowledge there are presently no lawsuits, audits, administrative actions, proceedings or investigations threatened to be brought or filed, against any Seller or the date Business by or with any Governmental Entity or arbitrator in connection with the employment of this Agreementany current or former applicant, employee, consultant, volunteer, intern or independent contractor performing services in relation to the Business.
Appears in 1 contract
Employment Matters. (ai) Other than services by employees Target has provided the Initial Investor Group with a correct and complete list, or copies of any relevant agreements, (the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services “Employment Information”) in respect of each Employee, director, independent contractor, consultant and agent of Target who currently provides material services to the Company are employed by the Companyadministration, 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.
(bii) Neither Except as provided for in Section 2.4, there are no Employee Obligations, and no Employee or former Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results by Applicable Law from the Company nor employment of an Employee without an agreement as to notice or severance.
(iii) All amounts due or accrued for all salary, wages, bonuses, commissions, finder’s fees, vacation with pay, and other employee benefits in respect of Employees which are attributable to the period before Closing will be paid at or prior to the Closing Time and are or shall be accurately reflected in the books and records of Target.
(iv) Target is in compliance with all material terms and conditions of employment and in all material respects with all Applicable Laws respecting employment, including 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 Person amounts due or owing pursuant to any workers’ compensation legislation and Target has not been reassessed in any material respect under such legislation and, to the knowledge of Target, no audit of Target is currently being performed pursuant to any applicable worker’s compensation legislation.
(vi) To the knowledge of Target, there are no 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 OHSA currently outstanding.
(vii) Target is not a party to any employment agreement with actual, or to the knowledge of Target pending or threatened application, complaint or other Legal Proceeding under any Employee in respect of employment with the CompanyApplicable Law relating to Employees or former Employees nor is Target aware of, nor is there, any factual or legal basis on which any such Legal Proceeding might be commenced.
(cviii) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting To the Company relating to the alleged violation knowledge of any Law pertaining to labor relations or employment matters, and, to the Seller’s KnowledgeTarget, none of the foregoing Employees is threatened.
(d) The Company is not and since May 4in violation of any non-competition, 2001non-solicitation, and to the Knowledge of the Seller before that time, has not been a party to non-disclosure or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeesthird party.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Employment Matters. (a) Other than services by employees The Disclosure Schedule sets forth a true and complete list, as of the Seller or its Affiliates provided under date of this Agreement, of (i) all the agreements Employees, along with the position and arrangements set forth on Section 4.19 the annual rate of compensation of each such person, and (ii) all the Seller’s Disclosure Schedule, the only individuals Employees who are employed to provide services in respect of the Company are employed by the Companyon leave, short term disability, long term disability or layoff.
(b) Neither Except as set forth in the Company Disclosure Schedules, neither the Seller nor Raydex is, or has been at any other Person is time during the past five (5) years, a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any striketo, slowdown, picketing, work stoppage or employee grievances in processbound by, or negotiating any proceeding against collective bargaining agreement or affecting other Contract with a union, works council, or labor organization (collectively, “Union”), and there is not, and has not been for the Company relating past five (5) years, any Union representing or purporting to represent any employee of the alleged violation of any Law pertaining to labor relations Seller or employment mattersRaydex, and, to the Seller’s Knowledge, none no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Within the past five (5) years, there has 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 Seller, Raydex or any employees of the foregoing is threatenedBusiness. The Seller has no duty to bargain with any Union.
(dc) The Company is not Seller (in respect of the Business) and since May 4Raydex are and have been in compliance in all material respects with the terms of the collective bargaining agreements, 2001if any, and other contracts listed in the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable extent they relate to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such all Laws relating to labor relations, equal employment and opportunities, fair employment practices, except for 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 Seller or Raydex as consultants or independent contractors of the Business are properly treated as independent contractors under all applicable Laws. All employees of the Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified in all material respects. There are no legal actions against the Seller (with respect to the Business) or Raydex pending, or to the Seller’s Knowledge, threatened to be brought or filed, by or with any noncompliance that would notGovernmental Entity or arbitrator in connection with the employment of any current or former applicant, individually employee, consultant or in independent contractor of the aggregateBusiness, have a Material Adverse Effectincluding, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wages and hours or any other employment related matter arising under applicable Laws.
(fd) Section 4.13(f) 2.15 of the Seller’s Disclosure Schedule sets forth the name of each Business Employee on leave or disability and a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers description of the Company, and the family relationships, if any, among type of leave or disability applicable to each such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentenceperson.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Employment Matters. (a) Other than services by employees Section 4.14(a) of the Seller Disclosure Schedule sets forth an accurate and complete list, subject to applicable Law, of all Business Employees along with his or its Affiliates provided under her position, hire date, and compensation and benefits. Each Acquired Entity has complied in all material respects with all applicable Laws relating to labor and employment matters. To Seller’s knowledge, no Business Employee is subject to a Contract that prohibits or restricts such individual’s employment with the agreements and arrangements Acquired Entities. No Business Employee designated as a key employee of the Cariflex Business as set forth on Section 4.19 4.14(a) of the Seller’s Seller Disclosure Schedule, Schedule (the only individuals who are employed “Key Employees”) has indicated in writing that he or she intends to provide services in respect of the Company are employed by the Companyterminate his or her employment with an Acquired Entity.
(b) Neither With respect to each such collective bargaining agreement, there is no material breach or default by any of the Company nor any other Person Acquired Entities. Except as set forth in Section 4.14(b) of the Seller Disclosure Schedule, none of the Acquired Entities is a party required to any employment agreement notify or consult with any Employee union, works’ council or other labor organization in respect of employment connection with the CompanyTransaction.
(c) There is not, and since the Relevant Date through the date hereof there has not presently pending or existing been, any strike, work stoppage, lockout, slowdown, picketingcoordinated refusal to work overtime, work stoppage picketing or employee grievances in processother labor dispute pending, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, andor, to the Seller’s Knowledgeknowledge, none threatened, against any of the foregoing Acquired Entities. None of the Acquired Entities is engaged in any unfair labor practice, and there are not any unfair labor practice charges or complaints against any of the Acquired Entities pending, or, to Seller’s knowledge, threatened.
(d) The Company is not With respect to the Business Employees, Seller and the Acquired Entities are and since May 4the Relevant Date have been in material compliance with all applicable Laws pertaining to employment matters, 2001employment practices and terms and conditions of employment, including without limitation wages, benefits, hours, overtime, discrimination, equal opportunity, harassment, immigration, disability, affirmative action, leaves of absence, rest periods, meal breaks, workers’ compensation, unemployment insurance, occupational health and safety and the collection and payment of withholding and/or social contribution Taxes and similar Taxes, plant closings, mass layoffs and relocations. Seller and the Acquired Entities have paid to each current or former Business Employee or adequately accrued on the Knowledge Financial Statements all wages, salaries, commissions, bonuses, fees, benefits and other compensation due to or on behalf of such Business Employee. There are no liabilities, whether contingent or absolute, of the Seller before Acquired Entities relating to workers’ compensation benefits that time, has are not been fully insured against by a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeesbona fide Third Party insurance carrier.
(e) The Company has complied Section 4.13 and this Section 4.14 constitute the sole and exclusive representations and warranties of Seller with all provisions of Law pertaining respect to the employment of employees, including such Laws matters relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, Cariflex Business and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentenceemployee benefit matters.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Asset and Stock Purchase and Sale Agreement (Kraton Corp)
Employment Matters. (a) Other than services by employees The Vendor has provided to the Purchaser a complete and accurate list of the Seller Employees, together with their titles, service dates, current wages, salaries or its Affiliates provided under hourly rate of pay, benefits, vacation entitlement, commissions and bonus (whether monetary or otherwise) or other compensation paid since the agreements and arrangements set forth on Section 4.19 beginning of the Seller’s Disclosure Schedulemost recently completed fiscal year (including the date of payment if paid since August 31, 2015) or payable to each such Employee and the date upon which each such term of employment became effective if it became effective in the 12-month period prior to the date of the Agreement. The Vendor has provided to the Purchaser a list of Employees on inactive status, including lay-off, short-term disability leave, long-term disability leave, pregnancy and parental leave or other extended absences, or receiving benefits pursuant to workers’ compensation legislation, and specifies the last date of active employment, the only individuals who are employed to provide services in respect reason for the absence and the expected date of the Company are employed by the Companyreturn of each such Employee (if known).
(b) Neither Current and complete copies of all Employment Contracts have been delivered or made available to the Purchaser. Except for those Employment Contracts listed in Section 26 of the Vendor Disclosure Letter, there are no Employment Contracts which are not terminable on the giving of reasonable notice in accordance with applicable Laws, nor are there any Employment Contracts providing for cash, other compensation, benefits or contingent rights on Closing. To the knowledge of the Vendor, no executive employed by the Company nor or any other Person is a party of its Subsidiaries has any plans to any employment agreement with any Employee in respect of employment with the Companyterminate his or her employment.
(c) There is not presently Except as set forth in Section 26 of the Vendor Disclosure Letter, there are no Claims nor, to the knowledge of the Vendor, pending or existing threatened Claims pursuant to any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company Laws relating to the alleged violation of any Law pertaining to labor relations Employees or former employees, including employment standards, human rights, labour relations, occupational health and safety, workers’ compensation, pay equity or employment matters, and, to equity. To the Seller’s Knowledge, none knowledge of the foregoing is threatenedVendor, nothing has occurred which might lead to a Claim under any such Laws. There are no outstanding decisions, Orders or settlements or pending settlements which place any obligation upon the Company or any of its Subsidiaries to do or refrain from doing any act.
(d) The Company is not and since May 4, 2001, and All current assessments under workers’ compensation legislation in relation to the Knowledge Company and its Subsidiaries and all of their respective contractors have been paid or accrued. None of the Seller before that time, Company nor any of its Subsidiaries has been or is subject to any additional or penalty assessment under such legislation which has not been a party to paid or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for given notice of any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeesaudit.
(e) The Company Vendor has complied with all provisions of Law pertaining made available to the employment of employeesPurchaser for review all inspection reports, including such Laws relating workplace audits or written equivalent, made under any occupational health and safety legislation which relate to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to or any of its obligations referred Subsidiaries. There are no outstanding inspection Orders or written equivalent made under any occupational health and safety legislation which relate to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date or any of this Agreementits Subsidiaries.
Appears in 1 contract
Employment Matters. (ai) Other than services by employees The Disclosure Schedules set forth the list of Employees, which indicates: (A) name, title and location of employment; (B) whether such Employee is a manager or executive; (C) the date each Employee was hired; (D) which Employees are subject to a written employment agreement; (E) annual salary or hourly wage at the date of such list; (F) amount of any bonuses paid to each Employee since the end of the Seller Subsidiary’s last completed financial year and before the date of such list; (G) list of all bonuses, incentive schemes, benefits, commissions and other compensation to which each Employee is entitled; (H) vacation days to which each Employee is entitled on the date of such list; (I) hours or its Affiliates provided days earned in lieu of overtime or under the agreements and arrangements set forth on Section 4.19 any other policy of the Seller’s Disclosure ScheduleSubsidiary that permits times to be banked; (J) whether such Employee is on a leave of absence for any reason; (K) which Employees have a Contract that provides for severance, the only individuals who are employed to provide services in respect termination or similar payments or entitlements, including on a change of control of the Company Subsidiary; and (L) which Employees, if any, are employed by subject to any prior disciplinary warnings or actions from the CompanySubsidiary.
(bii) Neither The Disclosure Schedules list: (A) all Contracts with any Employee who is a manager or executive of the Company nor Subsidiary or is being provided with an annual compensation of more than $40,000.00; and (B) all Contracts that provide for severance, termination or similar payments or entitlements of more than $10,000.00, including on a change of control of the Subsidiary.
(iii) Correct and complete copies of all the Contracts set out in the Disclosure Schedules have been uploaded to the Data Room and clearly identified and templates of the Contracts that describe all of the terms of the Contracts relating to the list of Employees set out in the Disclosure Schedules have been made available to the Purchaser.
(iv) All Employees are subject to a written employment Contract with the Subsidiary. No Employees are subject to an oral employment Contract with the Subsidiary, and no Employees have any other Person oral entitlements in addition to their entitlements under their written employment Contracts with the Subsidiary.
(v) The Subsidiary is not currently, and has not been, a party to any employment agreement with any Employee in respect Collective Agreement. No trade union, council of employment with the Company.
(c) There is not presently pending trade unions, employee bargaining agency or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as Affiliated bargaining agent for holds bargaining rights with respect to any of the Employees, no notice including by way of certification, interim certification, voluntary recognition, related employer or successor employer rights, or, to the Company’s Knowledge, has been received from any labor union stating that it has been designated applied or threatened to apply to be certified as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(evi) The Company Subsidiary has complied with all provisions not received a direct or indirect benefit at any time of Law pertaining to any subsidy, support or payment of any kind from any Governmental Authority regarding the employment Employees or Independent Contractors of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have Subsidiary as a Material Adverse Effectresult of Covid-19.
(fvii) Section 4.13(fThe Disclosure Schedules list: (A) of all Persons who are currently performing services for the Seller’s Disclosure Schedule sets forth Subsidiary as Independent Contractors under a true Contract; and complete list of (iB) the names current rate of compensation and current salaries total fees paid during the 12- month period ending on September 30, 2021 of each such Person. Substantially all directors and elected and appointed officers of the CompanyIndependent Contractors provide services to the Subsidiary under standard form agreements, and a copy of each standard form agreement has been made available to the family relationships, if any, among such individuals, Purchaser.
(iiviii) No notice in writing has been received by the wage rates for non-salaried and non-executive salaried employees Subsidiary of the Company any complaint filed by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred Employees or former employees against the Company or any current or former director or officer thereof or, to in the preceding sentenceCompany’s Knowledge, is threatened or pending, claiming or alleging that the Subsidiary has violated any Laws applicable to the employee or human rights or of any complaints or Actions of any kind involving the Subsidiary or any of the Employees before any Governmental Authority, including a labour relations board, tribunal or commission.
(gix) No Employee There has notified been no increase in compensation from the Company in writing that he plans base salary payable to terminate employment with the Company during Employees between the 12 months following Balance Sheet Date and the date of this Agreement.
(x) No Employee or Independent Contractor has communicated in any form or way to the Company or the Subsidiary or its directors or officers that she or he will resign or retire or cease to provide work or services because of the closing of the transactions contemplated by this Agreement.
(xi) There is no notice of Assessment, provisional Assessment, reassessment, supplementary Assessment, penalty Assessment or increased Assessment that the Subsidiary has 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.
(xii) All inspection reports received by the Subsidiary in the past five years under the Occupational Health and Safety Acts have been made available to the Purchaser. There are no outstanding Governmental Orders or any pending charges made under any Occupational Health and Safety Acts relating to the Subsidiary 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 Subsidiary under the Occupational Health and Safety Acts. The Subsidiary has complied with all Governmental Orders issued under the Occupational Health and Safety Acts in all respects.
(xiii) No allegations of sexual harassment or sexual misconduct by any Employee, past employee, Independent Contractor, or current or past shareholder, officer, director or other representative of the Subsidiary have been communicated in any way to the Company or the Subsidiary. The Subsidiary has not entered into any settlement agreement or conducted any investigation related to allegations of sexual harassment or sexual misconduct by an of its Employees, past employees, Independent Contractors, current or past shareholders, directors, officers or other representatives.
(xiv) Except as disclosed in the Disclosure Schedules, no Independent Contractor was paid more than $50,000 in any of the past three financial years of the Subsidiary. Each Independent Contractor, including the Independent Contractors who are listed in the Disclosure Schedules, has been properly classified as an Independent Contractor and the Subsidiary has not received any notice in writing or any oral notice from any Governmental Authority disputing such classification.
Appears in 1 contract
Samples: Arrangement Agreement (Marizyme Inc)
Employment Matters. (a) All written Benefit Plans (or, where oral, written summaries of the material terms thereof) and all current documents related to such Benefit Plans are contained in the Data Room Information, including any current trust and funding agreements and all insurance contracts and policies. Each Benefit Plan permits assumption thereof by the Offeror at the Effective Time without the consent of the participants or any other Person.
(b) The Company Disclosure Letter identifies each Benefit Plan that provides for the deferral of compensation or any acceleration or enhancement of rights, compensation or benefits due to the consummation of the transactions contemplated hereby.
(c) The Data Room Information contains an accurate and complete list of all Employees along with the position, date of hire or engagement, compensation and benefits (other than pursuant to Benefits Plans), accrued but unused vacation leave and service credited for purposes of vesting and eligibility to participate under any Benefit Plan with respect to such Employee.
(d) Except as set out in the Company Disclosure Letter, there are no employment contracts or arrangements which are not terminable on the giving of reasonable notice in accordance with Law, nor are there any management, employment, consulting, retention or like agreements providing for cash payments or other compensation or benefits upon the consummation of the transactions contemplated by this Agreement.
(e) To the knowledge of the Company, no Senior Executive employed by the Company or any of its Subsidiaries has communicated an intention to terminate his or her employment.
(f) Except as set out in the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to any collective agreement, letters of understanding, letters of intent or other written or oral communications with any trade union, council of trade unions, employee association or other labour organization, which relates to any of the Employees. Except as set out in the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is subject to any application for certification, or to the knowledge of the Company, threatened or apparent union organizing campaigns for employees not covered under a collective bargaining agreement. Neither the Company nor any of its Subsidiaries is in material violation of any provision under any collective agreement or under the Labour Relations Code. There is no trade union, employee association or other labour organization, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted connection with the transactions contemplated by this Agreement.
(g) Since August 31, 2003, neither the Company nor its Subsidiaries have experienced any labour strike, picketing, slowdown, lockout, employee grievance process or other work stoppage or labour dispute, nor to the knowledge of the Company is any such action pending or threatened. To the knowledge of the Company, no event has occurred or circumstance exists that may give rise to any such action, nor does the Company or its Subsidiaries contemplate a lockout of any Employees.
(h) Except as disclosed in the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is subject to any claim for wrongful dismissal, constructive dismissal or any other claim or complaint, actual or, to the knowledge of the Company, threatened, or any litigation, actual, or to the knowledge of the Company, threatened, relating to employment or termination of employment of Employees.
(i) The Company and its Subsidiaries are operating in compliance in all material respects with all applicable Laws with respect to employment and labour, including, but not limited to, employment and labour standards, occupational health and safety, workers’ compensation, immigration, human rights, labour relations and privacy and there are no current, pending, or to the knowledge of the Company, threatened proceedings before any board, court or Governmental Authority with respect to any of the areas listed herein.
(j) Except as disclosed in the Company Disclosure Letter, none of the Benefit Plans provide benefits beyond retirement or other termination of service to Employees or former employees or to the beneficiaries or dependants of such employees and no Benefit Plan is a pension plan, top up pension plan or supplemental pension plan, “registered retirement savings plan” (as defined in the Canadian Tax Act), “registered pension plan” (as defined in the Canadian Tax Act) or “retirement compensation arrangement” (as defined in the Canadian Tax Act).
(k) There is no unfunded liability under any Benefit Plan. No event has occurred or circumstance exists that may result (i) in an increase in premium costs of any Benefit Plan that is insured or (ii) an increase in the cost of any Benefit Plan that is self-insured. Other than services routine claims for benefits submitted by employees participants or beneficiaries, no claim against, or proceeding involving, any Benefit Plan or any fiduciary thereof is pending or, to the knowledge of the Seller Company, is threatened, which could reasonably be expected to result in any liability, direct or indirect (by indemnification or otherwise) of the Company or any of its Affiliates provided Subsidiaries to any Governmental Authority or any Person, and no event has occurred or circumstance exists that may give rise to any such liability.
(l) All of the obligations of the Company and its Subsidiaries under the agreements statutory Benefit Plans which the Company or any of its Subsidiaries are required to participate in or comply with and arrangements set forth on Section 4.19 under the Benefit Plans have been satisfied in all material respects, and there are no outstanding defaults or violations thereunder by the Company or any of its Subsidiaries that could result in or give rise to any liability to the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have any knowledge of any such default or violation by any other party to any statutory Benefit Plan which the Company or any of its Subsidiaries are required to participate in or comply with or any Benefit Plan. For greater certainty, all returns, filings, reports and disclosures relating to the statutory Benefit Plan which the Company or any of its Subsidiaries are required to participate in or comply with and the Benefit Plans required pursuant to applicable Laws or the terms of the Seller’s Disclosure ScheduleBenefit Plans have been timely filed or distributed in accordance with all requirements and each statutory Benefit Plan which the Company or any of its Subsidiaries are required to participate in or comply with and each Benefit Plan is, and has been, established, registered, qualified, amended, funded, administered and invested, in compliance with the only individuals who are employed to provide services terms of such Benefit Plan (including the terms of any documents in respect of such Benefit Plan), all Laws and any collective agreement, as applicable.
(m) All employer payments, contributions or premiums required to be remitted or paid to or in respect of each statutory Benefit Plan which the Company or any of its Subsidiaries are employed required to participate in or comply with and each Benefit Plan have been remitted and paid in a timely fashion in accordance with the terms thereof, all applicable actuarial reports and all applicable Laws, and have been fully reflected in line items in the Company’s financial statements. Except as set out in the Company Disclosure Letter, no Taxes, penalties or fees are owing or exigible under or in respect of any statutory benefit plan which the Company or any of its Subsidiaries are required to participate in or comply with or any Benefit Plan.
(n) Since the date on which the Company first became a reporting issuer, all stock options granted by the Company and its Subsidiaries were granted using an exercise price of not less than the closing board lot sale price per share of Shares on the TSX on the trading day immediately preceding the grant date and if there was not a board lot sale on such date, then the last board lot sale prior thereto.
(o) Except as set out in the Company Disclosure Letter, neither the execution of this Agreement nor the consummation of any of the transactions contemplated in this Agreement (either alone or in conjunction with any other event) will:
(i) result in any payment (including without limitation bonus, golden parachute, change of control, retirement, severance, unemployment compensation, or other benefit or enhanced benefit) becoming payable under any Benefit Plan, individual employment Contract or otherwise;
(ii) increase any benefits otherwise payable under any Benefit Plan or any compensation under any contract or agreement;
(iii) entitle any Employee to any job security or similar benefit or any enhanced benefits; or
(iv) result in the acceleration of the time of payment or vesting of any benefits otherwise payable under any Benefit Plan (except for outstanding Options), or result in any Benefit Plan becoming terminable other than at the sole and unfettered discretion of the Company.
(bp) Neither There are no entities other than the Company nor or its Subsidiaries participating in any other Person is a party to any employment agreement with any Employee in respect of employment with the CompanyBenefit Plan.
(cq) There The Company and its Subsidiaries are not required, pursuant to a collective agreement, to contribute to a benefit plan which is not presently pending maintained or existing administered by the Company, any strike, slowdown, picketing, work stoppage or employee grievances in process, of its Subsidiaries or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatenedtheir Affiliates.
(dr) The Company is not and since May 4, 2001, and to To the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers knowledge of the Company, and no event has occurred respecting any registered Benefit Plan which would result in the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees revocation of the Company by classification, and registration of such Benefit Plan (iiiwhere applicable) all group insurance programs in effect for employees or entitle any Person (without the consent of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment with any Benefit Plan, in whole or in part, or which could otherwise reasonably be expected to adversely affect the Company during the 12 months following the date tax status of this Agreementany such Benefit Plan.
Appears in 1 contract
Employment Matters. (a) Other than services Macerich and Stonewood agree that Macerich has not assumed and shall not assume any obligations to (or regarding the employment of), any persons previously or currently employed by employees Stonewood or Stonewood's Manager. As of the Seller or Closing Date, Stonewood shall terminate and shall cause Stonewood's Manager to terminate the employment of all of its Affiliates provided under and Stonewood's Manager's employees employed at the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services Property in respect of the Company are employed by the Companyaccordance with all applicable laws.
(b) Neither Macerich shall not assume, shall not take subject to and shall not be liable for, any liabilities or obligations of any kind or nature, whether absolute, contingent, accrued, known 33 or unknown, to former or current employees of any of Stonewood, Stonewood's Manager: (i) which arise or accrue prior to the Company nor Closing including, without limitation, any other Person is a party to liabilities or obligations of any employment agreement of Stonewood or Stonewood's Manager in connection with any Employee employee benefit plans or collective bargaining agreements, employment agreements or other similar arrangement, any liabilities or obligations with respect to employment arising under any federal, state or municipal statute or common law, or any liabilities or obligations in respect of employment retiree health benefits, and (ii) with respect to severance payments or other termination payments to the Companyextent such employees are either not hired by Macerich at Closing or not hired by Macerich on a permanent basis after the expiration of any probationary period (which probationary period shall not exceed ninety (90) days) (collectively, "Employee Claims"). Stonewood covenants and agrees that no portion of any liability respecting the Employee Claims listed in clause (ii) immediately above shall be passed through or charged to the Tenants either by Stonewood or Stonewood's Manager.
(c) There is As of the Closing Date, Macerich may, at its option, offer employment to any employee of Stonewood on such terms and conditions as may be mutually agreed upon by Macerich and such employees. Stonewood shall use its best efforts to assist Macerich in hiring any such employees with respect to whom Macerich elects to offer employment, and shall provide Macerich with copies of all employment contracts. Stonewood shall not presently pending take any action, directly or existing indirectly, to prevent or discourage any strikesuch employee from being employed by Macerich as of the Closing Date and shall not solicit, slowdowninvite, picketing, work stoppage induce or entice any such employee grievances to remain in process, the employee of Stonewood and/or Stonewood's Manager or any proceeding against or affecting otherwise attempt to retain the Company relating to the alleged violation services of any Law pertaining such employee, except with the prior written consent of Macerich. Stonewood agrees to labor relations consult with Macerich on all material oral or written communications or meetings primarily regarding future employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatenedwith such employees.
(d) The Company is not Notwithstanding anything to the contrary contained herein, the Benefit Amount will be credited against the Purchase Price payable by Macerich at Closing. Macerich shall, from and since May 4after the Closing, 2001be obligated to pay out such Benefit Amount (or to grant sick time or vacation time, as applicable), all to the extent scheduled on Exhibit S-5. Stonewood shall remain responsible for, and pay out the monetary value when due of, any accrued sick time and vacation time for Stonewood's and Stonewood Manager's employees which Stonewood fails to the Knowledge of the Seller before that time, has not been a party disclose pursuant to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the EmployeesSection 8(a)(xx) hereof. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.34
Appears in 1 contract
Employment Matters. (a) Other than services by employees Schedule 3.20(a) contains a list of all Persons who are employees, consultants, or independent contractors of Seller as of the Seller date hereof, and sets forth for each such Person the following: (i) name; (ii) title or its Affiliates provided under the agreements position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; (vi) severance and arrangements set forth on Section 4.19 change in control benefits; and (vii) a description of the Seller’s Disclosure Schedule, the only individuals who are employed fringe benefits provided to provide services in respect each such Person as of the Company date hereof. As of the date hereof, all compensation, including wages, commissions and bonuses, payable to current or former employees, consultants, or independent contractors of Seller for services performed on or prior to the date hereof have been paid in full (or accrued in full on the Closing Net Working Capital Statement) and there are employed by the Companyno outstanding agreements, understandings or commitments of Seller with respect to any commissions, bonuses or increases in compensation.
(b) Neither The Seller is not, and has not been for the Company nor any other Person is past three (3) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been for the past three (3) years, any Union representing or purporting to represent any employment agreement employee of Seller, and, to Seller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting Seller or any of its employees. The Seller has no duty to bargain with any Employee in respect of employment with the CompanyUnion.
(c) There The Seller is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances and has been in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law compliance in all material respects with all applicable Laws pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employeespractices, including such all Laws relating to labor relations, equal employment and opportunities, fair employment practices, except for any noncompliance that would notemployment discrimination, individually 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 Seller as consultants or contractors are properly treated as independent contractors under all applicable Laws. All employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified in the aggregateall material respects. There are no Actions against Seller pending, have a Material Adverse Effect.
(f) Section 4.13(f) of the or to Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the CompanyKnowledge, and the family relationshipsthreatened to be brought or filed, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs or with any Governmental Authority or arbitrator in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment connection with the Company during the 12 months following the date employment of this Agreementany current or former applicant, employee, consultant, volunteer, intern or independent contractor of Seller, 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.
Appears in 1 contract
Employment Matters. (a) Other than services by employees of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure ScheduleExcept as described in Schedule 4.16(a), the only individuals who are employed to provide services in respect of the Company are employed by the Company.
(b) Neither the Company nor any other Person ADI is not a party to any consulting agreement, employment agreement or agreement to lend to, or guarantee any loan to any employee or agreement relating to a bonus, severance pay or similar plan, agreement, arrangement or understanding. To the best knowledge of the Selling Shareholders with no independent due diligence having occurred, ADI has incurred no liability, or taken or failed to take, any Employee action which will result in any liability in respect of employment any failure to comply with the CompanyFair Labor Standards Act or any other applicable laws dealing with minimum wages or maximum hours for any employees, and all payments due from ADI on account of its employee health and welfare insurance, holiday and vacation pay and similar benefits have been paid. ADI is not a party to any collective bargaining agreement governing its employees. There is no pending or threatened election for union representation of ADI's employees. The Selling Shareholders have heretofore delivered to Aquagenix complete and correct copies of all Employment and Consulting Agreements to which ADI is a party or by which it is bound as currently in effect. (b) To the best knowledge of the Selling Shareholders with no independent due diligence having occurred, ADI has complied in all material respects with the requirement of Section 4980B of the Code and Sections 5601 to 608 of ERISA relating to continuation coverage for group health plans and all required form 5500 have been filed on a timely basis. Schedule 4.16(b) lists every pension, savings, retirement, severance, health, insurance or other employee benefit plan (collectively referred to herein as the "Plans") which ADI maintains, or has any obligation to contribute to and describes such obligations to the Plans. Immediately prior to the Closing, but in no event later than the fifteenth day following the day of Closing, ADI shall terminate its Pension Plan listed on Schedule 4.16(b) and at its option may roll-over such accounts to IRAs or other appropriate entities, the cost of such termination and/or roll-over shall be borne by ADI except the Surviving Company shall contribute one-half of the cost therefore or Five Thousand and No/100 Dollars ($5,000.00), whichever is less.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(dSchedule 4.16(c) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true the names, address and complete list of (i) the names and current salaries functions/positions of all directors employees and elected and appointed officers consultants of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentenceADI.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Aquagenix Inc/De)
Employment Matters. (a) Other than services by employees Section 5.6 of the Seller Disclosure Schedule identifies all employees and independent contractors of Timken Alloy who provide services that relate to the Timken Alloy Distribution Business (the “TADB Employees”) as of the date hereof and sets forth each such TADB Employee’s: (A) rate of pay, (B) bonus payments, (C) job title, (D) state of employment, (E) date of hire and intended date of termination if any, (F) annual vacation and sick time allowance, (G) accrued vacation and sick time as of the date of this Agreement, (H) those particulars required to be notified to the Buyer pursuant to Regulation 11 of the Transfer Regulations, and (I) any further particulars of the terms and conditions of employment or its Affiliates provided under engagement between the agreements TADB Employees and arrangements Timken Alloy. Section 5.6 of the Disclosure Schedule sets forth all Contracts between Timken Alloy and any TADB Employee, or Contracts to which Timken or Timken Alloy is bound with respect to the TADB Employees. Except as set forth on in Section 4.19 5.6 of the Seller’s Disclosure Schedule, with respect to the only individuals who TADB Employees, (i) there are employed to provide services in respect no Contracts that will, as a result of the Company are employed transactions contemplated hereby, either require any payment by Timken Alloy or any Consent from any stockholder, officer, director, employee, consultant or independent contractor of Timken Alloy, or result in any change in the Companynature of any rights of any TADB Employee and (ii) no changes to the Contracts, terms and conditions or particulars referred to in sub-paragraph (a) above have been made or proposed whether by Timken Alloy or by any TADB Employee.
(b) Neither Except as set forth in Section 5.6 of the Company nor Disclosure Schedule, with respect to the TADB Employees, (i) Timken Alloy is not delinquent in any payments for any wages, salaries, commissions, bonuses or other Person is a party compensation for any services performed by them through the date of this Agreement or amounts required to any employment agreement with any Employee be reimbursed to the TADB Employees, (ii) Timken Alloy has properly made all deductions, withholding and retentions required to be made in respect of any actual or deemed payment made or benefit provided on or before Closing to the TADB Employees and has accounted for all such deductions withholding and retentions to each relevant tax authority and complied with all its obligations under tax statutes in connection therewith and without prejudice to the generality of the foregoing Timken Alloy has properly operated PAYE in relation to the TADB Employees and Section 5.6 of the Disclosure Schedule contains full details of any dispensation for the purposes of PAYE applicable to and any PAYE settlement agreement entered into pursuant to section 206A of the Taxes Act in relation to the TADB Employees, (iii) no circumstances have arisen under which Timken Alloy is likely to be requested to pay damages for wrongful dismissal or breach of contract, to make any contractual or statutory redundancy payment or make or pay any compensation in respect of unfair dismissal, sex, race, sexual orientation, religion or belief, age or disability discrimination, equal pay, unlawful deduction from wages, or under the Working Time Regulations 1998, the National Minimum Wage Axx 0000, the Maternity and Parental Leave Regulations 1999, the Part-time Workers (Prevention of Less Favorable Treatment) Regulations 2000, the Fixed Term Employees (Prevention of Less Favorable Treatment) Regulations 2002, the Data Protection Axx 0000, the Human Rights Axx 0000 and/or the Flexible Working (Procedural Requirements) Regulations 2002 to any such TADB Employee or under which Timken Alloy is likely to be required to reinstate or re-engage any such former employee, and there are no existing or threatened claims of any nature against Timken Alloy by any TADB Employee, (iv) to the Knowledge of the Company or Timken, no trade union, other individual or organization has taken any action with respect to any TADB Employee concerning union membership, security of employment, recognition or other collective agreement and has not done any act which might be construed as recognition, (v) no material grievance, negotiation or arbitration arising out of or under any collective bargaining agreement, or by or on behalf of any TADB Employee is pending and, to the Knowledge of the Company or Timken, no claim therefore has been asserted against Timken Alloy, (vi) no disciplinary action whether formal or informal has been taken against any such TADB Employee in the 12 month period preceding the date of this Agreement, (vii) no TADB Employee has informed Timken Alloy that he or she will terminate, or, to the Knowledge of the Company or Timken, has an intention of terminating, his or her employment with Timken Alloy, and (viii) Timken Alloy has in relation to each of such TADB Employees complied with all applicable Laws, all collective agreements, workforce agreements or other arrangements, whether oral or in writing, or existing by custom and practice between Timken Alloy and any trade union or any other employees’ representative, and all requirements in respect of the Companypayment of Taxes.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting are no employees of Timken Alloy other than the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried Transferring Employees who will become employees of the Company Buyer on the Deferred Closing Date by classification, and (iii) all group insurance programs in effect for employees virtue of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentenceTransfer Regulations.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Timken Co)
Employment Matters. (a) Other than services Buyer and Seller agree that those executive employment agreements listed under Item 7 of Schedule 3.7 attached hereto (excluding the Executive Agreements) shall be included among the Contracts assumed by employees of Buyer at the Closing, it being understood that: (i) Seller or its Affiliates provided under the agreements and arrangements shall be responsible for any severance benefit obligations set forth therein payable to persons whose employment with Seller is terminated prior to the Closing Date; and (ii) Buyer shall be responsible for any severance benefit obligations set forth therein to persons whose employment with Seller is terminated on Section 4.19 of or after the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the CompanyClosing Date.
(b) Neither Buyer agrees that, on the Company nor any other Person is a party Closing Date, it shall offer employment on an at-will basis to any employment agreement with any Employee in respect persons employed by Seller immediately prior to such date at the Stores or at Seller's administrative home office (but excluding the parties to the Executive Agreements) (it being understood that each offer of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating will be subject to the alleged violation prospective employee agreeing to release Buyer and its Affiliates from any liability for the pre-closing activities of any Law pertaining Seller and its Affiliates). Buyer further agrees to labor relations or offer employment matterson an at-will basis to persons employed by Seller on the Closing Date at Seller's retail grocery stores that are the subject of Non-Assumed Contracts, andon a seniority basis, as positions become available at purchased Stores after the Closing Date, and Richfood agrees to cause Richfood, Inc. to offer employment on an at-will basis to persons employed by Seller on the Closing Date at the Warehouse at Richfood, Inc.'s warehouse in Mechanicsville, Virginia ("Richfood's Warehouse"), on a seniority basis, as positions become available at Richfood's Warehouse after the Closing Date (it being understood that each offer of employment will be subject to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not prospective employee agreeing to release Buyer and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received its Affiliates from any labor union stating that it has been designated liability for the pre-closing activities of Seller and its Affiliates). Offers of employment at the Stores or at such administrative home office shall be based on compensation and benefits in effect at the Stores or such administrative home office, as the bargaining agent case may be, for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for nonsimilarly-salaried and non-executive salaried situated employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following at the date of employment, as amended from time to time thereafter. Offers of employment at Richfood's Warehouse shall be based on compensation and benefits in effect at Richfood's Warehouse for similarly-situated employees at the date of employment, as amended from time to time thereafter. Former employees of Seller who are employed by Buyer or Richfood, Inc. pursuant to this Agreementsubsection shall be granted past service credit for eligibility, vesting (except in the case of any Buyer defined benefit pension plan in which an employee may become eligible to participate) and any service qualifications for benefits, but not for benefit accrual purposes. Except as specifically provided in any Contract assumed by Buyer, Buyer does not undertake to retain or maintain any specific benefit or level of benefits for former employees of Seller after the Closing Date.
Appears in 1 contract
Employment Matters. (a) Other than services by employees The Purchased Companies are in material compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the Seller collection and payment of withholding or its Affiliates provided under the agreements Social Security taxes and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the similar taxes. Neither Purchased Company are employed by the Company.
(b) Neither the Company nor any other Person is a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending labor or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any respecting its employees. No labor organization or work rules or practices agreed to group of employees has made a pending demand for recognition, there are no representation proceedings pending with any a labor organization or employee association applicable to relations tribunal and there is no threatened organizing activity respecting the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classificationPurchased Companies. There are no strikes, and (iii) all group insurance programs in effect for work stoppages, slow-downs, lockouts or other labor disputes respecting the employees of the CompanyPurchased Companies. The Company is not in default with respect There are no complaints, charges, claims or grievances, pending or threatened, arising out of the employment relationships respecting the employees or any former employees of the Purchased Companies. Sellers have heretofore provided to any Buyer a complete and accurate list of its obligations referred to the following information for each employee of the Purchased Companies (including each such employee on leave of absence or layoff status): name; job title; current compensation; accrued vacation; and service credited for benefit purposes. Except as set forth in the preceding sentence.
(g) No Employee has notified Incentive Payment Agreements, no bonuses or other amounts shall be payable to employees of the Company Purchased Companies in writing that he plans to terminate employment connection with the Company during Closing; and as of the 12 months following Closing, the Purchased Companies shall have terminated all of their employees and officers, paid all salaries and bonuses (including incentive payments and stock bonuses) and obtained waivers of all claims against the Purchased Companies. Notwithstanding the above or any other provision in this Agreement, Sellers and WRI represent and warrant that neither WSF nor WRI has any employees as of the date hereof or the Closing, but “leases” all employees from Creative Staffing, Inc.; and all such leases of this Agreementemployees shall be terminated at or prior to the Closing.
Appears in 1 contract
Employment Matters. (a) Other than services by employees Section 4.20 of the Seller Vendor Disclosure Schedule sets forth a complete list of all Employees, together with their titles, service dates and material terms of employment, including current wages, salaries or its Affiliates provided under hourly rate of pay, benefits, vacation entitlement, commissions and bonus (whether monetary or otherwise) or other material compensation paid since the agreements and arrangements set forth on Section 4.19 beginning of the Seller’s most recently completed fiscal year (including the date of payment) or payable to each such Employee and the date upon which each such Employee was first hired by Alliance or Alliance India. Section 4.20 of Vendor Disclosure Schedule, which shall be dated as of a date no earlier than two Business Days prior to the only individuals who are employed Closing Date, shall include the information described in the previous sentence, updated to provide services reflect any departures or new hires. Except as disclosed in respect Section 4.20 of the Company are employed by the CompanyVendor Disclosure Schedule, no Employee is on short-term or long-term disability leave, parental leave, extended absence or receiving benefits pursuant to any similar worker’s compensation legislation.
(b) Neither Except for those Employment Contracts listed in Section 4.20 of the Company nor Vendor Disclosure Schedule, there are no Employment Contracts, management agreements, retention bonuses, Benefit Plans or Employment Contracts providing for cash or other compensation or benefits upon the consummation of the transactions contemplated by this Agreement. There are no disagreements or controversies pending or, to the knowledge of the Vendors, threatened, between either of the Vendors and any other Person is a party to any employment agreement with any Employee in respect of employment with the Companyits Employees.
(c) There is not presently pending or existing are no Claims against either of the Vendors pursuant to any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company Laws relating to the alleged violation of any Law pertaining to labor relations Employees, including employment standards, human rights, labour relations, Occupational Health and Safety Laws, workers compensation, pay equity or employment matters, and, to equity. To the Seller’s Knowledge, none knowledge of the foregoing is threatenedVendors, nothing has occurred which might lead to a Claim against either of the Vendors under any such Laws.
(d) The Company is not and since May 4To the knowledge of the Vendors, 2001no Employees are in violation of any material term of any Employment Contract, and non-disclosure agreement or non-competition agreement or any restrictive covenant to a former employer relating to the Knowledge right of any such Employee to be employed by the Vendors because of the Seller before that time, has not been a party nature of the Business conducted or presently proposed to be conducted by the Vendors or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge use of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any trade secrets or proprietary information of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeesothers.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Alliance Semiconductor Corp /De/)
Employment Matters. (a) Other than services by employees Each of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 Sellers shall use their commercially reasonable efforts to retain all of the Seller’s Disclosure Scheduleemployees engaged in the Business, and to maintain in good standing through the only individuals Closing all relationships and agreements with employees, independent contractors, or consultants necessary to the Business, in each case from the date hereof through the Closing Date and to cooperate with the Purchaser in hiring employees engaged in the Business who are employed offered employment by the Purchaser; provided, that the foregoing shall not require that any Seller offer any compensation or other incentives in addition to provide services in respect the compensation and benefits being provided or required to be provided as of the Company are employed by the Companydate of this Agreement.
(b) Neither The Sellers will terminate all Purchaser Hires as of the Company nor Closing Date. It is the intention of the Purchaser to hire some, and perhaps all, of the persons employed by Sellers in the Business as of the Closing Date. Sellers agree that the Purchaser retains sole and complete discretion with respect to which employees of Sellers the Purchaser shall offer employment. From the date hereof through the Closing, the Sellers shall permit the Purchaser to communicate in writing with the Sellers' employees and consultants, at reasonable times and upon reasonable notice, concerning the Purchaser's plans, operations, business, customer relations, and general personnel matters and to interview the Sellers' employees and consultants and review the personnel records and such other information concerning the Sellers' employees and consultants as the Purchaser may reasonably request (subject to obtaining any legally required written permission of any affected employee or consultant and to other Person is a party applicable law). The Sellers shall be solely responsible for any notification and liability under WARN relating to any employment agreement termination of any of Seller's employees occurring on or after the date of this Agreement. Employees hired by the Purchaser effective on or after the Closing Date shall be referred to herein as a "PURCHASER HIRE." The Sellers shall indemnify and hold Purchaser harmless from any and all damages, liabilities, claims or expenses incurred by the Purchaser as a result of the failure of the Sellers to comply with any Employee of the requirements of WARN, including applicable notice requirements. Sellers will provide Purchaser with copies of all notices to be given to employees regarding the Contemplated Transactions as promptly as practicable (and in respect the case of employment with the Companynotices required by WARN or other statutes, at least five (5) Business Days) in advance of giving such notice to employees.
(c) There is not presently pending Sellers will be responsible for all liabilities for employee or existing any strikeagent compensation and benefits accrued or otherwise arising out of services rendered prior to Closing or arising by reason of actual, slowdownconstructive or deemed termination at Closing. Without limitation of the preceding sentence, picketingon the Closing Date Sellers shall pay all of the Purchaser Hires engaged in the Business the full amount, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, andif any, to the Seller’s Knowledgewhich they may be entitled for any compensation or accrued benefits, none including but not limited to vacation, sick leave or other leave, accrued bonuses and commissions, and for severance benefits. No accrued vacation, sick leave or other leave shall carry over to any employment of the foregoing is threatenedsuch employees by Purchaser.
(d) The Company is not and since May 4, 2001, Purchaser will recognize all years of service of the Purchaser Hires with the Sellers for purposes of eligibility to participate in and to vest under those employee benefit plans, within the Knowledge meaning of Section 3(3) of ERISA, of the Purchaser in which the Purchaser Hires are eligible to participate in after the Closing Date. The Purchaser shall recognize all years of service of the Purchaser Hires with the Seller before that timefor purposes of vacation accrual under the Purchaser's vacation policies, has not been a party subject to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association the pro-rating schedules applicable to new employees of Purchaser as described in Purchaser's "Paid Time Off" policy. The Purchaser shall cause all pre-existing condition exclusions under any medical and dental plans made available by the Employees. Since May 4Purchaser to Purchaser Hires to be waived in respect of such employees and dependents, 2001, and but only to the Knowledge extent Seller's medical and dental plans recognize such Purchaser Hires and their dependents as having satisfied any pre-existing conditions exclusion under Seller's medical and dental plans. The Purchaser shall take commercially reasonable efforts to ensure that the medical and dental plans made available by Purchaser to Purchaser Hires credit such Purchaser Hires' and their dependents with the amount of deductibles satisfied under the Seller before that time, no labor union has been certified by Sellers' medical and dental plans in the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeessame plan year.
(e) The Company has complied Purchaser shall be responsible for providing continuation coverage as required by COBRA, under a group health plan maintained by the Purchaser, to those employees of the Sellers engaged in the Business and other qualified beneficiaries under COBRA with all provisions of Law pertaining respect to the employment of such employees, including such Laws relating who have a COBRA qualifying event (due to labor relations, equal termination of employment and fair employment practices, except for any noncompliance that would not, individually with the Sellers or otherwise) prior to or in connection with the aggregatetransactions contemplated by this Agreement (the "CONTINUEES"). The Purchaser shall indemnify and hold Seller harmless from any and all damages, have liabilities, claims or expenses incurred by the Seller as a Material Adverse Effectresult of the failure of the Purchaser to comply with any of the requirements of COBRA, including applicable notice requirements.
(f) No provision of this Section 4.13(f5.13 shall create any third party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of the Seller’s Disclosure Schedule sets forth a true and complete list Seller or of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred subsidiaries in respect of continued employment (or resumed employment) with either the Business, the Purchaser any of its Affiliates and no provision of this Section 5.13 shall create any such rights in any such Persons in respect of any benefits that may be provided, directly or indirectly, under any of Seller's Plans or any plan or arrangement which may be established by the Purchaser or any of its Affiliates. No provision of this Agreement shall constitute a limitation on rights to in amend, modify or terminate after the preceding sentenceClosing Date any such plans or arrangements of the Purchaser or any of its Affiliates.
(g) No Employee has notified the Company in writing that he plans Purchaser shall assume all responsibilities and take all action necessary to terminate employment with the Company during the 12 months following the date of this Agreementobtain any required H-1 Visas for any Purchaser Hires.
Appears in 1 contract
Samples: Asset Purchase Agreement (GST Telecommunications Inc)
Employment Matters. (a) Other than services Buyer and Sellers agree that Sellers shall be solely responsible for all liabilities or obligations with respect to the employment by Sellers of the Employees and any former employees of the Sellers, including but not limited to any claims by an Employee or former employee arising from his or her employment by a Seller or its Affiliates provided from the termination of his or her employment by a Seller. Without limiting the generality of the foregoing sentence, Sellers shall be solely responsible for Sellers’ employment of the Employees and former employees or the termination of such employment, including with respect to (i) all liabilities, obligations and claims arising from any employment agreement, collective bargaining agreement, severance policy or agreement, bonus or vacation policy or agreement; (ii) all liabilities, obligations and claims arising under the agreements Employee Benefit Plans; (iii) all liabilities, obligations and arrangements set forth on Section 4.19 claims arising under any employment policy of Sellers or any applicable state or federal labor or employment Law (including but not limited to all Laws pertaining to discrimination, workers’ compensation, unemployment compensation, occupational safety and health, unfair labor practices, family and medical leave, and wages, hours or employee benefits; and (iv) any grievances, arbitrations or unfair labor practice charges relating to any applicable collective bargaining agreement or labor-related Law. Buyer agrees that it will hire a sufficient number of Sellers’ employees to prevent the application of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the CompanyWARN Act.
(b) Neither Sellers and the Company nor Employee Benefit Plans that are “group health plans” as defined in Treasury Regulation § 54.4980B-2 shall be solely responsible for complying with the requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code for any individual who is an “M&A qualified beneficiary” as defined in Q/A-4 of Treasury Regulation § 54.4980B-9 as a result of the transactions contemplated by this Agreement and any other Person is Employee, former employee or “qualified beneficiary” as defined in Treasury Regulation § 54.4980B-3 who has a party to any employment agreement with any Employee “qualifying event” as defined in respect of employment with Treasury Regulation § 54.4980B-4 on or before the CompanyClosing Date.
(c) There is not presently pending or existing any strikeSellers shall terminate, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none as of the foregoing is threatenedClosing, the employment of all of the Employees identified on Schedule 8.7(c). Sellers shall satisfy all compensation, severance pay, bonus and vacation payments and other obligations under the Employee Benefit Plans, the employment policies of Sellers or applicable Law with respect to such Employees (as well as for all Employees or former employees who are not listed on Schedule 8.7(c)) and their respective dependents and beneficiaries.
(d) The Company Buyer hereby advises Sellers that Buyer expects to offer employment, effective on the Closing Date, to all those employees of Sellers identified on Schedule 8.7(c) who are actively at work immediately before the Closing and who satisfy Buyer’s standard pre-employment screening process and criteria. Each such Employee who receives an offer of employment from Buyer and who satisfies Buyer’s standard pre-employment screening process and criteria and who accepts such offer is referred to as a “Transferred Employee.” Buyer shall not assume any liability with respect to any Employee (or his or her dependents and since May 4, 2001, and to the Knowledge of the Seller before that time, has beneficiaries) who does not been become a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the EmployeesTransferred Employee.
(e) The Company has complied with all provisions of Law pertaining to After the employment of employeesClosing Date and until the date that is six months after the Closing Date (i) each Transferred Employee shall receive a base salary or base hourly wage that is, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have substantially similar to the base salary or base hourly wage that the Transferred Employee received from Seller immediately before the Closing, (ii) each Transferred Employee and his or her eligible dependents or beneficiaries shall be eligible to participate in the employee benefit plans made available to other similarly situated employees of Buyer and its Affiliates (the “Buyer Benefit Plans”); provided, however, that no Transferred Employee shall be eligible to participate in a Material Adverse Effectdefined benefit pension plan and (iii) each Transferred Employee and his or her eligible dependents or beneficiaries shall be eligible to participate in a “group health plan” as defined in Treasury Regulation § 54.4980B-2 effective as of the Closing Date without any waiting period or pre-existing condition exclusion. Buyer Benefit Plans shall recognize each Transferred Employee’s service with Sellers for purposes of eligibility to participate and vesting; provided, that such service will not be recognized to the extent that the crediting of such service would result in a duplication of benefits or to the extent that such service is not recognized under the corresponding Employee Benefit Plan.
(f) Buyer and Buyer Benefit Plan that is a “group health plan” as defined in Treasury Regulation § 54.4980B-2 shall be responsible for complying with the requirements of Part 6 of Title I of ERISA and Section 4.13(f) 4980B of the Seller’s Disclosure Schedule sets forth Code for any Transferred Employee or “qualified beneficiary” as defined in Treasury Regulation § 54.4980B-3 who has a true and complete list of (i) “qualifying event” as defined in Treasury Regulation § 54.4980B-4 after the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentenceClosing Date.
(g) No The provisions of this Section 8.7 are for the sole benefit of the parties to this Agreement and nothing herein, express or implied, is intended or shall be construed to confer upon or give to any person (including, for the avoidance of doubt, any Employee has notified or any dependent or beneficiary of an Employee), other than the Company in writing that he plans to terminate employment with the Company during the 12 months following the date parties hereto and their respective permitted successors and assigns, any legal or equitable or other rights or remedies under or by reason of any provision of this Agreement. Nothing contained herein, express or implied (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement (including, without limitation, any Employee Benefit Plan or any Buyer Benefit Plan); (ii) shall alter or limit a Seller’s or Buyer’s ability to amend, modify or terminate any benefit plan, program, agreement or arrangement (including without limitation, any Employee Benefit Plan or any Buyer Benefit Plan) or (iii) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment.
Appears in 1 contract
Samples: Asset Purchase Agreement (Armada Hoffler Properties, Inc.)
Employment Matters. (a) Other than services by employees of the Seller or its Affiliates provided under the agreements and arrangements Except as set forth on Section 4.19 Part 2.18(a) of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the Company.
(b) Neither the Company nor any other Person Seller is not a party to any employment labor or collective bargaining agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending and there are no labor or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating collective bargaining agreements which pertain to the alleged violation Transferred Employees. There has been no organizing activity involving the Seller pending since January 1, 2020 to the date of any Law pertaining to labor relations or employment mattersthis Agreement, andor, to the Seller’s Knowledge, none threatened by any labor organization or group of Transferred Employees.
(b) Except as set forth on Part 2.18(b) of the foregoing Disclosure Schedule, there has been no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations since January 1, 2020 to the date of this Agreement or (ii) material grievances or other material labor disputes pending since January 1, 2020 to the date of this Agreement or, to the Seller’s Knowledge, threatened by or on behalf of any Transferred Employee or group of Transferred Employees of the Seller.
(c) There are no material complaints, charges or claims against the Seller pending or, to the Seller’s Knowledge, threatened that could be brought or filed, with any Governmental Body based on, arising out of, in connection with or otherwise relating to the employment or termination of employment, or failure to employ by the Seller, of any individual in connection with the Business. Except as set forth on Part 2.18(c) of the Disclosure Schedule, the Seller is threatenedcurrently in compliance in all material respects with all applicable legal requirements relating to the employment of the Transferred Employees, including those related to wages, hours, collective bargaining, labor, and the payment and withholding of Taxes and other sums required to be withheld.
(d) The Company is not Seller has made available to the Purchaser an accurate and since May 4complete list of all Designated Employees (on an anonymized basis if required by applicable Law), 2001setting forth such Person’s (i) name, (ii) current job title, (iii) location of employment, (iv) 2022 annual salary, (iv) current annual salary, (v) length of employment with the Seller, and to the Knowledge of the Seller before that time(vi) 2022 bonus, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeesif any.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(fExcept as set forth on Part 2.18(e) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) on an anonymized basis if required by applicable Law), the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company Seller is not in default party to any material written or oral employment, retention, service or consulting agreement relating to any one or more Transferred Employees; provided that with respect to any such agreements that are terminable at will and without penalty on less than 30 days’ notice, without severance, change in control or similar payments or benefits, only the forms thereof need to be listed on Part 2.18(e) of its obligations referred to in the preceding sentenceDisclosure Schedule.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Employment Matters. (a) Other than services by employees Except as set forth in Section 4.14(a) of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 Mosaic Disclosure Schedules, each of the Seller’s Disclosure ScheduleSubject Companies is and during the past four (4) years has been in compliance, in all material respects, with all applicable laws governing the only individuals who are employed employment of labor, including all contractual commitments and all such laws relating to provide services discrimination or harassment in respect employment; terms and conditions of employment; termination of employment; wages; overtime classification; hours; meal and rest breaks; occupational safety and health; plant closings; employee whistle-blowing; immigration and employment eligibility verification; employee privacy; defamation; background checks and other consumer reports regarding employees and applicants; employment practices; negligent hiring or retention; affirmative action and other employment-related obligations on federal contractors and subcontractors; classification of employees, consultants and independent contractors; labor relations; collective bargaining; unemployment insurance; the Company are employed by the Companycollection and payment of withholding and/or social security taxes and any similar tax; employee benefits; and workers’ compensation (collectively, “Employment Matters”).
(b) Neither Each of the Subject Companies: (i) has taken reasonable steps to properly classify and treat all of their employees as “employees” and independent contractors as “independent contractors”; (ii) has taken reasonable steps to properly classify and treat all of their employees as “exempt” or “nonexempt” from overtime requirements under applicable law; (iii) has maintained legally adequate records regarding the service of all of their employees, including, where required by applicable law, records of hours worked; (iv) is not delinquent in any material payments to, or on behalf of, any current or former employees or independent contractors for any services or amounts required to be reimbursed or otherwise paid; (v) has withheld, remitted, and reported all material amounts required by law or by agreement to be withheld, remitted, and reported with respect to wages, salaries and other payments to any current or former independent contractors or employees; and (vi) is not liable for any material 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 any current or former independent contractors or employees (other than routine payments to be made in the Ordinary Course of Business).
(c) Except as set forth in Section 4.14(c) of the Mosaic Disclosure Schedules, there are no, and in the past four (4) years there have been no, pending, or to the Mosaic Parties’ Knowledge, threatened lawsuits, arbitrations, administrative charges, controversies, grievances or claims by any employee, independent contractor, former employee, or former independent contractor of any Subject Company nor before any Governmental Authority relating to any Employment Matters.
(d) Except as set forth in Section 4.14(d) of the Mosaic Disclosure Schedules, there are no, and in the past four (4) years there have been no, pending, or to the Mosaic Parties’ Knowledge, threatened investigations or audits by any Governmental Authority relating to any Employment Matters of any Subject Company. No Subject Company is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to any Employment Matters.
(e) Except as set forth in Section 4.14(e) of the Mosaic Disclosure Schedules, no Subject Company is a party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other Person labor-related agreement or arrangement with any labor union, trade union or labor organization. Except as set forth in Section 4.14(e) of the Mosaic Disclosure Schedules, no employees of any Subject Company are represented by any labor union, trade union or labor organization with respect to their employment with any Subject Company. No labor union, trade union, labor organization or group of employees of any Subject Company has made a pending demand (in writing) for recognition or certification, and there are no representation or certification Proceedings or petitions seeking a representation Proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. To the Mosaic Parties’ Knowledge, there are no union organizing activities with respect to any employees of any Subject Company. There has been no actual, or to the Mosaic Parties’ Knowledge, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting any Subject Company. No Subject Company is engaged in, or during the past four years has engaged in, any unfair labor practice, as defined in the National Labor Relations Act or other applicable laws.
(f) No Subject Company is a party to any employment agreement with any Employee in respect of employment contract or subcontract with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, United States government or any proceeding against department or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would notagency thereof that, individually or in the aggregate, have a Material Adverse Effect.
(f) trigger any obligations under Executive Order 11246, Section 4.13(f) 503 of the Seller’s Disclosure Schedule sets forth a true Rehabilitation Act of 1973, or the Vietnam Era Veterans’ Readjustment Assistance Act, and complete list no customers are using the products or services of (i) any Subject Company to perform services or provide goods for the names and current salaries of all directors and elected and appointed officers United States government or any department or agency thereof, or have included any reference to federal contracting, subcontracting or supplying, or otherwise referenced Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, or the Vietnam Era Veterans’ Readjustment Assistance Act, in any Contract with any Subject Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence.
(g) No Employee Since the enactment of the WARN Act, no Subject Company has notified 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 or facility of such Subject Company; or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of such Subject Company; and no Subject Company has been affected by any transaction or engaged in writing layoffs or employment terminations sufficient in number to trigger application of any similar state or local law. Except as set forth in Section 4.14(g) of the Mosaic Disclosure Schedules, no employee of any Subject Company has suffered an “employment loss” (as defined in the WARN Act) within the past six (6) months.
(h) Each employee of any Subject Company is (i) a United States citizen, (ii) a United States national, (iii) a lawful permanent resident of the United States, or (iv) an alien authorized to work in the United States either specifically for such Subject Company or for any United States employer. Each Subject Company has completed a Form I-9 (Employment Eligibility Verification) for each employee hired since November 6, 1986, and each such Form I-9 has since been updated as required by applicable Law and, to the Mosaic Parties’ Knowledge, is correct and complete. For each employee of a Subject Company employed in the United States, an authorized official of such Subject Company has reviewed the original documentation relating to the identity and employment authorization of such employee in compliance with applicable law and such documentation appeared, to such official, to be genuine on its face and to relate to the employee presenting such documentation. Further, where required by applicable law, each Subject Company utilizes E-Verify pursuant to the terms of the E-Verify Memorandum of Understanding.
(i) To the Mosaic Parties’ Knowledge, (i) no employee or independent contractor of any Subject Company is in violation of any term of any employment contract, consulting contract, non-disclosure agreement, common law non-disclosure obligation, non-competition agreement, non-solicitation agreement, proprietary information agreement or any other agreement relating to confidential or proprietary information, intellectual property, competition, or related matters; and (ii) the continued employment by a Subject Company of their respective employees, and the performance of the contracts with a Subject Company by their respective independent contractors, will not result in any such violation. Neither the Mosaic Manager nor any Subject Company has received any notice alleging that he plans any such violation has occurred within the past four (4) years.
(j) The Mosaic Parties have made available to terminate Parent all material written personnel policies, rules and procedures applicable to employees that have been adopted by any Subject Company.
(k) Section 4.14(k)(i) of the Mosaic Disclosure Schedules sets forth a true, correct and complete listing, as of the date specified therein, of the name of each individual employed by any Subject Company, together with such employee’s position or function; annual base salary or wage; status as “exempt” or “nonexempt” for employment classification purposes; accrued leave as of the date specified therein; any incentive or bonus arrangements with respect to such employee; and any severance potentially payable to such employee upon termination of employment. Section 4.14(k)(ii) of the Mosaic Disclosure Schedules sets forth a true, correct and complete listing, as of the date specified therein, of the name of each individual engaged by any Subject Company as an independent contractor, together with such individual’s compensation arrangement with the Subject Company during and whether such individual has entered into a written agreement regarding his or her contractor engagement. Except as set forth in Section 4.14(k)(iii) of the 12 months following Mosaic Disclosure Schedules, the date employment of this Agreementeach employee of any Subject Company and the engagement of each independent contractor of such Subject Company is terminable at will by such Subject Company without any penalty, liability, severance obligation incurred by any Subject Company.
(l) In the last four (4) years, (i) to the Mosaic Parties’ Knowledge, no allegations of sexual harassment, sexual assault, sexual misconduct, gender discrimination or similar behavior (a “Sexual Misconduct Allegation”) have been made against any employee or independent contractor of any Subject Company, and (ii) no Subject Company has 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 directly or indirectly to any Sexual Misconduct Allegation against such Subject Company.
Appears in 1 contract
Employment Matters. (a) Other than services by Seller shall terminate all employees of the Business who are actively at work on the Closing Date (and terminate any co-employment arrangement of such employees with a professional employer organization), and, at Buyer’s sole discretion, Buyer may offer employment, on an “at will” basis, to any or all of such employees on terms and conditions as determined by Buyer in its sole discretion. The employees of the Business who accept employment with Buyer are referred to as “Hired Employees”. Seller or its Affiliates provided will use all commercially reasonable efforts to assist Buyer with the transition of all Hired Employees to Buyer. Seller shall bear any and all obligations and liability under the agreements and arrangements set forth on WARN Act resulting from employment losses pursuant to this Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the Company6.15(a).
(b) Neither the Company nor Seller shall be solely responsible, and Buyer shall have no obligations whatsoever, for any compensation or other Person is a party amounts payable to any employment agreement current or former employee, officer, director, independent contractor or consultant of Seller, including, without limitation, hourly pay, commission, bonus, salary, accrued but unused vacation or paid time off, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with Seller at any Employee in respect time on or prior to the Closing Date and Seller shall pay all such amounts to all entitled Persons on or prior to the Closing Date and all such amounts shall be Retained Liabilities for purposes of employment with the Companythis Agreement.
(c) There is not presently pending Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health, accident, disability or existing other welfare benefits brought by or in respect of current or former employees, officers, directors, independent contractors or consultants of Seller or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date, whether such claims are reported before or after such date. Seller also shall remain solely responsible for all worker’s compensation claims of any strikecurrent or former employees, slowdownofficers, picketingdirectors, work stoppage independent contractors or employee grievances in processconsultants of Seller which relate to events occurring on or prior to the Closing Date. Seller shall pay, or any proceeding against or affecting the Company relating cause to be paid, all such amounts to the alleged violation appropriate Persons as and when due, and all such amounts shall be Retained Liabilities for purposes of this Agreement. Seller shall be solely responsible, and Buyer shall have no obligations whatsoever, for providing, or causing the professional employer organization engaged by Seller prior to Closing to provide, continuation of coverage under an Employee Benefit Plan pursuant to COBRA or similar state Law to any Law pertaining employees or other service providers who do not become Hired Employees, including any obligation to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatenedprovide notices thereunder.
(d) The Company is not and since May 4, 2001, and Notwithstanding anything to the Knowledge of the Seller before that timecontrary herein, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or nothing contained in the aggregate, have a Material Adverse Effect.
(f) this Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of 6.15 shall (i) the names and current salaries of all directors and elected and appointed officers of the Companyconfer upon any Person any rights, and the family relationshipsremedies or claims, if anyincluding third party beneficiary rights or rights to employment with Buyer or Seller or an Affiliate thereof, among such individuals, or (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to obligate Buyer or any of its obligations referred Affiliates to in the preceding sentenceadopt or maintain any particular compensation or benefit plan, policy, Contract, program or arrangement.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Digerati Technologies, Inc.)
Employment Matters. (a) Other than services by employees Buyer will offer to each employee of the Seller or VCW Business (the "VCW Employees") employment in a position of comparable seniority and at least the same pay as that received by each such VCW Employee immediately prior to the Closing Date. Each VCW Employee who is tendered and accepts Buyer's offer of employment will be referred to as a "Transferred Employee." Buyer agrees not to terminate any Transferred Employee during the three (3) month period following the Closing Date except for cause. Buyer will provide the Transferred Employees with the same benefits it provides to its Affiliates provided under other employees in similar positions, subject to any changes that Buyer may negotiate with any union, which may be the agreements and arrangements set forth on Section 4.19 collective bargaining representative of any of the Seller’s Disclosure ScheduleTransferred Employees. Furthermore, for a one year period commencing on the only individuals who are employed Closing Date, Buyer will agree to provide services pay severance to any Transferred Employee terminated by Buyer (other than a Transferred Employee terminated for cause) during such one year period in respect an amount equal to two weeks' pay for each year of service to Seller and Buyer up to a maximum of the Company Transferred Employee's annual salary, but in no event less than three month's pay or such amount required to be paid under a collective bargaining agreement, if applicable. Any severance payment provided for herein shall be payable in a lump sum and shall be based on the salary payable to the Transferred Employee at the time of the termination of employment. Seller shall reimburse Buyer for all severance costs for the first five (5) Transferred Employees that are employed terminated without cause between the Closing Date and one year after the Closing Date. Seller agrees to indemnify, defend and hold harmless Buyer with respect to any and all compensation, severance and/or employee benefits claims by any current or former employee (or any spouse, former spouse, dependent or former dependents of any such current or former employee) of Seller accruing prior to the CompanyClosing Date.
(b) Neither Subject to Seller's obligations to comply with applicable labor laws, rules and regulations, Seller agrees that it will not make, or agree to, any material changes to its last and best offer in connection with the Company nor collective bargaining agreement submitted to the Union in August, 2000 without consulting Buyer. In the event that after the Closing Date, Buyer terminates the employment of any other Person Transferred Employee who is represented by a party to any employment agreement collective bargaining representative, Buyer shall pay severance benefits in accordance with any Employee collective bargaining agreement, if applicable, in respect lieu of employment with the Companyseverance payments provided in subsection (a) above.
(c) There is Effective immediately after the Closing Date, all Transferred Employees shall be eligible to participate in Buyer's employee benefit plans, including, but not presently pending limited to, the defined benefit pension (the "Buyer's Pension Plan") and 401(k) savings plan (the "Buyer's Savings Plan") maintained by Buyer, in accordance with the terms of such plans unless and until different benefit plans are negotiated with an applicable collective bargaining representative. Buyer agrees to amend its employee benefit plans to provide that service completed by Transferred Employees while employed by the Seller or existing any strike, slowdown, picketing, work stoppage its predecessor or its affiliates shall be recognized under Buyer's employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation benefit plans for purposes of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none determining eligibility for participation and vesting of the foregoing is threatenedbenefits.
(d) The Company is not Effective immediately after the Closing Date, all Transferred Employees shall be eligible to participate in the Buyer's Savings Plan, unless and since May 4until different benefit plans are negotiated with any applicable collective bargaining representative. Effective as of the Closing Date, 2001, and Seller shall amend Seller's Savings Plan to provide that all Transferred Employees shall be fully vested in their account balances thereunder. Seller shall cause the trustees of the Seller's Savings Plan to transfer to the Knowledge trustees of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable Buyer's Savings Plan the aforementioned fully vested account balances of the Transferred Employees to the EmployeesBuyer's Savings Plan as soon as practicable following the Closing Date but in no event more than 150 days following the Closing Date ("Transfer Date") and Buyer shall cause the trustees of the Buyer's Savings Plan to accept such transfer of the account balances. Since May 4In no event shall the amount transferred be less than the amount required to be transferred to satisfy Sections 401(a)(12) and 414(1) of the Code. The transfer of the Transferred Employees account balances shall be in cash, 2001, and except that the account balances or portions thereof invested in notes representing participant loans shall be transferred in-kind to the Knowledge Buyer's Savings Plan (except for mortgage loans, which shall not be transferred to the Buyer's Savings Plan). Buyer agrees to provide Seller with evidence that the Buyer's Savings Plan is qualified under Section 401(a) of the Code and Seller before agrees to provide Buyer with evidence that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any Seller's Savings Plan is qualified under Section 401(a) of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the EmployeesCode.
(e) The Company has complied Effective as of the Closing Date, all Transferred Employees shall cease benefit accruals in the Seller's Pension Plan and Seller shall amend Seller's Pension Plan to provide that all Transferred Employees shall be fully vested in their accrued benefits as of the Closing Date. Effective immediately after the Closing Date, all Transferred Employees shall be eligible to participate in the Buyer's Pension Plan, unless and until different benefit plans are negotiated with all provisions any applicable collective bargaining representative. Seller shall cause the trustees of Law pertaining the Seller's Pension Plan to transfer to the employment trustees of employeesthe Buyer's Pension Plan the assets and liabilities attributable to the Transferred Employees (as described below) as soon as practicable following the Closing Date but in no event more than 150 days following the Closing Date (the "Transfer Date") and Buyer shall cause the trustees of the Buyer's Pension Plan to accept such transfer of assets and liabilities. The amount transferred to the Buyer's Pension Plan shall equal the Accumulated Benefit Obligation as defined below for the Transferred Employees as of the Closing Date, increased by 7 3/4% interest from the Closing Date to the date of transfer, and decreased by the amount of any benefit payments to the Transferred Employees after the Closing Date but prior to the date of transfer. The Accumulated Benefit Obligation for the Transferred Employees shall be determined by using the accumulated benefits obligation methodology of Statement of Financial Accounting Standards No. 87, on the basis of (i) each participant's age, years of vesting service and years of benefit accrual service on the Closing Date, and (ii) the actuarial assumptions and methods used for determining the accumulated benefits obligation as of the January 1, 2000 actuarial report for the Seller's Pension Plan including the lump sum distribution assumption of 50%; provided, however, that the discount rate shall instead be a rate midway between the GATT annual interest rate for the month prior to the month during which the Closing Date occurs and 7 3/4%. In no event shall the amount transferred be less than the amount required to be transferred to satisfy Sections 401(a)(12) and 414(1) of the Code. The calculation of the above described present value of accrued benefits shall be made by an actuary designated by the Seller and shall be reviewed and approved by an actuary designated by the Buyer (which approval shall not be unreasonably withheld). The Seller shall cooperate fully in the gathering of any necessary data to be used by the respective actuaries and shall certify or cause the certification of the accuracy of such data to the actuaries. The costs and expenses of any third party engaged to perform services with regard to this section shall be paid by the party engaging such third party. Seller shall cause the plan administrator of the Seller's Pension Plan and Buyer shall cause the plan administrator of the Buyer's Pension Plan to make such timely filings as may be required by the Internal Revenue Service with respect to the transfer of assets and liabilities, including such Laws relating Forms 5310-A. Buyer agrees to labor relations, provide Seller with evidence that Buyer's Pension Plan is qualified under Section 401(a) of the Code and Seller agrees to provide evidence to Buyer that Seller's Pension Plan is similarly qualified under Section 401(a) of the Code. Buyer's Pension Plan will provide that each Transferred Employee will be entitled to a benefit at least equal employment and fair employment practices, except for any noncompliance that would not, individually or in to his accrued benefit under the aggregate, have a Material Adverse EffectSeller's Pension Plan as of the Closing Date.
(f) Section 4.13(f) of With respect to any medical, dental, prescription drug, vacation, death, accidental death and dismemberment, short-term disability and long-term disability benefit plans maintained by Buyer for its employees, immediately after the Seller’s Disclosure Schedule sets forth a true and complete list of Closing Date, the Transferred Employees shall participate in such plans (i) the names without any waiting periods , exclusions due to pre-existing conditions and current salaries without any evidence of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.insurability; and
Appears in 1 contract
Samples: Asset Sale Agreement (Nui Corp)
Employment Matters. (a) Other than services Except as set forth in Exhibit 9, with respect to the Business, (i) the Seller is not a party to any collective bargaining agreement, recognition agreement or other labor union contract applicable to persons employed by the Seller; (ii) there are no grievances or demands for arbitration or pending arbitration cases outstanding against the Seller, of which the Seller has received notice, under any such agreement or contract which would have a Material Adverse Effect; (iii) there are no unfair labor practice complaints or petitions for election pending against the Seller before the National Labor Relations Board or any other federal or state commission or agency, of which the Seller has received notice which would have a Material Adverse Effect; (iv) the Seller has no knowledge of any strikes, picketing or threats to picket, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any employees of the Seller; and (v) Seller is not in default of any collective bargaining agreement or its Affiliates provided under labor union contract or term or provision of any labor contract and has not violated any laws, regulations, orders or contract terms, affecting the agreements and arrangements set forth collective bargaining rights of employees that would have a Material Adverse Effect. Seller's in-house counsel will use reasonable efforts to apprise Buyer of any employee lawsuits, arbitrations or NLRB unfair labor practice charges which are served on Section 4.19 of Seller during the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the CompanyPre-Closing Period.
(b) Neither Subject to the Company nor provisions of Section 13(c), as of the Closing Date, Buyer shall employ or continue to employ all individuals employed by the Seller, whether or not such persons are a Represented Employee. Following the Closing Date, Buyer may, at its discretion and option, retain any employees for any period of time. Except as otherwise provided in this Agreement, any liabilities arising from Seller's employment of its employees and relating to obligations to such employees whether imposed by operation of law, Represented Employee Agreements, employment agreements or contracts, employee manuals or handbooks or personnel policies or otherwise, including, but not limited to, any wage claims, holiday, vacation, personal day and sick pay benefits, severance or layoff benefits, employee health (including claims for COBRA coverage), welfare and pension plan benefits, Section 401(k) and profit sharing and bonus plan benefits, pending grievances and/or arbitrations back pay and/or benefits, any other Person is a party Xxxx-Xxxxxxx Fund benefits, pension fund withdrawal liability, workers' compensation liabilities, savings bonds and wage garnishments or assignments, union agency fees, union dues, employment discrimination, wrongful termination or similar claims arising from acts or omissions occurring before the Closing Date shall be and shall remain the sole obligation of the Seller, except (i) as provided in Exhibit 9 and (ii) any items relating to any employment agreement with any Employee in respect of employment with or employee matters set forth on the CompanyReference Balance Sheet.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none Within five (5) Business Days of the foregoing is threatenedexecution of this Agreement, Seller will provide Buyer with a list of all non-Represented Employees who are employed pursuant to a written employment agreement (each such employee being referred to as a Contract Employee). By August 31, 2000, Buyer will designated each Contract Employee as either a Retained Employee or Non-Retained Employee.
(di) The Company A Retained Employee is not and since May 4a Contract Employee who, 2001, and subject to the Knowledge employee's approval, will be retained by Buyer following the Closing Date and whose employment contract will be assigned to Buyer as part of the Seller before that time, has not been a party to or bound Contracts and assumed by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge Buyer as part of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the EmployeesAssumed Liabilities.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Employment Matters. (a) Other than services Seller has made available to Buyer a list that was accurate as of September 7, 2022 setting forth each Employee and: (i) with respect to each Employee (including any Employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, including disability, family, maternity, parental or other leave, sick leave or on layoff status subject to recall), the following information: (A) the first and last name of such Employee and the date as of which such Employee was originally hired by employees the Company and whether the Employee is on an active or inactive status (and, if on leave, the nature of the Seller leave and expected return date, if known); (B) each Employee’s status as exempt or its Affiliates provided non-exempt under the agreements Fair Labor Standards Act and arrangements set forth on Section 4.19 any similar wage and hour law; (C) each Employee’s status as full-or part-time and temporary or permanent; (D) such Employee’s title and job function; and (E) such Employee’s annualized compensation as of the Seller’s Disclosure ScheduleEffective Date, including rates of pay or base salary (as applicable), overtime entitlement, housing allowances, vacation and/or paid time off accrual amounts, bonus, incentive compensation and/or commission accrual and potential, severance pay accrual and potential and any other forms of compensation whether accrued or potential, including any accrued annual leave and long service leave; (F) whether such Employee is not fully available to perform the only individuals who are employed to provide services in respect essential functions of his or her job with reasonable accommodation because of a qualified disability, or because of other leave; and (G) a description of the Company are employed by basis of the CompanyEmployee’s legal right to work in the United States.
(b) Neither the Company nor any other Person is a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f3.26(b) of the Seller’s Disclosure Schedule sets forth Schedules contains a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates individuals who are currently performing services for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees are classified as “consultants,” “contract labor,” “casual employees” or “independent contractors,” the respective compensation of each such “consultant,” “contract laborer,” “casual employee” or “independent contractor” and whether the Company. The Company is not in default with respect party to any of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment a consulting, contract labor or independent contractor Contract with the Company during the 12 months following the date of this Agreement.individual or an entity with which such individual is an employee. Any such Contracts have been made available to Buyer and are set forth on Section 3.26(b)
Appears in 1 contract
Employment Matters. (a) Other than services by employees Section 3.9(a) of the Seller Disclosure Schedule sets forth the name and current title of each Worker who is an employee, director, officer, consultant or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 independent contractor of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect Business as of the Company are employed by the Companydate hereof.
(b) Neither the Company nor any other Person is a party to any employment agreement with any Employee No Action in respect of any Worker is pending or, to the knowledge of Seller, threatened against Seller by or on behalf of any past, present or prospective Worker, including any Action related to discrimination, harassment, wrongful termination, misclassification, workers’ compensation or disability. There is no violation of any employment or consulting contract between Seller, on one hand, and any Worker offered employment or a consultancy by Buyer (or its Subsidiaries) prior to the Closing. Seller and its Subsidiaries are not a party to, or otherwise bound by, any Governmental Order relating to the Workers offered employment or consultancies by Buyer (or its Subsidiaries) prior to the Closing or employment or independent contractor practices in respect of the Business, and Seller and its Subsidiaries are in compliance in all material respects with all applicable policies and agreements relating to fees, wages, hours, employment, employment practices (including meal and rest periods), classification of employees and consultants, and terms and conditions of employment or consultancies in respect of the CompanyBusiness. Seller or its Subsidiaries has withheld and paid to (or is holding for payment not yet due to) the appropriate Governmental Authority all amounts required by Law to be withheld from the wages or salaries due to each of its Workers. Seller or its Subsidiaries have paid in full to all of its Workers offered employment by Buyer (or its Subsidiaries) prior to the Closing all wages, salaries, bonuses, benefits, commissions and other compensation due to them or otherwise arising under any Law, plan, policy, practice, program or agreement and have not unlawfully withheld any such wages, salaries, bonuses, benefits, commissions or other compensation, and to all Workers who are not offered employment by Buyer (or its Subsidiaries) prior to the Closing, any amounts due to such Workers. All amounts that Seller or its Subsidiaries are legally or contractually required to deduct from the compensation of Workers offered employment by Buyer (or its Subsidiaries) prior to the Closing or transfer to such Workers’ pension or provident, life insurance, disability insurance fund or otherwise, have been duly paid into the appropriate fund or funds, and neither Seller nor any of its Subsidiaries has any outstanding obligation to make any such transfer or provision.
(c) There Seller is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating compliance in all material respects with its obligations pursuant to the alleged violation Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) and any Law pertaining to labor relations similar Law. Except as set forth on Section 3.9(c) of the Disclosure Schedule, Seller has not had any layoffs or employment matters, and, terminations of Workers within one year prior to the Seller’s Knowledge, none of the foregoing is threatenedClosing Date.
(d) The Company is not Neither the execution and since May 4delivery of this Agreement or the Ancillary Agreements, 2001, and to nor the Knowledge consummation of the Seller before that timetransactions contemplated hereby or thereby, has not been a party to will (either alone or bound by any collective bargaining or similar agreement in conjunction with any labor organization or work rules or practices agreed other event, such as termination of employment) (i) result in any material payment (including severance payments, retention bonuses, unemployment compensation payments, payments subject to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge Section 280G of the Code or otherwise) becoming due to any Worker under any Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for Plan or otherwise or (ii) result in any acceleration of the Employees, no notice has been received from time of payment or vesting of any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeesmaterial benefits.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or All current Workers in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the CompanyUnited States are, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to former Workers in the preceding sentence.
(g) No Employee has notified United States whose employment terminated, voluntarily or involuntarily, within the Company in writing that he plans three years prior to terminate employment with the Company during the 12 months following the date of this AgreementAgreement were, legally authorized to work in the United States. Seller has completed and retained the necessary employment verification paperwork under the Immigration Reform and Control Act of 1986 (“IRCA”), for the Workers hired prior to the date hereof, and Seller has complied with anti-discrimination provisions of the IRCA.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cytori Therapeutics, Inc.)
Employment Matters. (a) Other than services by employees Section 4.16(a) of the Seller Disclosure Letters sets forth a true and correct list of all Employees, including any Employee who is on a leave of absence of any nature, paid or its Affiliates provided under unpaid, authorized or unauthorized, and sets forth for each such Employee the agreements following: (i) name; (ii) title or position; (iii) hire date or engagement date; (iv) regular number of hours scheduled to work each week; (v) exempt/non-exempt status; (vi) current annual base compensation rate; and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule(vii) commission, the only individuals who are employed to provide services in respect of the Company are employed by the Companybonus or other incentive-based compensation opportunity.
(b) Neither Except as set forth on Section 4.16(b) of the Company nor Disclosure Letters, with respect to the Business: (i) Seller is in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours; (ii) Seller has withheld and reported all amounts required by Law or Contract to be withheld and reported with respect to wages, salaries and other payments to Employees, (iii) there is no unfair labor practice complaint against Seller pending or, to the Knowledge of Seller, threatened before any other Person is a party Governmental Authority with respect to Seller; (iv) Seller has no Liability for any payment to any employment agreement trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to wages, unemployment compensation, benefits, social security or other benefits or obligations for employees; (v) there are no discrimination or other employment-related charges or complaints pending before any Governmental Authority against Seller or, to the Knowledge of Seller, threatened against Seller; (vi) Seller is not bound by any employment, consulting, severance, separation, change in control or retention contract with any Employee of its directors, officers or Employees; (vii) Seller has no liabilities to any Employees relating to workers’ compensation benefits that are not fully insured against by third-party insurance carriers; and (viii) Seller has been in respect material compliance with and has not materially violated the terms and provisions of employment with the CompanyImmigration Reform and Control Act of 1986, as amended, or any related regulations promulgated thereunder (the “Immigration Laws”).
(c) There Seller is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or otherwise bound by any collective bargaining or similar other agreement with any a labor organization or work rules or practices agreed to with representing any labor organization or employee association applicable to of the Employees. Since May 4January 1, 20012020, and there has not been any strike, slowdown, work stoppage, lockout, concerted refusal to the Knowledge of the work overtime or other similar labor activity or dispute affecting Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for or any of the Employees, no notice nor, to the Knowledge of Seller, has there been received from any threats of a strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether activity or not it is the exclusive bargaining agent for dispute affecting Seller or any of the Employees.
(d) With respect to each Transferred Employee, Seller has supplied to Buyer a Form I-9 (Employment Eligibility Verification Form) and all other records, documents or other papers which are retained with the Form I-9 by Seller pursuant to the Immigration Laws. Since January 1, 2020, Seller has not been warned, fined or otherwise penalized by reason of its failure to comply with the Immigration Laws, nor is any such proceeding pending or, to Knowledge of Seller, threatened.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment representations and fair employment practices, except for any noncompliance that would not, individually or warranties set forth in the aggregate, have a Material Adverse Effect.
(f) this Section 4.13(f) of the 4.16 are Seller’s Disclosure Schedule sets forth a true sole and complete list of (i) the names exclusive representations and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentencewarranties regarding employment matters.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Employment Matters. (ai) Other than services by employees All of the Seller or its Affiliates provided under Mitel Employee Share Plans are and have been established, registered, qualified and administered in accordance with all applicable Laws in all material respects and in accordance with their terms, the agreements and arrangements set forth on Section 4.19 terms of the Seller’s Disclosure Schedule, material documents that support such Mitel Employee Share Plans and the only individuals terms of agreements between Mitel and its Subsidiaries and the employees (present and former) who are employed to provide services in respect of the Company are employed by the Companymembers of, or beneficiaries under, such Mitel Employee Share Plans.
(bii) Neither the Company nor any other Person is a party Except as would not reasonably be expected to any employment agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would nothave, individually or in the aggregate, a Mitel Material Adverse Effect, (A) all current obligations of Mitel regarding the Mitel Employee Share Plans have been satisfied and (B) all contributions, premiums or Taxes required to be made or paid by Mitel by applicable Laws or under the terms of each Mitel Employee Share Plan have been made in a timely fashion in accordance with applicable Laws and the terms of such Mitel Employee Share Plan.
(iii) Except as disclosed in the Mitel Data Room, there are no (A) retention or change of control agreements or any other agreements providing for retention, severance, change of control or termination payments to any director or executive officer or employee of Mitel and its Subsidiaries, or (B) plans, programs, bonus pools or other arrangement that would entitle any Mitel employee to a payment in circumstances involving a change of control of Mitel.
(iv) Except as provided in this Agreement, the execution, delivery and performance of this Agreement and the consummation of the Arrangement will not (A) result in any material payment (including bonus, golden parachute, retirement, severance, unemployment compensation, or other benefit) becoming due or payable to any of the Mitel employees or result in an employee having an entitlement to such payments upon resignation, (B) materially increase the compensation or benefits otherwise payable to any Mitel employee or (C) result in the acceleration of the time of payment or vesting of any material benefits or entitlements otherwise available pursuant to any Mitel Employee Share Plan (except for outstanding Mitel Options).
(v) None of Mitel or any of its Subsidiaries has entered into any written agreement providing for severance or termination payments to any director, officer or employee in connection with the termination of their position or their employment as a direct result of the transaction contemplated by this Agreement, or which is not terminable on the giving of reasonable notice under applicable Law.
(vi) None of Mitel or any of its material Subsidiaries (A) is a party to any collective bargaining agreement, or (B) is subject to any application for certification or, to the knowledge of Mitel, threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement. To the knowledge of Mitel, no fact or event exists that is likely to give rise to a change in the representation in this Subsection 4.1(q) on or before the Effective Date.
(vii) None of Mitel or any of its Subsidiaries is subject to any claim or complaint or proceeding for wrongful dismissal, constructive dismissal or any other tort claim or under any applicable Law, actual or, to the knowledge of Mitel, threatened, or any litigation actual, or to the knowledge of Mitel, threatened, relating to employment or termination of employment of employees or independent contractors, except for such claims or litigation which individually or in the aggregate would not be reasonably expected to have a Mitel Material Adverse Effect.
(fviii) Section 4.13(f) Mitel and its Subsidiaries are in material compliance with all applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, employment equity, pay equity, accessibility, workers’ compensation, human rights, labour relations and privacy and there are no current, pending, or to the knowledge of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the CompanyMitel, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default threatened proceedings before any board or tribunal with respect to any of its obligations referred the areas listed herein, except where the failure to in the preceding sentenceso operate would not have a Mitel Material Adverse Effect.
(gix) No Aastra has been provided with true and complete copies of all material Mitel Employee has notified Share Plans and, except as disclosed in the Company Mitel Data Room, there are no Contracts, commitments, agreements, arrangements or understandings between (A) Mitel or any of its Subsidiaries on the one hand and (B) any participant in writing that he plans to terminate employment with a Mitel Employee Share Plan which would result in a Mitel Option vesting solely as a result of the Company during the 12 months following the date of transaction contemplated by this Agreement.
Appears in 1 contract
Employment Matters. Within seven days after the Execution Date, Sellers will provide Buyer with a list of employees that are associated with the Assets and that may be available to Buyer for employment consideration associated with Buyer's acquisition of the Assets. For a period of 90 days after the Closing Date, Sellers, upon the specific request of Buyer, agree to reasonably cooperate with Buyer's efforts to offer employment to or hire any employees on the list of employees which Sellers provide to Buyer pursuant to the preceding sentence, however, Sellers will not be required to incur any out-of-pocket costs in connection with such cooperation. Buyer and its Affiliates are not obligated to hire any of the employees but will have access to the list of employees for employment consideration. The decision whether or not to hire any employee on said list of employees shall be at Buyer's sole discretion and on such terms and conditions designated by Buyer in its sole discretion, subject to the following provisions of this Section. Neither Buyer nor its Affiliates is hereby, and at no time hereafter will be, adopting, accepting, or assuming any employee benefit plan or collective bargaining agreement of Sellers or their Affiliates relating to any of their employees or any other agreement, trust, plan, fund, or other arrangement of Sellers or their Affiliates (aincluding, but not limited to flexible contribution plans) Other than services by that provides for employee benefits or perquisites (collectively, "Employment Arrangements"), and Buyer and its Affiliates shall have no liability or obligation whatsoever under any Employment Arrangement to Sellers or their Affiliates or to any employees of Sellers or their Affiliates, whether or not any of such employees are offered employment by or become employees of Buyer or any Affiliate of Buyer. Neither Buyer nor its Affiliates are obligated to replace any of the Seller Employment Arrangements for any employees who become employees of Buyer or its Affiliates, nor are Buyer or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 obligated to provide such persons with any similar agreements, plans, or arrangements. The employee benefit plans offered by Buyer or its Affiliates to employees of the Seller’s Disclosure Schedule, the only individuals Sellers or an Affiliate of Sellers who are employed hired by Buyer or an Affiliate of Buyer in connection with this transaction shall not recognize the services of such employees for periods of employment by Sellers or an Affiliate of Sellers for any purpose other than accrual of vacation benefits with Buyer. Sellers shall pay or cause to provide services in respect be paid at the time of the Company are employed by the Company.
(b) Neither the Company nor any other Person is a party to any employment agreement with any Employee in respect employees' termination of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with Sellers all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate vacation accrued during employment with Sellers or an Affiliate of Sellers so that the Company during the 12 months following the date of this Agreementemployees hired by Buyer will commence employment with Buyer without a vacation balance.
Appears in 1 contract
Employment Matters. (a) Other than services by employees Section 4.21(a) of the Seller or its Affiliates provided under Disclosure Schedules sets forth, with respect to the agreements and arrangements set forth on Section 4.19 Company Group, a complete list of the Seller’s Disclosure Schedulenames of all Persons who are employees or that are otherwise engaged in the Business (collectively, the only individuals who are employed to provide services in respect “Company Group Employees”) and independent contractors of the Company are employed Group as of the date hereof, specifying: each such Person’s name, job title or function and job location, as well as a true, correct and complete listing of his or her current and prior calendar year salary or wage payable by the Companyapplicable member of the Company Group, the amount of all incentive compensation paid or payable to such Person for the current and prior calendar year, the amount of accrued but unused vacation time and/or paid time off, each as of the date hereof, whether such Person is on an employer-sponsored non-immigrant visa and if so, the type and expiration date, and each Person’s current status (as to leave or disability status and full time or part time, exempt or nonexempt and temporary or permanent status). Except as identified on Section 4.21(a) of the Disclosure Schedules, no member of the Company Group has not paid or promised to pay any bonuses, commissions or incentives to any Company Group Employee, including any officer, manager or director. Each Person who provides services to the Company is: (i) properly classified as an independent contractor or employee, (ii) properly classified as “exempt” or “non-exempt” from overtime requirements under all applicable Laws, if an employee, (iii) properly classified with respect to employment status for all purposes, including social security contributions and Tax purposes and (iv) if required to have a work permit or other permission under applicable immigration Laws in the relevant jurisdiction in which they are providing services, has a current work permit or other permission and all necessary permission to remain in the relevant jurisdiction and none of such permits or permissions will be affected as a result of the matters contemplated herein. To Stockholders’ Knowledge, no officer or Company Group Employee at the level of manager or higher, and no independent contractor or leased employee whose departure would materially disrupt the operations of the Business has disclosed any plans to terminate his or her employment or relationship with the Company Group.
(b) Neither Section 4.21(b) of the Disclosure Schedules sets forth a true and complete list as of the date hereof of each separate written employment, consulting, severance, retention, indemnification, termination or change-of-control Contract between the Company nor Group and any individual employee, officer, director, or other Person is a party to any employment agreement with any Employee in respect Representative of employment with the CompanyCompany Group (collectively, the “Existing Employment Agreements”).
(c) There is not presently pending The Company Group has paid or existing any strikemade provisions for payment of all salaries, slowdownwages, picketingsocial security contributions, work stoppage or employee grievances in processaccrued overtime, or any proceeding against or affecting vacation and/or holiday pay, which are payable by the applicable member of the Company relating Group to its Company Group Employees and leased employees, accrued through the alleged violation Closing Date and to Stockholders’ Knowledge, neither the Company Group nor the Business is engaged in any unfair labor practices. The Company Group further has paid or made provisions for payment of any Law pertaining to labor relations or employment mattersall compensation and fees, andwhich are payable by the applicable member of the Company Group, to all its independent contractors and consultants, accrued through the Seller’s Knowledge, none of the foregoing is threatenedClosing Date.
(d) The Company Group (i) is not and since May 4delinquent in any payments to, 2001or on behalf of, any current or former independent contractors or employees for any services or amounts required to be reimbursed or otherwise paid as of the Closing Date, and to the Knowledge (ii) is not a joint employer, single employer or co-employer with or an alter ego of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board other Person as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeesdefined herein.
(e) The Company Group has complied withheld and reported all amounts required by Law to be withheld and reported with respect to wages, salaries and other payments to current and former employees and independent contractors of the Company Group. The Company Group has no liability or obligation for any fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation.
(f) (i) No member of the Company Group is a party to, or bound by, any collective bargaining or other agreement with a labor organization representing any of its Employees, (ii) no union, labor organization, or group of employees of the Company has made a pending demand for recognition, and there are no representation Proceeding or petitions seeking a representation Proceeding presently pending or, to the Knowledge of Stockholders, threatened to be brought or filed with the National Labor Relations Board or other labor relations tribunal and (iii) since the Lookback Date, there has not been, or to Stockholders’ Knowledge has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting the Company Group. To Stockholders’ Knowledge, no petition has been filed nor has any proceeding been instituted by any Company Group Employee or group of Company Group Employees with the National Labor Relations Board or similar Governmental Authority seeking recognition of a collective bargaining agreement. To Stockholders’ Knowledge, there are no Persons attempting to represent or organize or purporting to represent for bargaining purposes any of the Company Group Employees.
(g) Each of the members of the Company Group is in compliance with all provisions of Law applicable Laws pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that including provisions thereof relating to wages, hours, equal opportunity, discrimination, harassment, collective bargaining, immigration, verification of work authorization, and the payment of social security and other Taxes, to the extent they relate to Company Group Employees. Except as would not, individually or in the aggregate, not have a Material Adverse Effect, there are no actions, suits, claims, investigations or other legal Proceedings against the Company Group pending, or to Stockholders’ Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitral tribunal in connection with the employment or termination of employment of any current or former employee of the Company Group, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay or any other employment related matter arising under applicable Laws. The Company Group has 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' compliance with or an alleged violation or breach of any Company Group policy or practice, or any policy or practice of the Business, or Law applicable thereto and, to Stockholders’ Knowledge, no such investigation is in progress.
(fh) Section 4.13(f) The execution and delivery of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, this Agreement and the family relationshipsperformance of this Agreement do not require the Company Group to seek or obtain any consent, if anyengage in consultation with, among such individualsor issue any notice to or make any filing with (as applicable) any unions, (ii) the wage rates for non-salaried and non-executive salaried labor organizations, or groups of employees of the Company by classificationGroup, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default or any Governmental Authority, with respect to any employee of its obligations referred to in the preceding sentenceCompany Group.
(gi) No Employee There has notified been no “mass layoff” or “plant closings” (each as defined under the WARN Act), relocations, layoffs, furloughs, or other employment losses that triggered or could trigger notice or otherwise implicate the WARN Act, and no such events are currently planned, anticipated or announced.
(j) The Company has made available to Buyer the U.S. Citizenship and Immigration Services Form I-9 (Employment Eligibility Verification) and all other records, documents, or other papers that are required to be retained with Form I-9 by the Company Group, including E-Verify reports, that it has in writing that he plans to terminate employment with its records for each Company Group Employee located in the United States.
(k) Each employee of the Company during Group is legally authorized to work in the 12 months following jurisdiction in which they are employed. The Company Group has not, since the date Lookback Date, received any correspondence from any Governmental Authority questioning the validity of this Agreementthe social security number or work authorization of any employee of the Company Group.
(l) The Company Group has taken reasonable efforts to promptly, thoroughly and impartially investigate all sexual harassment, or other discrimination or retaliation policy violation allegations of which Stockholders have Knowledge. With respect to each such allegation, the Company Group has taken prompt, lawful action that is reasonably calculated to comply with applicable Laws. The Company Group does not reasonably expect any liabilities or obligations with respect to any such allegations.
Appears in 1 contract
Samples: Stock Purchase Agreement (EnerSys)
Employment Matters. (a) Other than services Buyer will have no liability whatsoever, by employees reason of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedulethis Agreement, the only individuals who are employed to provide services in respect of the Company are employed by the Company.
(b) Neither the Company nor any other Person is a party to for any employment agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law matters pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none 's operation of the foregoing is threatened.
(d) The Company EP Business prior to the Closing Date. Buyer is not and since May 4, 2001, and assuming any liability with respect to the Knowledge work force of Seller, including but not limited to Seller's employment agreements, employment arrangements, welfare plans, employee pension or profit sharing plans, or other employee benefit plans as defined in Section 3(3) of ERISA, severance pay, unpaid wages, bonuses or compensation, vacation pay, unemployment compensation, claims for back pay and/or reinstatement, claims for contributions or benefits under any welfare benefit plan or other plan, claims asserting the Seller before that timeright to participate in any medical insurance program under COBRA or comparable state law, has not been a party any funding or withdrawal liability relating to any plan, any and all claims arising out of employment on or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable prior to the Employees. Since May 4Closing Date, 2001, and or other payments with respect to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried past and/or present employees of the Company by classification, Seller. Buyer may hire some of Seller's EP Business employees upon new terms and (iii) all group insurance programs conditions acceptable to Buyer. Buyer shall not be considered as a successor in effect for employees of the Company. The Company is not in default interest to Seller with respect to any employment matters including but not limited to Title VII violations of its obligations referred the Civil Rights Act of 0000, XXXX xxxxxxx, Xxxxxxxxx Fair Labor Standards Act, the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), and the Family and Medical Leave Act of 1993 ("FMLA"). Seller hereby agrees that it will not notify, promise, represent, advise or otherwise communicate to in any employee that Buyer will be hiring any or all such employees or otherwise make any offer of employment on behalf of Buyer. Seller has timely provided or will timely provide all notices including any COBRA continuation of health benefit coverage required to be provided to any of Seller's employees, former employees or the preceding sentence.
(gbeneficiaries or dependents of any employees or former employees under Part 6 of Subtitle B of Title I of ERISA or Section 162(k) No Employee has notified of the Company in writing that he plans Internal Revenue Code of 1986, as amended, to terminate employment with the Company during extent such notices of continuation of health benefit coverage are required to be provided by reason of the 12 months following events occurring prior to the date Closing Date or by reason of the transactions contemplated by this Agreement; and Seller will fully indemnify and hold Buyer harmless from and against any costs, expenses, losses, damages, and liabilities incurred or suffered by Buyer, directly or indirectly, including reasonable legal fees, court costs, and costs of investigation and expense, with respect to any such notices or continuation of coverage.
Appears in 1 contract
Employment Matters. (ai) Other than services by employees Target has provided the Initial Investor Group with a correct and complete list, or copies of any relevant agreements, (the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services “Employment Information”) in respect of each Employee, director, independent contractor, consultant and agent of Target who currently provides material services to the Company are employed by the Companyadministration, 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.
(bii) Neither Except as provided for in Section 2.4, there are no Employee Obligations, and no Employee or former Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results by Applicable Law from the Company nor employment of an Employee without an agreement as to notice or severance.
(iii) All amounts due or accrued for all salary, wages, bonuses, commissions, finder’s fees, vacation with pay, and other employee benefits in respect of Employees which are attributable to the period before Closing will be paid at or prior to the Closing Time and are or shall be accurately reflected in the books and records of Target.
(iv) Target is in compliance with all material terms and conditions of employment and in all material respects with all Applicable Laws respecting employment, including 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 Person amounts due or owing pursuant to any workers’ compensation legislation and Target has not been reassessed in any material respect under such legislation and, to the knowledge of Target, no audit of Target is currently being performed pursuant to any applicable worker’s compensation legislation.
(vi) To the knowledge of Target, there are no 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 is not a party to any employment agreement with actual, or to the knowledge of Target pending or threatened application, complaint or other Legal Proceeding under any Employee in respect of employment with the CompanyApplicable Law relating to Employees or former Employees nor is Target aware of, nor is there, any factual or legal basis on which any such Legal Proceeding might be commenced.
(cviii) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting To the Company relating to the alleged violation knowledge of any Law pertaining to labor relations or employment matters, and, to the Seller’s KnowledgeTarget, none of the foregoing Employees is threatened.
(d) The Company is not and since May 4in violation of any non-competition, 2001non-solicitation, and to the Knowledge of the Seller before that time, has not been a party to non-disclosure or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeesthird party.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Employment Matters. (a) Other than services Prior to the Closing, on a date mutually agreed by employees the Parties, Purchaser will extend to each Specified Employee an individualized written offer of employment that, if accepted, would contemplate that such Specified Employee would commence his or her employment with Purchaser on the day after the Closing Date such that such Specified Employee would not incur any lapse in pay and would provide such Specified Employee with compensation (including base salary and target bonus opportunity as set forth in Schedule 5.3(a), but excluding any equity-based compensation), benefits (including medical, dental, vision, life assurance, short-term disability and long-term disability insurance coverage, benefits under any plan intended to be qualified within the meaning of section 401(a) of the Code that includes a “cash or deferred arrangement” within the meaning of section 401(k) of the Code, and use of automobile vehicles owned or leased by Purchaser) and terms of employment (including terms relating to job responsibilities) that in the aggregate are substantially as favorable to such Specified Employee as the applicable compensation (including base salary and target bonus opportunity as set forth in Schedule 5.3(a)), benefits and terms of employment provided by Seller to such Specified Employee immediately prior to the Closing (a “Comparable Offer”). Any such Comparable Offer shall be conditioned on Purchaser’s standard hiring procedures and on such Specified Employee remaining employed by Seller or an Affiliate of Seller through the Closing Date. To the extent that Purchaser currently bases benefit eligibility or vesting under any of its employee benefits plans on years of service, Specified Employees will receive credit for such employees’ period of employment with Seller, any Affiliate of Seller or any predecessor of Seller or any of its Affiliates (as set forth in Schedule 5.3(a)) for purposes of vesting and eligibility under such plans, including vacation, sick leave and severance benefits; Purchaser shall also provide credit for such employees’ period of employment with Seller, any Affiliate of Seller or any predecessor of Seller or any of its Affiliates (as set forth in Schedule 5.3(a)) for purposes of determining benefit levels and accrual rates under its vacation, sick leave and severance plans. Effective as of the day after the Closing Date, Purchaser will hire each Specified Employee who remains employed by the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 an Affiliate of Seller as of the Seller’s Disclosure ScheduleClosing Date and who accepts the Comparable Offer extended to such Specified Employee by Purchaser (it being understood that, except as otherwise provided in any individual employment agreement between Purchaser and a Specified Employee and, subject to Section 5.3(c), Purchaser will not be obligated to maintain the only individuals who are employed employment of or the compensation or employee benefits provided to provide services such Specified Employee for any specified period thereafter). Purchaser shall comply with all applicable provisions of all applicable Legal Requirements in respect connection with the hiring of the Company are employed by Specified Employees. On the CompanyClosing Date, Seller will pay each Specified Employee the full amount of such Specified Employee’s accrued time off as of the Closing Date.
(b) Neither To the Company nor extent any other Person is a party notification or consultation requirements are imposed by applicable Legal Requirements with regard to any employment agreement with any Employee in respect of employment with the CompanySpecified Employees, Purchaser and Seller agree to cooperate to ensure that such notification or consultation requirements are completed.
(c) There In the event that Purchaser does not make a Comparable Offer to a Specified Employee or for any reason (other than such Specified Employee not remaining an employee of Seller or an Affiliate of Seller through the Closing Date or committing an act before the Closing Date that constitutes Cause for termination), including as a result of Purchaser’s standard hiring procedures, Purchaser does not hire a Specified Employee who accepts a Comparable Offer and such Specified Employee’s employment with Seller terminates on the Closing Date, Purchaser shall reimburse Seller for any cash severance benefits and medical, dental and vision insurance premiums pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) paid by Seller to or on behalf of such Specified Employee in accordance with the amounts set forth in Schedule 5.3(c) applicable to such Specified Employee within 30 days of receipt of notice from Seller of such payment by Seller. In the event that, within six months after the Closing Date, the employment of any Specified Employee hired by Purchaser either (A) is terminated by Purchaser without Cause or (B) terminates as a result of the compensation, benefits and terms of employment provided in such Specified Employee’s Comparable Offer having been amended or otherwise altered such that the compensation, benefits and terms of employment then applicable to such Specified Employee in the aggregate are not presently pending or existing any strikesubstantially as favorable to such Specified Employee as the compensation, slowdownbenefits and terms of employment provided by Seller to such Specified Employee immediately prior to the Closing (other than with respect to equity-based compensation), picketing, work stoppage or employee grievances in processPurchaser shall pay to, or any proceeding on behalf of, such Specified Employee cash severance benefits and COBRA premiums in accordance with the amounts set forth in Schedule 5.3(c) applicable to such Specified Employee, subject to such Specified Employee’s execution of a general waiver and release of all claims against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment mattersSeller, and, to the Seller’s Knowledge, none of the foregoing is threatenedPurchaser and their respective Affiliates.
(d) The Company is not and since May 4With respect to each Specified Employee hired by Purchaser, 2001, and Purchaser shall make a cash bonus payment to such Specified Employee in respect of any such bonus earned by such Specified Employee under Seller’s applicable bonus plan for the Knowledge applicable period in 2012 through the Closing Date (a “2012 Bonus”). Purchaser shall pay any such 2012 Bonus to each Specified Employee as soon as administratively practicable after Seller notifies Purchaser of the applicable bonus amount for such Specified Employee, but in no event later than March 15, 2013. Seller before that timeshall reimburse Purchaser for payment of any such 2012 Bonus within 30 days of receipt of notice from Purchaser of such payment to such Specified Employee. Payment of any 2012 Bonus to a Specified Employee shall not be subject to such Specified Employee’s execution of a general waiver and release of all claims against Seller, has not been a party to Purchaser or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeestheir respective Affiliates.
(e) The Company has complied with all No Person (other than the Parties to this Agreement), including any employees of Seller or Purchaser, shall be entitled to assert any claim based on any provisions of Law pertaining this Section 5.3 against any Party to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually this Agreement or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Companytheir Affiliates , and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees no provision of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect this Agreement shall constitute an amendment to any employee benefit plan, program or arrangement of its obligations referred to in the preceding sentencePurchaser.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Jazz Pharmaceuticals PLC)
Employment Matters.
(a) Other than services by employees The L8 Subsidiaries has complied with all obligations arising out of the Seller or its Affiliates provided under the statutory provisions, regulations, employment agreements, collective bargaining agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedulefinal judicial decisions, the only individuals who are employed to provide services in respect of the Company are employed by the Companyif any.
(b) Neither All payments required to be made under statutory provisions, regulations, employment agreements, collective bargaining agreements and final judicial decisions, if any, until the Company nor any other Person is a party to any employment agreement with any Employee consummation of the Transaction contemplated herein, have been timely made or provided for in respect the relevant Financial Statements which accruals shall form part of employment with the CompanyNon-Ordinary Course Liabilities Amount.
(c) There is not presently pending or existing any strike, slowdown, picketing, All necessary work stoppage or employee grievances in process, or any proceeding against or affecting permits required by the Company relating to applicable laws for the alleged violation employment of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none directors and/or employees of the foregoing is threatenedL8 Subsidiaries have been obtained and are in full effect.
(d) The Company is the L8 Subsidiaries are not and since May 4, 2001currently, and to the Knowledge of the Seller before that timehave not been, has not been a party to any Collective Agreement. No trade union, council of trade unions, employee bargaining agency or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as affiliated bargaining agent for holds bargaining rights with respect to any of the EmployeesEmployees including by way of certification, no notice interim certification, voluntary recognition, related employer or successor employer rights, or has been received from any labor union stating that it has been designated applied or threatened to apply to be certified as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company Except as set out in Schedule 3.19(e) of the Disclosure Schedules, in the two years preceding the date of this Agreement, no notice in writing has complied with all provisions been received by the L8 Subsidiaries of Law pertaining any written complaint filed by any of its Employees or former employees against the L8 Subsidiaries or any current or former director or officer thereof or is threatened or pending, claiming or alleging that the L8 Subsidiaries has violated any Laws applicable to the employment employee or human rights or of employeesany complaints or Actions of any kind involving the L8 Subsidiaries or any of the Employees before any Governmental Authority, including such Laws relating to labor relationsa labour relations board, equal employment and fair employment practices, except for any noncompliance that would not, individually tribunal or in the aggregate, have a Material Adverse Effect.commission.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and There are no current salaries of all directors and elected and appointed officers of the Companydisputes with any Governmental Authorities, and the family relationshipsself- regulatory authorities, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Companyworks councils or other employee representatives. The Company is not in default No mass dismissals have been announced or are being planned. There are no current disputes with respect to any of its obligations referred to in the preceding sentenceworks councils or other employee representatives.
(g) No Employee has notified the Company in writing stated that he plans or she will resign or retire or cease to terminate employment with provide work or services as a result of the Company during closing of the 12 months following transactions contemplated by this Agreement.
(h) There is no notice of assessment, provisional assessment, reassessment, supplementary assessment, penalty assessment or increased assessment which the L8 Subsidiaries have received before the date of this AgreementAgreement during the past two 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.
(i) Any and all returns and reports related to social security contributions that are required to be filed with respect to the L8 Subsidiaries prior to the date hereof have been correctly filed. the L8 Subsidiaries have paid in full any and all social security contributions as and when due. No social security Governmental Authority is asserting any deficiency or claim for additional social security contributions (or interest thereon or penalties in connection therewith) and any and all social security contributions which (although not due) have accrued on the basis of the salaries to be paid until the date hereof, have been fully provisioned.
(j) To the Vendor’s Knowledge, there are no allegations, complaints or claims of sexual harassment made against any directors, officers or employees of any L8 Subsidiary and to the Vendor’ Knowledge, there are no facts or circumstances likely to give rise to any such allegations, complaints or claims.
Appears in 1 contract
Samples: Share Purchase Agreement
Employment Matters. (a) Other than services by employees Schedule 4.28 sets forth a complete and accurate list of the Seller Employees, together with their titles, service dates and material terms of employment, including current wages, salaries or its Affiliates provided under hourly rate of pay, benefits, vacation entitlement, commissions and bonus (whether monetary or otherwise) or other material compensation paid since the agreements and arrangements set forth on Section 4.19 beginning of the Seller’s Disclosure Schedulemost recently completed fiscal year Schedule 4.28 also lists Employees on inactive status, including lay-off, short-term disability leave, long-term disability leave, pregnancy and parental leave or other extended absences, or receiving benefits pursuant to workers’ compensation legislation, and specifies the last date of active employment, the only individuals who are employed to provide services in respect reason for the absence and the expected date of the Company are employed by the Companyreturn of each such Employee.
(b) Neither Current and complete copies of all Employment Contracts or, where oral, written summaries of the terms thereof, have been delivered or made available to the Purchaser. There are no Employment Contracts which are not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any Employment Contracts providing for cash, other compensation, benefits or contingent rights on Closing. To the knowledge of the Vendor, no executive employed by the Company nor has any other Person is a party plans to terminate his or her employment.
(c) There are no Claims, pending Claims nor, to the knowledge of the Vendor, threatened Claims pursuant to any Laws relating to the Employees or former employees, including employment agreement with standards, human rights, labour relations, occupational health and safety, workers’ compensation, pay equity or employment equity. To the knowledge of the Vendor, nothing has occurred which might lead to a Claim under any Employee such Laws.
(d) All current assessments under workers’ compensation legislation in respect relation to the Company and all of employment their respective contractors and subcontractors have been paid or accrued. The Company has not been or is subject to any additional or penalty assessment under such legislation which has not been paid or has been given notice of any audit. Moreover, the Vendor’s accident cost experience is such that there are no pending nor, to the knowledge of the Vendor, potential assessments, experience rating charges or Claims which could adversely affect the Vendor’s premium payments or accident cost experience or result in any additional payments in connection with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company Vendor has complied with all provisions of Law pertaining made available to the employment of employeesPurchaser for review all inspection reports, including such Laws relating workplace audits or written equivalent, made under any occupational health and safety legislation which relate to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect There are no outstanding inspection Orders or written equivalent made under any occupational health and safety legislation which relate to any of its obligations referred to in the preceding sentenceCompany.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Employment Matters. (a) Other than services by employees Schedule 4.13(a) contains a list of all Persons who are employees, independent contractors or consultants of either the Acquired Entity or Asset Seller as of the Seller date hereof, including any employee who is on a leave of absence of any nature, paid or its Affiliates 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; (vi) accrued but unused vacation and/or PTO; and (vii) a description of the fringe benefits (including any Employee Plans in which such individual participates) provided under to each such individual as of the agreements and arrangements date hereof. Except as set forth on Section 4.19 in Schedule 4.13(a), as of the Seller’s Disclosure Scheduledate hereof, the only individuals who are employed all earned compensation, including earned wages, commissions and bonuses, payable to provide services in respect all employees, independent contractors or consultants of the Company Acquired Entity or Asset Seller for services performed on or prior to the date hereof have been paid in full and there are employed by no outstanding agreements, understandings or commitments of the CompanyAcquired Entity or Asset Seller with respect to any compensation, commissions or bonuses.
(b) Neither Acquired Entity nor Asset Seller is, nor have either of them been for the Company nor any other Person is 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”). Neither the Acquired Entity nor Asset Seller has any duty or obligation to any employment agreement bargain with any Employee in respect of employment with the CompanyUnion.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances Each of the Acquired Entity and Asset Seller has complied in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law good faith in all material respects with all applicable Laws pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employeespractices, including such all Laws relating to labor relations, equal employment and opportunities, fair employment practices, except for 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 Acquired Entity or the Asset Seller as independent contractors or consultants are properly classified as such and treated in good faith as independent contractors under all applicable Laws. All employees of the Acquired Entity or the Asset Seller classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified as such and treated in good faith as exempt. Except as set forth in Schedule 4.13(c), there are no Actions against the Acquired Entity or Asset Seller pending, or to the knowledge of Sellers, threatened to be brought or filed, by or with any noncompliance that would notGovernmental Authority or arbitrator in connection with the employment of any current or former applicant, individually employee, consultant or in independent contractor of the aggregateAcquired Entity or Asset Seller, have a Material Adverse Effectincluding, 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.
(fd) Section 4.13(f) of To the Seller’s Disclosure Schedule sets forth a true extent applicable, Sellers and complete list of (i) the names and current salaries of Acquired Entity have complied in good faith in all directors and elected and appointed officers of material respects with the CompanyWARN Act, and have no plans to undertake any action that would trigger the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentenceWARN Act.
(ge) No Employee With respect to each Government Contract, each of Asset Seller and the Acquired Entity has notified complied in good faith in all material respects with Executive Order No. 11246 of 1965 (“E.O. 11246”), Section 503 of the Company Rehabilitation Act of 1973 (“Section 503”) and the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (“VEVRAA”), including all implementing regulations, to the extent applicable. To the extent required, Asset Seller and the Acquired Entity each maintain and comply in writing that he good faith with affirmative action plans to terminate employment in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. Neither Asset Seller nor the Company Acquired Entity, has been, at any time during the 12 months following past five (5) years, the date subject of this Agreementany 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, except audits resulting in determinations neutral or favorable to Asset Seller or the Acquired Entity.
Appears in 1 contract
Employment Matters. (a) Other than services by employees Section 4.20(a) of the Seller Disclosure Schedules contains a list of all persons who are employees, independent contractors or its Affiliates consultants of the 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 under to each such individual as of the agreements date hereof. As of the date hereof, all compensation, including wages, commissions and arrangements set forth bonuses, payable to all employees, independent contractors or consultants of the Companies for services performed on or prior to the date hereof have been paid in full and there are no outstanding agreements, understandings or commitments of the Companies with respect to any compensation, commissions or bonuses, except for (i) discretionary bonuses for 2018 described on Section 4.19 4.20(a) of the SellerDisclosure Schedules and which will be paid in 2019; (ii) commissions, owed in the normal course of business and paid monthly to employees with respect to wholesale sales in Illinois and New York; (iii) wages owed and which will be paid during the Company’s Disclosure Schedule, the only individuals who are employed to provide services in respect upcoming payroll cycles; and (iv) any bonuses described on Section 4.20(a) of the Company Disclosure Schedules that are employed payable in connection with the consummation of the transactions contemplated by the Companythis Agreement.
(b) Neither Except as set forth in Section 4.20(b) of the Company nor any other Person is Disclosure Schedules, the Companies have never been a party to to, bound by, or negotiated any employment collective bargaining agreement or other Contract with any Employee in respect of employment with the Companya union, works council or labor organization (collectively, “Union”).
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances The Companies are and have been in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law compliance all applicable Laws pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employeespractices, including such all Laws relating to labor relations, equal employment and opportunities, fair employment practices, except for any noncompliance that would notemployment discrimination, individually harassment, retaliation, reasonable accommodation, disability rights or in the aggregatebenefits, have a Material Adverse Effectimmigration, 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.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Business Combination Agreement
Employment Matters. (a) Other than services by employees Effective as of the Closing Date, Buyer shall offer employment to all Employees who were employed or contracted by Seller as of immediately preceding the Closing Date (the “Continuing Employees”). Such offer of employment or to contract for service shall be on terms and conditions as determined by Buyer in its Affiliates provided under sole discretion. The Continuing Employees who accept employment or a contract for service with the agreements and arrangements set forth Buyer are referred to as “Hired Employees.” Seller will use all commercially reasonable efforts to assist the Buyer with the transition of all Hired Employees to Buyer. Notwithstanding the foregoing, nothing in this Agreement shall preclude Buyer or Seller from terminating the employment of any employee or discontinuing the services of an independent contractor or consultant at any time on Section 4.19 of or after the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the CompanyClosing.
(b) Neither the Company nor Seller shall be solely responsible, and Buyer shall have no obligations whatsoever for, any compensation or other Person is a party amounts payable to any employment agreement current or former employee, officer, director, independent contractor or consultant of Seller, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with Seller at any Employee in respect of employment with time on or prior to the CompanyClosing Date (except as contemplated by the Transition Services Agreement) and Seller shall pay all such amounts to all entitled persons on or prior to the Closing Date.
(c) There is not presently pending Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or existing disability benefits brought by or in respect of current or former employees, officers, directors, independent contractors or consultants of Seller or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date, whether such claims are reported before or after such date. Seller also shall remain solely responsible for all worker’s compensation claims of any strikecurrent or former employees, slowdownofficers, picketingdirectors, work stoppage independent contractors or employee grievances in processconsultants of Seller which relate to events occurring on or prior to the Closing Date. Seller shall pay, or any proceeding against or affecting the Company relating cause to be paid, all such amounts to the alleged violation appropriate persons as and when due. Seller shall be solely responsible, and Buyer shall have no obligations whatsoever, for providing, or causing PEO to provide, continuation of coverage under a Benefit Plan pursuant to COBRA or similar state law to any Law pertaining Continuing Employees who do not become Hired Employees, including any obligation to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatenedprovide notices thereunder.
(d) The Company is Within the 90 days prior to the Closing, Seller has not and since May 4, 2001engaged, and will not engage, in a “plant closing” or “Mass layoff” as those terms are defined in the WARN Act or any state or local law similar in purpose. To the extent, if at all, the transactions contemplated by this Agreement would result in any obligation that notice shall be provided to employees pursuant to the Knowledge of the WARN Act or any state or local law similar in purpose, such obligation shall be exclusively upon Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement comply with any labor organization or work rules or practices agreed and Buyer shall have no obligation to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeesprovide such notice.
(e) The Company has complied with all provisions of Law pertaining Notwithstanding anything to the employment of employeescontrary herein, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or nothing contained in the aggregate, have a Material Adverse Effect.
(f) this Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of 8.4 shall (i) the names and current salaries of all directors and elected and appointed officers of the Companyconfer upon any Person (including any Continuing Employee) any rights, and the family relationshipsremedies or claims, if any, among such individualsincluding third party beneficiary rights or rights to employment, (ii) the wage rates for non-salaried and non-executive salaried employees obligate Buyer or any of the Company by classificationits Affiliates to maintain any particular compensation or benefit plan, and policy, Contract, program or arrangement or (iii) all group insurance programs in effect for employees be considered to be an amendment of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentenceBenefit Plan.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Employment Matters. (a) Other than services by employees Section 4.09(a) of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the Company.
(b) Neither the Company nor any other Person is a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list as of (i) the names and current salaries date of this Agreement of all directors employees of Seller and elected and appointed officers its Affiliates (identified by identification number) who are located at each of the CompanyFacilities, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, but excluding any of the Retained Employees (the “Employees”), and each such Employee’s job title or position (including whether full-time or part-time), work location, hire date, such Employee’s current annual base salary or wage rate, and target bonus or commissions and whether such Employee is on a leave of absence (and if so, the family relationships, if any, among nature of such individuals, (ii) the wage rates for nonleave of absence). All Employees are employed on an “at-salaried and non-executive salaried employees will” basis. None of the Company by classification, and (iii) all group insurance programs in effect for Employees are leased employees or temporary employees employed through a third-party entity. As of the Company. The Company is not Closing Date or as promptly as practicable thereafter, all compensation (including wages, commissions, bonuses and any other incentive-based compensation) payable to all Employees (including the Transferred Employees) for services performed on or prior to the Closing Date shall have been paid in default full and there shall be no unsatisfied agreement, understanding or commitment with respect to any of its obligations referred to in the preceding sentencecompensation, commissions, bonuses or other incentive-based compensation for any Employee.
(gb) No Section 4.09(b) of the Seller Disclosure Schedule contains a true and complete list of each material Employee Benefit Plan. True and complete copies of all written Employee Benefit Plans and written summaries of all material plan terms of all Employee Benefit Plans that have not been reduced to writing have been provided or made available to Purchaser. Each Employee Benefit Plan has notified been established, administered and maintained in all material respects in accordance with its terms and in compliance with all applicable Laws. Each such Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Company Code has obtained a current favorable determination, advisory, or opinion letter from the IRS or has a pending application for a determination letter from the IRS. There is no pending or, to the Knowledge of Seller, threatened Proceeding relating to any Employee Benefit Plan (other than routine claims for benefits), and no Employee Benefit Plan has since January 1, 2019 been the subject of or received written notice of an examination or audit by a Governmental Entity or been the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity.
(c) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) give rise to any “parachute payment” (within the meaning of Section 280G(b)(2) of the Code) to any Employee.
(d) Neither Seller nor any of its Affiliates is a party to, bound by or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization covering any Employees, and, to the Knowledge of Seller, there is not any union, works council or labor organization representing or purporting to represent any Employee, and, to the Knowledge of Seller, no union, works council, labor organization or group of Employees is seeking to organize Employees for the purpose of collective bargaining. There are no strikes, work stoppages, work slowdowns, lockouts, concerted refusal to work overtime or other similar labor disruption or dispute pending, or, to the Knowledge of Seller or any Divesting Entity, threatened in writing that he plans involving either of the Facilities or any Employees.
(e) Seller and its Affiliates are, and have since January 1, 2019 been, in compliance in all material respects with all applicable Laws pertaining to terminate employment and employment practices to the extent they relate to Employees and the operation of the Facilities, including all Laws relating to labor relations, collective bargaining, employee benefits, fair employment practices, employment discrimination (including harassment and/or failure to accommodate), retaliation, immigration, wage and hours, wage payment, paid time off benefits, child labor, meal and break periods, privacy rights, health and safety, the hiring and retention of employees with the Company during right to work in the 12 months following United States (including I-9 and/or e-verify compliance and requirements), obligations under the date WARN Act, and unemployment, workers’ compensation and other insurance. All individuals that are located at or providing services at the Facilities who are characterized and treated by Seller or its Affiliates as independent contractors are and have been properly characterized and treated as independent contractors under applicable Laws. All Employees classified by Seller as exempt from the minimum wage or overtime provisions under the Fair Labor Standards Act and state and local wage and hour Laws are and have been properly classified. There has not been since January 1, 2019 any audit or investigation pending or, to the Knowledge of this AgreementSeller, threatened in writing involving Seller or any of its Affiliates in respect of either of the Facilities or any of the Employees, by any Governmental Entity responsible for enforcing Laws pertaining to employment or employment practices or prohibiting discrimination in employment.
Appears in 1 contract
Employment Matters. (a) Other than services by No Employee is covered by, and no Seller is bound by, a collective bargaining or other labor-related agreement with any union or employee organization and, to Seller’s Knowledge, there have been labor union organizing activities with respect to any employees of Seller in the past three (3) years. No Seller is a party to, or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Scheduleotherwise bound by, the only individuals who are employed any Order, consent decree with, or citation by, any Governmental Entity relating to provide services in respect of the Company are employed by the Companyemployees or employment practices.
(b) Neither Section 4.7 of the Company nor Disclosure Schedules sets forth a true, complete and correct list of all material Seller Benefit Plans, and Sellers have delivered to Buyer copies of the plan documents and any other Person is a party amendments thereto with respect to each such Seller Benefit Plan and, to the extent relevant, the most recent IRS determination or opinion letter with respect to any such Seller Benefit Plan. Each Seller Benefit Plan has been operated in all material respects in accordance with its terms and applicable Law. The Sellers do not sponsor, maintain, contribute to or have any liability with respect to any employee benefit plan subject to Title IV of ERISA, and the Sellers have no obligation to provide post-employment agreement with welfare benefits to any Employee in respect current employee except as required by Section 4980B of employment with the CompanyCode or similar Law.
(c) There is Except as would not presently pending or existing any strikereasonably be expected to be material to the Business, slowdowntaken as a whole, picketingSellers have complied in all material respects with all applicable laws, work stoppage or employee grievances in processagreements, or any proceeding against or affecting the Company contracts and policies relating to the alleged violation employment, employment practices, human rights, wages, hours, meals and rest period breaks, job classifications and terms and conditions of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatenedemployment.
(d) The Company is not Sellers have provided Buyer a true, complete and since May 4correct list, 2001, and to the Knowledge as of the Seller before that timeAgreement Date, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries titles of all directors full time or part time employees and elected and appointed officers consultants of Business, together with the Companydate of each employee’s original hiring, base salary or base compensation, leave status and, as applicable, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classificationbonuses accrued for, and (iii) all group insurance programs in effect for employees of the Company. The Company vacation to which, each such person is not in default with respect to any of its obligations referred to in the preceding sentenceentitled.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Employment Matters. (a) Other than services Neither the Corporation nor any Subsidiary is bound by employees of the Seller or its Affiliates provided under a party to any collective bargaining agreement, except for the agreements listed in Appendix 25 to this Schedule 4.1. No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent: (i) holds bargaining rights with respect to any Employees by way of certification, interim certification, voluntary recognition, designation or successor rights; (ii) has applied to be certified as the bargaining agent of any Employees; or (iii) has applied to have the Corporation or any Subsidiary declared a related employer or successor employer pursuant to applicable labour legislation, except for those locations and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed Employees covered by a collective bargaining agreement listed in Appendix 25 to provide services in respect of the Company are employed by the Companythis Schedule 4.1.
(b) Neither All employee benefit plans, including all bonus, equity related profit sharing, incentive, deferred compensation, retiree medical or other insurance, pension, retirement savings, supplemental retirement, supplemental unemployment, workers’ compensation, layoff, salary continuation, health, life, disability, accident, vacation or other benefit plans, or programs, and (ii) all Substantial Contracts relating to employment, consulting, retention, termination, change in control, or severance, in each case, whether written or unwritten and to which the Company Corporation or any of its Subsidiaries is a party, with respect to which the Corporation, or any of its Subsidiaries has or may reasonably be expected to have any liability or obligation or which are maintained, contributed to, required to be contributed to, or sponsored by the Corporation or any of its Subsidiaries for the benefit of any current or former employee, consultant, officer or director of the Corporation or any of its Subsidiaries are listed in Appendix 25 to this Schedule 4.1 (herein “Employee Plans”). Except as disclosed, the Corporation and the Subsidiaries have no formal plan and made no promise or commitment, whether legally binding or not, to create any additional benefit plan or pension plan or to improve or change the benefits provided under any Employee Plan. No Material changes have occurred to the Employee Plans which would affect the most recent actuarial reports or financial statements required to be provided to the Purchaser pursuant to this Schedule 4.1.
(c) Each Employee Plan has been duly registered where required by, and are in good standing under, and have been established, maintained, funded, administered and invested in all Material respects in accordance with the terms of such Employee Plan, any applicable labour agreement and all Applicable Laws, including the Tax Act and applicable benefits and pension legislation in relevant provinces and territories of Canada, where applicable. To the Vendor’s knowledge, no event has occurred respecting any Employee Plan which could result in the revocation of the registration of such Employee Plan or entitle any person (without consent of the Corporation or any of it Subsidiaries) to wind up or terminate any Employee Plan, in whole or in part, or which could otherwise reasonably be expected to adversely affect the tax status of any such Employee Plan. Except as set forth in Appendix 25 to this Schedule 4.1, there are no unfunded liabilities in respect of any Employee Plan including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable. There are no entities other than the Corporation or any of its Subsidiaries participating in any Employee Plans and no Employee Plan is a plan to which the Corporation or a Subsidiary is required to contribute pursuant to a collective agreement.
(d) To the Vendor’s knowledge, there are no pending or threatened Claims, government audit or investigation against any Employee Plan, or otherwise involving any Employee Plan, other than claims for benefits in the Ordinary Course of the Businesses, and except for claims which would not, in the aggregate, constitute a Qualifying Claim.
(e) The Vendor has delivered or made available to the Purchaser true, current and complete copies of (i) all Employee Plans and related trust agreements, annuity contracts or other Material funding instruments, (ii) the latest Tax letter obtained from a Government Authority with respect to any such Employee Plan intended to be qualified or exempt under Applicable Law, (iii) Tax Returns or certified financial statements as filed with the applicable Government Authority for the most recently completed fiscal year for each Employee Plan required to file such form and financial statements, together with the most recent actuarial report, if any, prepared by the Employee Plan’s enrolled actuary, and (iv) the current summary plan descriptions, if any, for each Employee Plan.
(f) The Corporate Group has no more than five (5) full-time employees employed by the Corporate Group in the United States.
(g) Except as set forth on Appendix 25 to this Schedule 4.1, no Employee Plan provides or reflects or represents any liability to provide post-termination or retiree welfare benefits to any Person for any reason, except as may be required by Applicable Law. To the extent permitted by Applicable Law, the Corporation or any Subsidiary, as applicable, may unilaterally amend, modify, vary, revise, suspend, revoke or terminate, in whole or in part, any Employee Plan and take contribution holidays under each Employee Plan.
(h) Except as set forth on Appendix 25 to this Schedule 4.1, neither the Execution and delivery of this Agreement by the Vendor, nor the consummation of the Purchase, will result in forgiveness of indebtedness or the acceleration or creation of any rights under any severance, parachute or change in control agreement or the right to receive any transaction bonus or other similar payment, or the obligation to take action to secure any benefits payable under any Employee Plan.
(i) Except for the agreements and plans listed in Appendix 25 to this Schedule 4.1, neither the Corporation nor any other Person of the Subsidiaries is a party to any employment agreement with or to any Employee written or oral policy, agreement, obligation or undertaking or any amendment thereto that contains any specific agreement as to notice of termination or severance pay in lieu thereof or in respect of employment with the Companyemployees who cannot be terminated without cause on giving reasonable notice as may be implied by law.
(cj) There is Except as listed in Appendix 25 to this Schedule 4.1, (i) there are no Material Claims or Material proceedings against the Corporation or any of its Subsidiaries pending before any federal, state, provincial or local labour agency or labour board by or on behalf of any Employee or former employee of the Corporation or any of its Subsidiaries that are Material; and (ii) there are no and in the past two (2) years have not presently pending been any organizing activities of any trade union, council of trade unions, employee bargaining agency or existing any strikeaffiliated bargaining agent, slowdownrepresentation questions, arbitration proceedings, labour strikes, slow downs or stoppages, picketing, work stoppage or employee grievances in processgrievances, charges, complaints, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations other labour or employment matters, anddisputes pending or, to the SellerVendor’s Knowledgeknowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default threatened with respect to the Employees of the Corporation or any of its obligations referred to in the preceding sentenceSubstantial Subsidiaries.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Johnstone Tank Trucking Ltd.)
Employment Matters. (a) Other than services by employees of With respect to the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure ScheduleBusiness Employees, the only individuals who are employed to provide services Seller is in respect of compliance in all material respects with the Company are employed by the Companyapplicable laws and employment agreements covering each such person.
(b) Neither The Seller has made available to the Company nor any other Person is Buyer a party list of all Seller Business Employees, along with the position and the annual rate of cash compensation and cash bonus opportunities of each such person. The Seller has made available to any employment the Buyer a list as of the date hereof of Seller Business Employees who have entered into a confidentiality agreement with any Employee in respect the Seller, a copy or form of employment which has been made available to the Buyer. Section 2.11(b)(i) of the Disclosure Schedule lists, as of the date of this Agreement, the Seller Business Employees who have entered into a non-competition agreement with the CompanySeller. Section 2.11(b)(ii) of the Disclosure Schedule lists, as of the date of this Agreement, the Seller Business Employees who have entered into agreements to protect Seller's proprietary and intellectual property. No provision of the Seller's equity compensation plans or agreements covering any Seller Business Employee imposes any liability or obligation on the Buyer with respect to that Seller equity compensation plan or agreement.
(c) There The Seller is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable relating to the Employees. Since May 4Business, 2001, and nor to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) knowledge of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) , have there been any efforts to collectively organize the names and current salaries of all directors and elected and appointed officers of Seller Business Employees, nor with respect to the CompanyBusiness, and has the family relationshipsSeller experienced, if anysince December 31, among such individuals2010, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any collective bargaining matter, any labor strikes, slowdown, stoppage, grievance or other collective bargaining disputes and none, to the knowledge of its obligations referred the Seller, have been threatened, against or affecting the Business. With respect to the Seller Business Employees, there is no Action with respect to unfair labor practice, employment discrimination, employment disputes, or employee grievance charges or complaints against the Seller pending (for which written notice has been provided to the Seller) or, to the knowledge of the Seller, threatened. The Seller has not received written notice of the intent of any federal, state or foreign governmental authority responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Business and no such investigation is, to the knowledge of the Seller, in the preceding sentenceprogress.
(gd) No Employee has notified The Seller is not sponsoring any Seller Business Employees for either an immigrant or non-immigrant visa. To the Company knowledge of the Seller, the Seller Business Employees do not require sponsorship from the Buyer, for either an immigrant or non-immigrant visa, in writing that he plans order to terminate accept new employment in the U.S. with the Company during Buyer and to work for the 12 months following the date of this AgreementBuyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Higher One Holdings, Inc.)
Employment Matters. (ai) Other than services by Datamax and Unimark shall mutually agree on those current employees of Datamax to whom Unimark shall offer permanent employment and those who may be utilized by Datamax to provide Transition Services under this Agreement Purchase agrees not to make an offer of employment or enter into discussions concerning employment with any of Seller's employees other than the mutually agreed employees without Seller's prior consent. Seller or its Affiliates provided under shall use reasonable efforts to cause such mutually agreed employees who are offered permanent employment by Purchaser to make available their employment services to Purchaser Unimark shall be responsible for all payroll and benefit obligations for such employees who accept Unimark's offer of employment (the agreements and arrangements set forth on Section 4.19 "Hired Employees") as of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect later of the Company are employed by Closing Date or the Companydate of Unimark's receipt of acceptance. Any Hired Employee may work out of Datamax's facility during the Transition Period and Unimark shall pay or reimburse Datamax for all direct costs for telephone usage, supplies and the like associated therewith, excluding base rental.
(bii) Neither During the Company nor any Transition Period (as hereinafter defined), Datamax shall cause its employees assigned to the Business as of the Closing Date (other Person is a party than the Hired Employees) (collectively, the "Service Personnel") to any employment agreement with any Employee in respect of employment provide Unimark with the Company.
(c) There is not presently pending or existing Transition Services. Unimark shall reimburse Datamax for the payroll cost and associated benefits of such employees and any strikedirect costs such as travel expenses, slowdowntelephone charges, picketingsupplies and the like, work stoppage or employee grievances in process, or any proceeding against or affecting until the Company relating earliest to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none occur of the foregoing is threatened.
(d) The Company is not and since May 4date on which such employee becomes a Hired Employee, 2001, and to the Knowledge termination of the Seller before that time, has not been a party to Transition Period or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date on which the service of this Agreementsuch Employee is no longer required to perform Transition Services.
Appears in 1 contract
Samples: Transition Services Agreement (Datamax International Corp)
Employment Matters. (a) Other than services by employees Seller is a party to a Professional Service Agreement (“PEO Agreement”) with TriNet f/k/a Gevity HR, Inc. (“TriNet”) under which TriNet and Seller are co-employers of the individuals performing services pursuant to the PEO Agreement, who are considered “co-employees” of TriNet and Seller or pursuant to the PEO Agreement and Texas law (“PEO Employees”). Pursuant to the PEO Agreement, TriNet is responsible for, among other things, paying salaries and wages, complying with reporting and payment of federal and state payroll taxes, and providing benefits to the PEO Employees. Seller has complied in all material respects with its Affiliates provided responsibilities under the agreements PEO Agreement. Except with respect to amounts which are not past due and arrangements set forth on Section 4.19 were incurred in the ordinary course of business consistent with past practice, Seller has paid in full all amounts owed to TriNet with respect to the PEO Employees, and to the knowledge of Seller’s Disclosure Schedule, TriNet is not in breach of any of its obligations to the only individuals who are employed to provide services in respect of the Company are employed by the CompanyPEO Employees.
(b) Neither Section 3.18(b) of the Company nor Disclosure Schedules contains a list of all persons who are PEO Employees, Non-PEO Employees, independent contractors, or consultants of 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 or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other Person is incentive-based compensation; and (vi) a party description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions and bonuses payable to all employees, independent contractors or consultants of Seller for services performed on or prior to the date hereof have been paid in full and there are no outstanding agreements, understandings or commitments of Seller with respect to any employment agreement with compensation, commissions, or bonuses. Except as set forth on Section 3.18(b)3.18(a) of the Disclosure Schedules, all PEO Employees and Non-PEO Employees of Seller are employed on an “at-will” basis, and no such employee has any Employee in respect of employment with the Companyformal or informal entitlement to a severance or other payment upon termination, transfer or otherwise.
(c) 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 years, any Union representing or purporting to represent any employee of Seller, and no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There is not presently pending or existing has never been, nor has there been any threat of, any strike, slowdown, picketingwork stoppage, lockout, concerted refusal to work stoppage overtime or employee grievances in process, other similar labor disruption or dispute affecting Seller or any proceeding against or affecting the Company relating to the alleged violation employees of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied in compliance in all material respects with all provisions of Law applicable Laws pertaining to the employment of employeesand employment practices, including such all Laws relating to labor relations, equal employment and opportunities, fair employment practices, except for 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 Seller as consultants or independent contractors of the Business are properly treated as independent contractors under all applicable Laws. All employees of Seller, whether PEO Employees or otherwise, classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. There are no Actions against Seller pending, or to the Seller’s Knowledge, threatened to be brought or filed, by or with any noncompliance that would notGovernmental Authority or arbitrator in connection with the employment of any current or former applicant, individually PEO Employee or in other employee, consultant or independent contractor of the aggregateBusiness, have a Material Adverse Effectincluding, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wages and hours or any other employment related matter arising under applicable Laws.
(e) Seller has at all times complied with the WARN Act if applicable to Seller.
(f) Section 4.13(f) In connection with the Closing, Seller shall have terminated the employment of all Non-PEO employees effective as of the Seller’s Disclosure Schedule sets forth a true Closing Date and complete list of (i) shall have paid all salary, vacation, unused leave, bonuses, benefits and other compensation payable to or earned by the names and current salaries of all directors and elected and appointed officers Non-PEO employees as of the CompanyClosing Date. With respect to the PEO Employees, and Seller shall have facilitated the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees assignment of the Company by classification, PEO Agreement to Buyer and (iii) have paid all group insurance programs in effect for employees of the Company. The Company is not in default amounts owed to TriNet with respect to any of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following PEO Employees through the date of this AgreementClosing.
Appears in 1 contract
Employment Matters. (a) Other than services by employees Part 4.15 of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the Company.
(b) Neither the Company nor any other Person is a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth is a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees Business as of the CompanyEffective Date and their respective dates of hire, positions, base salary and commission and/or bonus schedule (if applicable). The Company Except as set forth on Part 4.15 of the Disclosure Schedule, none of such employees has any employment agreement or similar agreement (written or otherwise) with Seller or is covered by a collective bargaining agreement or included in a bargaining unit represented by a union. Except as set forth on Part 4.15 of the Disclosure Schedule, there have not in default been any unfair labor practice complaints, labor difficulties or work stoppages, or threats thereof, affecting any of Seller’s activities at the Business. Except as set forth on Part 4.15 of the Disclosure Schedule, Seller does not have any collective bargaining or union contracts or agreements and there is no union campaign presently being conducted to solicit employees to authorize a union to request a National Labor Relations Board certification election with respect to any of its obligations referred to in Seller’s employees at the preceding sentenceBusiness.
(gb) No Employee Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the date hereof or amounts required to be reimbursed to such employees. Seller has notified complied with applicable laws with respect to the Company payment of social security and unemployment taxes, and the withholding of income taxes, and Seller is not liable for or in writing arrears with respect to any wages, or taxes (including interest and penalties thereon) for failure to comply with any of the foregoing.
(c) Except as set forth on Part 4.15 of the Disclosure Schedule, Seller is not aware of any employee that he plans intends to terminate his or her employment relationship with Seller. Seller has no contract or understanding for the future employment of any person in connection with the Company during Business.
(d) Except as set forth on Part 4.15 of the 12 months following Disclosure Schedule, to the date Knowledge of this AgreementSeller, Seller has complied in all material respects with the applicable requirements for its employee medical and benefit plans as set forth in the Internal Revenue Code and the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder (“ERISA”), including, without limitation, Section 4980B of the Internal Revenue Code (as well as its predecessor provision, Section 162(k) of the Internal Revenue Code) and Sections 601 through 608, inclusive, of ERISA, which provisions are hereinafter referred to collectively as “COBRA.”
(e) Part 4.15 of the Disclosure Schedule includes a list of all former employees of Seller currently entitled to or receiving benefits under COBRA.
Appears in 1 contract
Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)
Employment Matters. (a) Other than services by employees The Vendor is in compliance with all terms and conditions of employment and all Applicable Laws respecting employment, including wages, hours of work, overtime, human rights and occupational health and safety, except for any such non-compliances which would not individually or in the aggregate have a Material Adverse Change and there are no outstanding claims, complaints, investigations or orders under any such Applicable Laws and to the knowledge of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the CompanyVendor there is no basis for such claim.
(b) Neither The Vendor has not and is not engaged in any unfair labour practice and no unfair labour practice complaint, or application, to the Company nor any other Person knowledge of the Vendor, is a party to any employment agreement with any Employee in respect of employment with pending or, Threatened against the CompanyVendor.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none Schedule 4.1(32)(c) of the foregoing Disclosure Letter sets forth the list of New Afton Employees, which indicates: (i) the title of each New Afton Employee and the location of their employment; (ii) the date each New Afton Employee was hired; (iii) which New Afton Employees are subject to a written employment agreement with the Vendor; (iv) the annual wage of each New Afton Employee at the date of such list, any bonuses paid to each New Afton Employee since the end of the Vendor’s last completed financial year and before the date of such list and all other bonuses, incentive schemes, benefits, commissions and other material compensation to which each New Afton Employee is threatenedentitled; (v) the annual and the number of accrued unused vacation days to which each New Afton Employee is entitled on the date of such list; (vi) the New Afton Employees that are not actively working on the date of this Agreement due to leave of absence, illness, injury, accident or other disabling condition; and (vii) the equity compensation (including, for greater certainty, options and restricted share units) held by each New Afton Employee on the date of such list.
(d) The Company is not and since May 4, 2001, and to the Knowledge Schedule 4.1(32)(d) of the Seller before Disclosure Letter lists: (i) all Contracts with any New Afton Employee who acts as a manager or executive in respect of Operations; and (ii) all Contracts with any New Afton Employees that timeprovide for severance, has not been a party to or bound by any collective bargaining termination or similar agreement with any labor organization payments or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge entitlements of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeesmore than $200,000.
(e) The Company Vendor is not currently, and has complied not been, a party to any Collective Agreement in respect of the New Afton Mine and Operations. No trade union, employee association council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with all provisions respect to any of Law pertaining the New Afton Employees including by way of certification, interim certification, voluntary recognition, related employer or successor employer rights, or, to the employment Vendor’s Knowledge, has applied or Threatened to apply to be certified as the bargaining agent of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in of the aggregate, have a Material Adverse EffectNew Afton Employees.
(f) Section 4.13(fAll amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits under the Benefits Plans have either been paid or properly accrued and accurately reflected in the Books and Records.
(g) Schedule 4.1(32)(g) of the Seller’s Disclosure Schedule Letter sets forth out a true and complete list of all active complaints before any Governmental Authority, including a labour relations board, tribunal or commission, filed by any New Afton Employees or former employees against the Vendor or any current or former director or officer of the Vendor, claiming or alleging that such entity, the Vendor or any of the New Afton Employees has violated any Laws applicable to New Afton Employees or former Employees.
(h) Except as disclosed in Schedule 4.1(32)(h) of the Disclosure Letter, there is no notice of assessment, provisional assessment, reassessment, supplementary assessment, penalty assessment or increased assessment which the Vendor has received during the past three years from any workplace safety and insurance or workers’ compensation board or similar Governmental Authority in any jurisdiction in which the Operations are carried on that remain unpaid.
(i) the names and current salaries of all directors and elected and appointed officers Each independent contractor of the CompanyVendor has been properly classified by the Vendor as an independent contractor, and the family relationships, if any, among Vendor has not received any notice from any Governmental Authority disputing such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence.
(gj) No Employee has notified There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and compensation legislation and, to the Company knowledge of the Vendor, no audit of the Vendor is currently being performed pursuant to any applicable workplace safety and compensation legislation. To the knowledge of the Vendor, there are no pending charges made under the Workers Compensation Act (British Columbia) or regulations thereunder relating to the Vendor in writing respect of the Operations, and there have been no fatal or critical accidents at the New Afton Mine within the last two years that he plans might reasonably be expected to terminate employment with lead to charges involving the Company during Vendor under the 12 months following the date of this AgreementWorkers Compensation Act (British Columbia) or regulations thereunder.
Appears in 1 contract
Employment Matters. (a) Other than services by employees of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the Company.
(b) Neither the Company nor any other Person is a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(fSchedule 1.1(a) of the Seller’s Disclosure Schedule Letter sets forth a true and complete list of all of Employees as of the date hereof with the following information, as applicable: name, job title, hire date, base salary or hourly rate, 2020 total incentive compensation, exempt/non-exempt Fair Labor Standards Act classification, work location (icity, state), full-time/part-time status, active/inactive status (and if inactive, start date of leave and expected return to work date), and accrued, unused sick and vacation time balance.
(b) Schedule 4.18(b) of the names Disclosure Letter contains a true and current salaries complete list of all directors non-entity independent contractors that currently provide services to the Business, or who have provided such services in 2021, with the following information: name and elected description of services.
(c) Sellers are not, and appointed officers have never been, a party to, or otherwise bound by, any collective bargaining or other agreement with a labor organization representing any of the CompanyEmployees, and the family relationshipsno such agreements are presently being negotiated. No organizing efforts are presently being made or, if anyto Sellers’ Knowledge, among such individualsthreatened, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to the Employees by or on behalf of any of its obligations referred to labor organization, and in the preceding sentencepast three (3) years Sellers have not experienced any such organizing efforts. In the past three (3) years, there has not been an actual or to Sellers’ knowledge, threatened, strike, slowdown, other concerted work stoppage, lockout, or other similar labor activity or material dispute involving the Employees. There has not been, nor, to Sellers’ Knowledge, has there been any threat of, any material grievance, dispute, investigation, charge, claim, lawsuit or arbitration with respect to labor matters.
(gd) Sellers are not, and in the past three (3) years, have not been, party to any material Action relating to any Employees, Sellers’ employment practices with respect to the Employees, or any labor or employment Law, and there are no such pending, or, to the Knowledge of Sellers, threatened, Actions.
(e) Except as set forth on Schedule 4.18(e) of the Disclosure Letter, the employment of each Employee is terminable at will. Except as set forth on Schedule 4.18(e) of the Disclosure Letter, the Closing of the transactions contemplated by this Agreement will not trigger any Employee’s right to termination pay, severance pay, a change in control payment or other remuneration. No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following as of the date of this AgreementAgreement given written notice to Sellers of his or her intent to terminate his or her employment.
(f) In the past three (3) years, Sellers have not implemented any plant closing or mass layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988 (WARN Act), and no such action will be implemented prior to the Closing, in each case relating to the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Evoqua Water Technologies Corp.)
Employment Matters. (a) Section 3.9(a) of the Seller Disclosure Schedule sets forth, as of the date hereof: the name, employment location, employee identification number, date of hire, current title, current annual salary and any bonus or commitment to pay any other amount or benefit in connection with a termination of employment or otherwise (including all remuneration payable, vacation pay balances, recuperation pay, balances, illness pay balances, fringe benefits, balances in provident or pension funds, car, telephone, managers insurance, any profit sharing commission, statutory and non-statutory severance pay, prior notice and compensation and damages rights regarding employment termination), if applicable, of all officers, directors and employees of Seller or any Seller Subsidiary employed in the Business (including any such employee who is on leave of absence (including short- or long-term sick leave, maternity/paternity leave, military leave or other administrative leave) from Seller or any Seller Subsidiary) (collectively, the “Employees”) with an indication whether any such Employees are on any type of leave of absence. To the best knowledge of Seller, no such Persons referred to in the preceding sentence have made a threat or otherwise indicated any intent to Seller, to any Seller Subsidiary or to any of the officers or directors of Seller or any Seller Subsidiary to cancel or otherwise terminate such Person’s relationship with Seller or such Seller Subsidiary. Other than services by employees as set forth on Section 3.9(a) of the Seller Disclosure Schedule, there is no Person that may be deemed to be an employee of the Seller or its Affiliates provided under any Seller Subsidiary employed in the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the CompanyBusiness.
(b) Neither Other than the Company Seller Plans and as set forth in Section 3.9(a) of the Seller Disclosure Schedule, neither Seller nor any Seller Subsidiary is subject to, nor do any of the Employees benefit from, any agreement, arrangement, understanding or custom between or among any of the Employees, on one hand, and Seller and/or any Seller Subsidiary, on the other Person is a party to any employment agreement with any Employee in respect of employment with the Companyhand.
(c) There Except as set forth in Section 3.9(c) of the Seller Disclosure Schedule, no Action in respect of any Employees is not presently pending or existing any strikeor, slowdownto the knowledge of Seller, picketing, work stoppage or employee grievances in process, threatened against Seller or any proceeding against Seller Subsidiary by or affecting on behalf of any past, present or prospective employee of the Company relating Business, including Actions related to discrimination, harassment, wrongful termination, workers’ compensation or disability. To the alleged knowledge of the Seller, there is no violation of any Law pertaining employment contract between or among Seller or any Seller Subsidiary, on one hand, and any Employee, on the other hand. Neither Seller nor any Seller Subsidiary is a party to, or otherwise bound by, any Governmental Order relating to labor relations its respective employees or employment matters, and, to the Seller’s Knowledge, none practices in respect of the foregoing Business, and Seller and the Seller Subsidiaries are in compliance in all material respects with all applicable policies and agreements relating to wages, hours, employment, employment practices and terms and conditions of employment in respect of the Business. Seller and the Seller Subsidiaries have withheld and paid to (or are holding for payment not yet due) the appropriate Governmental Authority all amounts required by Law or agreement to be withheld from the wages or salaries due to each of the Employees. Seller and the Seller Subsidiaries have paid in full to all of the Employees all wages, salaries, bonuses, benefits, commissions and other compensation due to them or otherwise arising under any Law, plan, policy, practice, program or agreement and have not unlawfully withheld any such wages, salaries, bonuses, benefits, commissions or other compensation. All amounts that Seller or any Seller Subsidiary is threatenedlegally or contractually required to deduct from the Employees’ salaries or transfer to such employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or otherwise, have been duly paid into the appropriate fund or funds, and Seller and the Seller Subsidiaries have no outstanding obligation to make any such transfer or provision.
(d) The Company is not Seller and since May 4each Seller Subsidiary are in compliance with their respective obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988, 2001as amended (the “WARN Act”), and to any similar state or local law, in respect of the Knowledge Business. Except as set forth in Section 5.1(i) of the Seller before that timeDisclosure Schedule, has Seller and each Seller Subsidiary have not been a party had any layoffs of Employees within 90 days prior to the Closing Date. Buyer will have no liability under the WARN Act due to actions taken by Seller or any Seller Subsidiary prior to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to on the Employees. Since May 4, 2001, and to Closing Date that might trigger an employer’s obligations under the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the EmployeesWARN Act.
(e) The Company has complied with all provisions Except as described on Section 3.9(e) of Law pertaining to the employment Seller Disclosure Schedule, neither the execution and delivery of employeesthis Agreement or the Collateral Agreements, including such Laws relating to labor relationsnor the consummation of the transactions contemplated thereby, equal employment and fair employment practices, except for any noncompliance that would not, individually will (either alone or in conjunction with any other event, such as termination of employment) (i) result in any material payment (including severance payments, payments under any other agreements, unemployment compensation payments, payments subject to Section 280G of the aggregate, have a Material Adverse EffectCode or otherwise) becoming due to any Business Employee under any Seller Plan or otherwise or (ii) result in any acceleration of the time of payment or vesting of any material benefits with respect to any Business Employee.
(f) Except as described on Section 4.13(f3.9(f) of the Seller’s Seller Disclosure Schedule sets forth a true and complete list of (i) the names and Schedule, all current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried U.S. employees of the Company by classificationBusiness are, and (iii) all group insurance programs in effect for former U.S. employees of the Company. The Company is not in default with respect Business whose employment terminated, voluntarily or involuntarily, within the three years prior to any of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement, were legally authorized to work in the United States. Except as described on Section 3.9(f) of the Seller Disclosure Schedule, Seller has completed and retained the necessary employment verification paperwork under the Immigration Reform and Control Act of 1986 (“IRCA”) for the employees hired prior to the date of this Agreement, and Seller has complied with anti-discrimination provisions of the IRCA. Further, at all times prior to the date of this Agreement, Seller was in material compliance with both the employment verification provisions (including without limitation the paperwork and documentation requirements) and the anti-discrimination provisions of IRCA.
Appears in 1 contract
Samples: Asset Purchase Agreement (Transaction Systems Architects Inc)
Employment Matters. (a) Other than services by employees None of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who Transferred Employees are employed subject to provide services in respect of the Company are employed by the Company.
(b) Neither the Company nor any other Person is a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining agreement or similar agreement with any a labor organization union or work rules or practices agreed to with any labor organization or similar employee association applicable with respect to their employment by the Employees. Since May 4, 2001, and to the Knowledge Assignor TBG Entities or any of the Seller before that timetheir Affiliates, no labor union or similar employee association has been certified by the National Labor Relations Board (the “NLRB”) or any comparable entity as a bargaining agent for representative with respect to any of the EmployeesTransferred Employees and, to the knowledge of the Assignor TBG Entities, no notice has been received from any labor union stating that it has been designated as the bargaining agent for representation petition respecting any of the Employees, and no petition Transferred Employees has been filed by with the NLRB or any labor union requesting an election comparable entity. To the knowledge of the Assignor TBG Entities, except as set forth on Schedule 2.6(a) of the Disclosure Schedule, there are no current efforts to determine whether or not it is the exclusive bargaining agent for organize any of the Transferred Employees into any collective bargaining unit or any solicitation of them to join any labor organization, in each case with respect to their employment by the Assignor TBG Entities or any Affiliate. With respect to the Business, including, without limitation, the Transferred Employees.
(e) The Company has complied , the Assignor TBG Entities are in material compliance with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal applicable laws respecting employment and fair employment practices, pay equity, occupational safety and health standards, terms and conditions of employment, and wages and hours except for any instances of noncompliance that would notthat, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(faggregate are not material. Except as set forth on Schedule 2.6(b) of the Seller’s Disclosure Schedule, there are no outstanding assessments, penalties, fines, liens (other than any Existing Encumbrances), charges, surcharges, or other amounts, in each case, of a material nature, due or owing pursuant to any workplace safety and insurance/workers’ compensation legislation in respect of the Business. Schedule 2.6(c) of the Disclosure Schedule sets forth a true all wages and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default other amounts accrued with respect to any Transferred Employees for all periods ending prior to the Closing Date (the “Employee Payments”), and, except as set forth on Schedule 2.6(d) of its obligations referred the Disclosure Schedule and with respect to in the preceding sentence.
(g) No Assumed Benefits, the Assignor TBG Entities have paid all Employee has notified the Company in writing that he plans Payments owing on or prior to terminate employment with the Company during the 12 months following the date of this Agreementhereof.
Appears in 1 contract
Employment Matters. (a) Other than services by employees Prismic's sole Employees as at the date of this Agreement and as at the Seller or its Affiliates provided under the agreements Closing will be Xxxxxxx Xxxxxx and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the CompanyXxxxx Xxxxxxxx.
(b) Neither the Company nor Prismic does not have any other Person is a party to employee benefit plans, Contracts, programs, policies, practices, material undertakings and arrangements (whether oral or written, formal or informal, funded or unfunded) maintained for, available to, or otherwise relating to, any employment agreement with Employees, directors or officers, or former Employees, directors or officers, of Prismic, or any spouses, dependents or survivors of any Employee or former Employee of Prismic, or in respect of employment with the Company.
(c) There which Prismic is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by or is obligated to contribute or in any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4way liable, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it insured or whether or not subject to any Applicable Laws, including bonus, deferred compensation, incentive compensation, share purchase, share appreciation, share option, severance and termination pay, hospitalization, health and other medical benefits including medical or dental treatment or expenses, life and other insurance including accident insurance, vision, legal, long-term and short-term disability, salary continuation, vacation, supplemental unemployment benefits, education assistance, equity or equity-based compensation, change of control benefits, profit-sharing, mortgage assistance, employee loan, employee assistance and pension, retirement and supplemental retirement plans.
(c) Prismic does not have any obligation to pay any change-in-control, sale, completion, incentive, stay, retention and similar bonuses or payments to any current or former Employee, officer or director as a result of the transactions contemplated by this Agreement.
(d) Prismic has provided to the Purchaser a list of all independent contractors to Prismic, and the Purchaser has been provided with copies of all Contracts with respect to each of such Persons. Each independent contractor has been properly classified as an independent contractor and Prismic has not received any notice in writing or any material oral notice from any Governmental Body disputing such classification.
(e) Prismic is the exclusive not currently, and has not been, a party to any collective agreement, letter of understanding, letter of intent or other written communication or Contract with any trade union, association that may qualify as a trade union, council of trade unions, employee bargaining agent for or affiliated bargaining agent, which would cover any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) Since incorporation of the Seller’s Disclosure Schedule sets forth a true and complete list Prismic, no notice in writing has been received by Prismic, any Majority Shareholder or any Affiliate thereof of (i) the names and any complaint filed by any of its Employees or former Employees against Prismic or any current salaries of all directors and elected and appointed officers of the Companyor former director or officer thereof, and the family relationshipsor is threatened or pending, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default claiming or alleging that Prismic has violated any Applicable Laws with respect to employee or human rights or of any complaints or actions of its obligations referred to in the preceding sentenceany kind involving Prismic before any Governmental Body.
(g) No Employee has notified the Company in writing stated that he plans or she will resign or retire or cease to terminate employment with provide work or services as a result of the Company during closing of the 12 months following transactions contemplated by this Agreement.
(h) There is no notice of assessment, provisional assessment, reassessment, supplementary assessment, penalty assessment or increased assessment Prismic has received before the date of this AgreementAgreement during the past three years from any workplace safety and insurance or workers compensation board or similar Governmental Body in any jurisdiction where the Business is carried on that remain unpaid.
Appears in 1 contract
Employment Matters. (a) Other than services by employees Schedule 1.5 hereto contains a true and accurate list of each Seller Employee, together with such person’s position, date of hire, current salary, accrued paid time off, and amount of any other accrued benefits to which such person may be entitled or for which such person has made either written or oral claim to Seller, whether or not such Seller Employee is designated as a Transferring Employee. Seller has paid or made provision for the payment of all accrued benefits and wages for all Seller or its Affiliates provided under Employees through the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the CompanyClosing Date.
(b) Neither the Company nor Except as indicated on Schedule 1.5, no Transferring Employee (i) has an employment agreement with Seller, whether written or oral or (ii) has indicated that he or she intends to terminate his or her employment with Seller or seek a material change in his or her duties or status. To Seller’s Knowledge, each Seller Employee, including without limitation each Transferring Employee, who is required to be licensed by applicable law is so licensed, and copies of such Licenses are attached to Schedule 1.5 hereto. 4416103v.8
(c) Except as listed on Schedule 4.15(c), (i) Seller is not a party to any collective bargaining contracts or any other Person contracts, agreements or understandings with any labor unions or other representatives of the Seller Employees (a “Labor Contract”); (ii) Seller is not subject to any union organizing activities; (iii) Seller has not breached or otherwise failed to comply with any provision of any Labor Contract, and there are no grievances outstanding against Seller under any Labor Contract; (iv) there are no unfair labor practice complaints pending against Seller with respect to the Seller Employees before the National Labor Relations Board or any current union representation questions involving the Seller Employees; and (v) there is no strike, slowdown, work stoppage or lockout or, to Seller’s Knowledge, threat thereof, by or with respect to the Seller Employees. The consent of any labor union which is a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There Labor Contract is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting required to consummate the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatenedtransactions contemplated by this Agreement.
(d) The Company is Buyer shall not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to assume any liability or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent responsibility for any benefit or other obligations arising out of or under any Employee Benefit Plan to which any Transferring Employee or Seller Employee is or may be entitled to without regard to whether such obligation or responsibility arises under the Employeesterms of such Employee Benefit Plan or applicable Law. Seller shall retain all liability and responsibility for benefits, no notice has been received from administration and compliance with the terms of any labor union stating that it has been designated as the bargaining agent for and all Employee Benefit Plans and applicable Laws with regard to any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeesall Employee Benefit Plans.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the To Seller’s Disclosure Schedule sets forth a true and complete list Knowledge, no person employed by or affiliated with Seller has employed or proposes to employ any trade secret or any information or documentation proprietary to any former employer and, no person employed by or affiliated with Seller has violated any confidential relationship which such person may have had with any third party while working on behalf of (i) the names and current salaries of all directors and elected and appointed officers of the CompanySeller, and the family relationships, if any, among Seller has no reason to believe that any such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentenceevent could occur.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Employment Matters. (a) Other than services by employees Except as disclosed in Section 2.09(a) of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s CUB Disclosure Schedule, each of CUB, the only individuals who are employed to provide services in respect of Subsidiaries and the Company are employed by the Company.
(b) Neither the Company nor any other Person is a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There Trusts, is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining contract, arrangement or similar agreement with understanding (written or otherwise) for the employment, retention or engagement of any labor organization past or work rules or practices agreed to with any labor organization present officer or employee association that, by its terms, is not terminable by CUB, the Subsidiaries or the Trusts, respectively, for any reason or for no reason, on thirty (30) days’ written notice or less without the payment of any amount by reason of such termination.
(b) CUB, the Subsidiaries and the Trusts are and have been in material compliance with all applicable federal, state and local laws, regulations, ordinances and rulings respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and (i) CUB, the Subsidiaries and the Trusts are not engaged in any unfair labor practice or other employment and/or wage-related policy, practice or action in violation of any federal, state or local law, regulation, ordinance or ruling, including without limitation those related to wages and hours under the Fair Labor Standards Act (FLSA); (ii) there is no unfair labor practice or employment-related complaint against CUB, the Subsidiaries or the Trusts pending or, to the Employees. Since May 4knowledge of CUB, 2001threatened before any state or federal court, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board Board, the Equal Employment Opportunity Commission (EEOC), the Kentucky Commission on Human Rights (“KCHR”), the Kentucky Labor Cabinet (or Kentucky OSH) or any other federal, state or local administrative body relating to employment or employment-related policies, practices or conditions; (iii) there is no labor dispute, strike, slowdown or stoppage, or union representation proceedings or organizing activity actually occurring, pending or, to the knowledge of CUB, threatened against or directly affecting CUB, the Subsidiaries or the Trusts; and (iv) neither CUB nor the Subsidiaries or the Trusts has experienced any material work stoppage or other material labor difficulty during the past five (5) years.
(c) Except as bargaining agent for disclosed in Section 2.09(c) of the CUB Disclosure Schedule, neither the execution nor the delivery of this Agreement, nor the consummation of any of the Employeestransactions contemplated hereby, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of will (i) result in any payment (including without limitation severance, unemployment compensation or golden parachute payment) becoming due to any director or employee of CUB, the names and current salaries Subsidiaries or the Trusts from any of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individualsentities, (ii) the wage rates for non-salaried and non-executive salaried employees increase any benefit otherwise payable under any of the Company by classification, and their respective employee plans or (iii) all group insurance programs result in effect for employees the acceleration of the Companytime of payment of any such benefit. The Company is not in default No amounts paid or payable by CUB, the Subsidiaries or the Trusts to or with respect to any employee or former employee of its CUB, the Subsidiaries or the Trusts will fail to be deductible for federal income tax purposes by reason of Sections 162(m), 280G or 404 of the Code or otherwise.
(d) Except as set forth in Section 2.09(d) of the CUB Disclosure Schedule, all accrued obligations and liabilities of CUB, the Subsidiaries and the Trusts, whether arising by operation of law, by contract or by past custom, for payments to trust or other funds, to any government agency or body or to any individual director, officer, employee or agent (or his heirs, legatees or legal representative) with respect to unemployment compensation or social security benefits and all pension, retirement, savings, stock purchase, stock bonus, stock ownership, stock option, stock appreciation rights or profit sharing plan, any employment, deferred compensation, consultant, bonus or collective bargaining agreement or group insurance contract or other incentive, welfare or employee benefit plan or agreement maintained by CUB, the Subsidiaries or the Trusts for their current or former directors, officers, employees and agents have been and are being paid to the extent required by law or by the plan or contract, and adequate actuarial accruals and/or reserves for such payments have been and are being made by CUB, the Subsidiaries or the Trusts in accordance with generally accepted accounting and actuarial principles. Except as set forth in Section 2.09(d) of the CUB Disclosure Schedule, all obligations and liabilities of CUB, the Subsidiaries and the Trusts, whether arising by operation of law, by contract, or by past custom, for all forms of compensation, including, without limitation, deferred compensation, which are or may be payable to their current or former directors, officers, employees or agents have been and are being paid, and adequate accruals and/or reserves for payment therefore have been and are being made in accordance with GAAP. All accruals and reserves referred to in this Section 2.09(d) are correctly and accurately reflected and accounted for in the preceding sentencebooks, statements and records of CUB, the Subsidiaries and the Trusts.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (German American Bancorp, Inc.)
Employment Matters. (a) Other than services by employees Schedule 4.27 sets forth a complete list of all Employees, together with the titles, service dates and material terms of employment, including current wages, salaries or hourly rate of pay of, and bonus (whether monetary or otherwise) paid and/or payable since the beginning of the Seller most recently completed fiscal year or its Affiliates provided under payable in the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedulecurrent fiscal year to each such Employee, the only individuals who are employed to provide services in respect of date upon which such wage, salary, rate or bonus became effective and the Company are employed date upon which each such Employee was first hired by the CompanyVendor. Except as disclosed, no Employee is on long-term disability leave, extended absence or receiving benefits pursuant to the Workplace Safety and Insurance Act (Ontario).
(b) Neither the Company nor any other Person is a party to any Except for those written employment agreement contracts with salaried Employees identified in Schedule 4.27, there are no written contracts of employment entered into with any Employee in respect Employees or any oral contracts of employment which are not terminable on the giving of reasonable notice in accordance with the Companyapplicable law.
(c) There is not presently pending Except as set out in Schedule 4.27 there are no employment policies or existing any strikeplans, slowdownincluding policies or plans regarding incentive compensation, picketingstock options, work stoppage severance pay or employee grievances in processother terms or conditions of employment or terms or conditions upon which Employees may be terminated, or any proceeding against or affecting which are binding upon the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatenedVendor.
(d) The Company Business has been and is not being operated in compliance in all material respects with all Laws relating to employees, including employment standards, Occupational Health and since May 4Safety Laws, 2001human rights, labour relations, workplace safety and insurance and pay equity. The Vendor has complied with and posted plans as required under the Ontario Pay Equity Act. There have been no claims or complaints, nor to the Knowledge knowledge of the Seller before that timeVendor are there any threatened claims or complaints, against the Vendor pursuant to any such Laws. To the knowledge of the Vendor nothing has not been occurred which might lead to a party to claim or bound by complaint against the Vendor under any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable such Laws. There are no issued or, to the Employees. Since May 4, 2001, and to the Knowledge knowledge of the Seller before that timeVendor, no labor union has been certified by pending decisions or settlements which place any obligation upon the National Labor Relations Board as bargaining agent for Vendor to do or refrain from doing any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeesact.
(e) The Company has complied with all provisions of Law pertaining All current assessments under the Workplace Safety and Insurance Act (Ontario) in relation to the employment of employees, including Business have been paid or accrued by the Vendor and the Business has not been and is not subject to any special or penalty assessment or surcharge under such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effectlegislation which has not been paid.
(f) Section 4.13(fThe Vendor has made available to the Purchaser for review, all inspection reports under the Occupational Health and Safety Act (Ontario) relating to the Business. There are no outstanding inspection orders made under the Occupational Health and Safety Act (Ontario) relating to the Business. Except as set forth in Schedule 4.27, the Vendors are operating in compliance with all Occupational Health and Safety Laws in all material respects, including but not limited to the Workplace Hazardous Materials Information System (WHMIS), in connection with the Business. To the knowledge of the Seller’s Disclosure Vendor, there are no pending or threatened charges against the Business under Occupational Health and Safety Laws relating to the Business. Except as set out in Schedule sets forth a true and complete list of (i) 4.27, there have been no fatal or critical accidents which have occurred in the names and current salaries of all directors and elected and appointed officers course of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees operation of the Company by classification, Business which might lead to charges under Occupational Health and (iii) all group insurance programs in effect for employees Safety Laws. To the knowledge of the CompanyVendor, there are no materials present in the Business, exposure to which may result in an occupational disease as defined in the Workplace Safety and Insurance Act (Ontario). If such materials, including asbestos, are required to be removed to comply with Occupational Health and Safety Laws, the Vendor agrees to indemnify the Purchaser for any and all reasonable costs arising from such removal. The Company is not Vendor has complied in default all respects with respect any Remedial Orders issued under Occupational Health and Safety Laws. To the knowledge of the Vendor, there are no appeals of any Remedial Orders under Occupational Health and Safety Laws relating to any of its obligations referred to in the preceding sentenceBusiness which are currently outstanding.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Employment Matters. (a) Other than services by As to employees of the Seller Companies or their Subsidiaries who are employed immediately prior to the Closing (whether salaried or hourly, and full-time or part-time), whether or not actively employed on the date hereof, e.g., including employees on vacation and leave of absence, including maternity, family, sick, military or short-term disability leave but excluding any employees on long-term disability or employees on leave without a designated date of return (the “Business Employees”), the Purchaser agrees: (i) for the 12-month period following the Closing Date, to provide, cash compensation levels and employee benefits that, in the aggregate, shall be comparable to the cash compensation levels and employee benefits made available to Business Employees immediately prior to the Closing but only to the extent such comparable employee benefits can be established pursuant to the Services Agreement; (ii) to waive any limitations regarding pre-existing conditions, exclusions and waiting periods under any plan that provides for medical benefits maintained by the Purchaser or any of their Affiliates for the benefit of such Business Employee to the same extent waived under comparable Benefit Plans; (iii) for all purposes under all benefit plans of the Purchaser or its Affiliates provided in which such Business Employee is eligible to participate, to treat all service by the Business Employee with the Sellers or their Affiliates before the Closing Date as service with the Purchaser and its Affiliates, excluding benefit accruals under defined benefit pension plans and all benefit accruals under the agreements Pearson Group Pension Plan (the “Pearson Plan”); and arrangements set forth on Section 4.19 (iv) to recognize any unused accrued sick, vacation or personal leave days that such Business Employee has accrued as of the Seller’s Disclosure ScheduleClosing Date for purposes of the vacation plan or policies of the Purchaser or its Affiliates. To the extent required by applicable Law, the only individuals who are employed Purchaser shall cause the Companies to provide services in respect hire any former employee of the Company are employed by the CompanyCompanies or their Subsidiaries who return to work following long-term disability leave or another leave without a designated date of return.
(b) Neither Without limiting the Company nor scope of Section 8.7(a), should the employment of any other Person is a party Business Employee be terminated by the Purchaser or its Affiliates during the 12-month period following the Closing, the Purchaser shall provide such Business Employee severance payments and benefits in an amount no less than that to any employment agreement with any which the Business Employee in respect would have been entitled pursuant to the terms of employment with the Companyseverance pay plan applicable to such employee (taking into account both pre-Closing and post-Closing service performed by such Business Employee, and without regard to the ability of the plan administrator thereunder to reduce the severance levels).
(c) There is not presently pending or existing any strikeThe Purchaser acknowledges that PGS has entered into retention/severance agreements and arrangements (the “Retention/Severance Agreements”) with certain Business Employees, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none as listed on Section 8.7(c) of the foregoing is threatenedSeller Disclosure Schedule, and that such agreements and arrangements shall be deemed part of the assets and liabilities of the Companies at Closing. The Purchaser agrees to cause the Companies or their Subsidiaries to satisfy all obligations and liabilities in respect of the Retention/Severance Agreements in accordance with the terms thereof. The Purchaser and the Sellers agree that, for the purposes of the Retention/Severance Agreements, the “Sale Proceeds” (as defined in such agreements) shall equal six hundred million dollars ($600,000,000).
(d) The Company is not and since May 4Upon or as soon as practicable after the Closing, 2001the Purchaser shall cause to be maintained for the benefit of the Business Employees a defined contribution plan intended to be qualified under Section 401(a) of the Code which includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (the “Purchaser’s 401(k) Plan”). As soon as practicable thereafter, and if requested by a Business Employee, the Sellers or one of their Affiliates shall take all actions necessary to initiate a transfer of eligible rollover distributions as defined in section 401(a)(31) of the Code, from the tax-qualified 401(k) plan maintained by the Sellers or their Affiliates in which the Business Employees participate (the “Seller’s 401(k) Plan”), to the Knowledge Purchaser’s 401(k) Plan, and the Purchaser shall cause the Purchaser’s 401(k) Plan to accept such rollover. Individual account balances shall be valued as of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001date of transfer, and to the Knowledge transfer shall be in cash, except that outstanding loan balances shall be transferred in the form of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether notes or not it is the exclusive bargaining agent for any of the Employeesother documentation evidencing such loans.
(e) The Company has complied Sellers and their Affiliates (excluding the Companies and their Subsidiaries) shall retain responsibility for and continue to pay all medical, life insurance, disability, and other welfare plan expenses and benefits for each Business Employee with all provisions of Law pertaining respect to claims incurred by such Business Employees or their covered dependents prior to the employment Closing Date. Purchaser shall cause the Companies or their Subsidiaries to be responsible for all health, disability and workers compensation claims in respect of employeesthe Business Employees (or their beneficiaries and dependents) with respect to claims incurred on or following the Closing Date. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed, provided that a claim shall be deemed to be incurred when the death occurs in the case of life insurance, and when the disability occurs in the case of disability benefits. Notwithstanding the foregoing, with respect to any Business Employee who is receiving short-term disability benefits prior to Closing, Purchaser shall be responsible for providing such benefits, including such Laws relating to labor relationssalary continuation, equal employment and fair employment practices, except for any noncompliance that would not, individually or in following the aggregate, have a Material Adverse EffectClosing.
(f) Without limiting the scope of Section 4.13(f) 8.7(a), the Purchaser shall cause the Companies or their Subsidiaries to assume the 2006 Annual Incentive Plan in respect of the Seller’s Disclosure Schedule sets forth a true Business Employees and complete list of (i) the names and current salaries of all directors and elected and appointed officers pay bonuses thereunder in respect of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to full calendar year 2006 in the preceding sentenceamounts and manner that such bonuses would have been payable had the transactions contemplated by this Agreement not occurred.
(g) No Employee has notified Notwithstanding anything herein to the Company contrary, with respect to Business Employees of Pearson Government Solutions Limited (the “UK Business Employees”) the Purchaser shall maintain, for at least 12 months after the Closing Date employee benefits which are comparable to current employee benefits and further shall maintain cash compensation levels which are no less favorable than the cash compensation levels provided to UK Business Employees immediately prior to the Closing (or, if current employee benefits cannot reasonably be continued for practical reasons, the Purchaser shall provide comparable benefits of equal or greater value). The Purchaser agrees that, following the expiration of the 12-month period commencing as of the Closing Date, any change to the terms and conditions of employment enjoyed by the UK Business Employees will be made in writing that he plans to terminate employment accordance with the Company during appropriate information and consultation process required under English common law and statute.
(h) With respect to the 12 months UK Business Employees, the Purchaser will establish or nominate a pension scheme (or more than one scheme so long as the schemes together meet the following requirements) (the “Purchaser’s Plan”), which (i) is a registered scheme for the purposes of the Finance Xxx 0000 and is contracted-out of the UK State Second Pension, (ii) provides benefits on a defined benefit basis for those Business Employees who were accruing benefits on this basis (A) under the Public Services Section of the Pearson Plan immediately before the Closing, and (B) under the Final Pay Section of the Pearson Plan but only to the extent that the UK Business Employees in the Final Pay Section of the Pearson Plan have a contractual entitlement to a continuation of their pension rights in respect of future service under their terms of employment immediately prior to the Closing (“DB Members”), and on a defined benefit or defined contribution basis for those employees who were accruing benefits under the Pearson Plan on a defined contribution basis immediately before the Closing (“DC Members”), (iii) provides benefits which are at least broadly equivalent in value overall for each employee to those they were accruing under the Pearson Plan immediately before Closing, and (iv) ensures that death in service benefits will be continued for each of the UK Business Employees which are broadly equivalent in value and provided on the same terms for each such employee to the death in service benefits they were accruing immediately before the Closing.
(i) The Purchaser will ensure that each of the UK Business Employees who were members of the Pearson Plan immediately before the Closing (“Member Employees”) will be invited to become members of the Purchaser’s Plan with effect from the Closing, and will be invited to transfer their accrued rights to benefits under the Pearson Plan to the Purchaser’s Plan. The transfer basis to be used in respect of any transfer of the accrued pension rights of the DB Members from the Pearson Plan to any arrangement provided for the DB Members by the Purchaser will be on written terms to be agreed by an actuary nominated by the Purchaser and an actuary nominated by the Sellers (the “Actuary’s Letter”). In the event of the actuaries being unable to agree on the terms of the Actuary’s Letter within 14 days following the date signing of this Agreement, the terms of the Actuary’s Letter will be determined by an independent actuary nominated by the President of the Institute of Actuaries, the costs of such actuary will be borne equally by the Purchaser and the Sellers, and whose determination will be binding on all the parties to this Agreement. For each Member Employee for whom such a transfer payment is made from the Pearson Plan to the Purchaser Plan, the Purchaser will ensure that the Purchaser’s Plan provides benefits for and in respect of that Member Employee which are equal in value to the transfer value received by the Purchaser’s Plan, and which are provided on a defined benefit basis for DB Members will on a defined benefit or defined contribution basis for DC Members.
(j) Immediately upon receiving the certificate from the actuary to the trustee of the Pearson Plan setting out the amount due from Pearson Government Solutions Limited under sections 75 and 75A of the Pensions Xxx 0000 in connection with the transactions contemplated hereby (the “Pearson Plan Debt”), Pearson Government Solutions Limited will forward such certificate to Pearson. Within 5 Business Days of receiving such certificate, Pearson shall pay or cause to be paid to the Purchaser (or its designated Affiliate) as a Purchase Price adjustment, an amount equal to the Pearson Plan Debt. Purchaser will ensure that Pearson Government Solutions Limited will pay the Pearson Plan Debt within 5 Business Days of receipt by the Purchaser (or its designated Affiliate) of the amount from Pearson equal to the Pearson Plan Debt. Thereafter, Purchaser (or its designated Affiliate) shall pay or cause to be paid to Pearson, as a Purchase Price adjustment, an amount equal to the tax benefit received and utilized as a result of the amount of any United Kingdom tax deduction taken by Pearson Government Solutions Limited (or, by group relief, by any other company that is a member of the same group as Pearson Government Solutions Limited) with respect to the Pearson Plan Debt, with each such payment to be made within 14 Business Days of tax relief being utilized by Pearson Government Solutions Limited (or any company which is a member of the same group as Pearson Government Solutions Limited). For the purposes of this clause, a tax benefit is received and utilized on the date that a company is relieved of an obligation to pay an amount of Tax which would otherwise be payable but for a tax deduction or relief arising from the Pearson Plan Debt amount (such date, the “Payment Date”). The Purchaser shall act reasonably and in good faith in calculating and taking into account such United Kingdom tax deductions, and shall provide to Pearson a statement, on or prior to the Payment Date, describing in reasonable detail the amount of such tax deduction, and resulting Purchase Price adjustment, for such year. For purposes of this clause, Purchaser shall be deemed to act reasonably and in good faith if Purchaser treats deductions arising from the payment of the Pearson Plan Debt amount pro-rata and in the same manner as any other Tax deduction or allowance arising in the same accounting period.
(k) Except as otherwise provided in this Section 8.7, neither the Purchaser nor any of its Affiliates shall adopt, become a sponsoring employer of, or have any liabilities or obligations with respect to the Sellers Benefit Plans.
Appears in 1 contract
Samples: Stock Purchase Agreement (PAS, Inc.)
Employment Matters. (a) Other than services by employees Schedule 4.11 lists all Business Employees, together with their title/position, primary workplace location, date of commencement of employment with Seller, and current annual rate of base salary or hourly rate of pay (as applicable). Schedule 4.11 also notes Business Employees currently on disability or other leaves of absence (including the Seller date such disability or its Affiliates leave commenced and the expected date of return to active employment, if it has been provided under the agreements and arrangements to Seller). Except as set forth on Section 4.19 of the Seller’s Disclosure ScheduleSchedule 4.11, the only individuals who there are employed to provide services in respect of the Company are employed by the Companyno written employment contracts or severance agreements with any Business Employee.
(b) Neither To Seller’s Knowledge, Seller’s 401(k) Plan and related trust is now and always has been operated in all material respects in accordance with all Applicable Laws (including ERISA and the Company nor any Code). No Proceeding is pending or, to the Knowledge of Seller, threatened with respect to Seller’s 401(k) Plan (other Person is a party than claims for benefits in the ordinary course) and, to the Knowledge of Seller, no fact or event exists that could give rise to any employment agreement with any Employee in respect of employment with the Companysuch Proceeding.
(c) There Seller’s 401(k) Plan is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances qualified under Section 401(a) of the Code in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, all material respects and, to the Seller’s Knowledge, none Knowledge of the foregoing is threatenedSeller, nothing has occurred that could reasonably be expected to negatively affect such qualified status.
(d) The Company Transactions contemplated by this Agreement, individually or in the aggregate, will not result in payment of any excise tax arising under Section 4999 of the Code.
(e) Neither the Seller nor any of its ERISA Affiliates has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit guaranty corporation arising in the ordinary course) for which Buyer could have any liability after the Closing Date.
(f) Seller is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any a labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for representing any of the Employees. There has not been, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employeesnor, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the CompanyKnowledge, and the family relationshipshas there been any threat of, if anyany strike, among such individualsslowdown, (ii) the wage rates for non-salaried and non-executive salaried work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting Seller or any employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentenceBusiness.
(g) No Employee Seller is in compliance in all material respects with all Applicable Laws pertaining to employment and employment practices to the extent they relate to employees of the Business, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority. To Seller’s Knowledge, there is no claim with respect to payment of wages, salary or overtime pay that has notified the Company been asserted or is now pending or threatened before any Governmental Authority with respect to any Persons currently or formerly employed by Seller in writing that he plans to terminate employment connection with the Company during Business. Seller is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees of the 12 months following Business or employment practices. To Seller’s Knowledge, there is no Proceeding with respect to a violation of any occupational safety or health standard that has been asserted or is now pending or, to the date Knowledge of this AgreementSeller, threatened with respect to Seller and related to the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Alj Regional Holdings Inc)
Employment Matters. (a) Other than services by No Employee is covered by, and no Seller is bound by, a collective bargaining or other labor-related agreement with any union or employee organization and, to Seller’s Knowledge, there have been no labor union organizing activities with respect to any employees of Sellers in the past three (3) years. No Seller is a party to, or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Scheduleotherwise bound by, the only individuals who are employed any Order, consent decree with, or citation by, any Governmental Entity relating to provide services in respect of the Company are employed by the Companyemployees or employment practices.
(b) Neither Section 4.7 of the Company nor Disclosure Schedules sets forth a true, complete and correct list of all material Seller Benefit Plans, and Sellers have delivered to Buyer copies of the plan documents and any other Person is a party amendments thereto with respect to each such Seller Benefit Plan and, to the extent relevant, the most recent IRS determination or opinion letter with respect to any such Seller Benefit Plan. Each Seller Benefit Plan has been operated in all material respects in accordance with its terms and applicable Law. The Sellers do not sponsor, maintain, contribute to or have any liability with respect to any employee benefit plan subject to Title IV of ERISA, and the Sellers have no obligation to provide post-employment agreement with welfare benefits to any Employee in respect current employee except as required by Section 4980B of employment with the CompanyCode or similar Law.
(c) There is Except as would not presently pending or existing any strikereasonably be expected to be material to the Business, slowdowntaken as a whole, picketingSellers have complied in all material respects with all applicable laws, work stoppage or employee grievances in processagreements, or any proceeding against or affecting the Company contracts and policies relating to the alleged violation employment, employment practices, human rights, wages, hours, meals and rest period breaks, job classifications and terms and conditions of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatenedemployment.
(d) The Company is not Schedule 4.7(d) of the Disclosure Schedule contains a true, correct and since May 4complete list of the names, 2001job classifications, dates of hire, base compensation or wage rate, work location, exempt or non-exempt classification for wage-hour purposes, annual bonus opportunity, accrued but unused sick and vacation leave or paid time off entitlements, and to any supplemental or bonus compensation (including any retention bonus arrangements) for all present Employees and consultants of Seller and each such Employee’s and consultant’s status as being exempt or nonexempt from the Knowledge application of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association state and federal wage and hour Law applicable to the Employees. Since May 4employees who do not occupy a managerial, 2001administrative, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeesprofessional position.
(e) The Company has complied Contracts listed on Schedule 4.7(e) of the Disclosure Schedule include all individual written employment, retention, change in control bonus or severance agreements to which, as of the date of this Agreement, Sellers are a party with all provisions of Law pertaining respect to the employment of employees, including such Laws relating to labor relations, equal employment any Employee and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effectconsultant.
(f) Section 4.13(fExcept as set forth on Schedule 4.7(f) of the Seller’s Disclosure Schedule sets forth a true and complete list Schedule, there are no other complaints, charges or claims against Sellers pending or, to the Knowledge of (i) Sellers, threatened with any Governmental Authority or based on, arising out of, in connection with or otherwise relating to the names and current salaries employment or termination of all directors and elected and appointed officers employment or failure to employ by Sellers, of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentenceindividual.
(g) No Employee has notified Except as set forth on Schedule 4.7(g) of the Company Disclosure Schedule, all current Employees are located in writing that he plans and have a place of employment in the United States and have authorization and appropriate documentation to terminate employment with work in the Company during the 12 months following the date of this AgreementUnited States.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Virtual Cloud Technologies, Inc.)
Employment Matters. Except as set forth on Schedule 8.13, -------------------
(a) Other than services by Affinity has no:
(i) collective bargaining agreement in effect with respect to the employees of the Seller Affinity, nor
(ii) employment agreement or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 other agreements, whether oral or written, with any of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect employees of the Company are employed by the Company.Affinity;
(b) Neither the Company nor any other Person With respect to employees of Affinity:
(i) Affinity is a party to any and has been in material compliance with all applicable laws respecting employment agreement with any Employee in respect and employment practices, terms and conditions of employment with the Company.and wages and hours, including, without limitation, any such laws respecting employment discrimination, occupational safety and health, and unfair labor practices;
(cii) There there is not presently no unfair labor practice complaint against Affinity pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, andor, to the Seller’s Knowledgebest of Affinity's knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller threatened before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent or any comparable state, local or foreign agency;
(iii) there is no labor strike, dispute, slowdown or stoppage pending or, to the best of Affinity's knowledge, threatened against or directly affecting Affinity;
(iv) no union representation question exists and, to the best of Affinity's knowledge, no union organization effort is underway, respecting the employees of Affinity;
(v) Affinity has not experienced any substantial work stoppage in the last eighteen (18) months;
(vi) Affinity is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the Closing Date or amounts required to be reimbursed to such employees;
(vii) upon termination of the employment of any of the Employeesemployees of Affinity by Lydall after the Closing Date, no notice has been received from any labor union stating that it has been designated as the bargaining agent for Affinity will not be liable to any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent its employees for any of the Employees.severance pay;
(eviii) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating each of Affinity's employees is terminable at will without cost to labor relations, equal employment and fair employment practices, Affinity except for payments required under the Plans (as defined in Section 8.23), welfare plans and employee plans and payment of accrued salaries or wages and vacation pay (as set forth in Section 3.02). No employee or former employee has any noncompliance that would not, individually or in the aggregate, have right to be rehired by Affinity prior to Affinity hiring a Material Adverse Effect.person not previously employed by Affinity;
(fix) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth 8.13 contains a true and complete list of (i) the names and current salaries all employees who are employed by Affinity as of all directors and elected and appointed officers of the CompanyOctober 1, 2001, and said list correctly reflects their salaries, wages, other compensation (other than benefits under the family relationshipsPlans, if anywelfare plans and employee plans), among such individualsdates of employment and positions. Affinity does not owe any past or present employees any sum other than for accrued wages, (ii) salaries or reimbursable expenses for the wage rates for non-salaried and non-executive salaried employees of the Company by classificationcurrent payroll period, and (iii) all group insurance programs in effect for employees of amounts payable under the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he Plans, welfare plans to terminate employment with the Company during the 12 months following the date of this Agreement.or employee plans;
Appears in 1 contract
Employment Matters. (a) Other than services by employees Buyer, Seller and Parent have agreed that, except as expressly set forth in this Section 8.5, Seller and Parent shall be solely responsible for, and shall indemnify and hold Buyer harmless from, all liabilities or obligations of any kind with respect to the Employees for matters occurring prior to and as of the Effective Time, including but not limited to, any claims by any Employees related to (i) their employment by Seller, (ii) any termination of their employment by Seller or its Affiliates provided under the agreements prior to and arrangements set forth on Section 4.19 as of the Seller’s Disclosure ScheduleEffective Time or (iii) sick leave, the only individuals who are employed extended leave or medical leave. Buyer shall not be obligated under and hereby specifically disclaims any assumption of or liability with respect to provide services in respect any collective bargaining agreement, employment contract or Employee Benefit Plan to which Seller is a party or under which any of the Company Employees are employed by the Companycovered.
(b) Neither Schedule 8.5 sets forth a complete and correct list, prepared by Buyer, of all Continuing Employees. Prior to Closing, Seller and Parent shall implement and communicate to the Company nor affected Employees the employment terminations, retirements, and adjustments to compensation and benefits set forth on Schedule 8.5. Seller agrees to terminate, as of the Effective Time, the employment of each Continuing Employee. Except as expressly set forth in this Section 8.5, Seller agrees to satisfy all compensation, severance pay and other obligations under applicable Law with respect to its Employees, including without limitation, any other Person is a party sick leave, extended leave or medical leave, and Buyer shall have no liability or obligation with respect to any employment agreement with any Employee in respect of employment with the CompanyEmployees.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating Buyer agrees to honor and assume Seller’s obligations to the alleged violation of any Law pertaining to labor relations or employment matters, and, Continuing Employees for vacation leave accrued but unused on the Closing Date to the Seller’s Knowledge, none extent such obligations are included in the calculation of the foregoing is threatenedPurchase Price hereunder.
(d) The Company is not Buyer, Seller and since May 4, 2001, and Parent shall each use commercially reasonable efforts to roll over each Continuing Employee’s account balance under the Seller’s 401(k) plan to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the EmployeesBuyer’s 401(k) plan.
(e) The Company has complied Seller and Parent shall be solely responsible for, reimburse Buyer for, and shall indemnify and hold Buyer harmless from, all liabilities or obligations of any kind with all provisions of Law pertaining respect to Employee claims under the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except Family Medical Leave Act (“FMLA”) for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) wrongful termination of employment or failure to hire before the names and current salaries of all directors and elected and appointed officers of Effective Time or in connection with the Companytransactions contemplated by this Agreement because an Employee was not designated as a Continuing Employee, and the family relationships, if any, among such individuals, or (ii) paid leave before, at and after the wage rates Effective Time while employed by Seller or Buyer to the extent of claims relating to employment with Seller before the Effective Time. Seller shall reimburse Buyer for non-salaried and non-executive salaried employees such amounts promptly upon receiving notice of such amounts from Buyer. For the Company by classificationavoidance of doubt, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect pursuant to any of its obligations referred to in the preceding sentence, without limitation, Seller shall reimburse, indemnify and hold harmless, Buyer for any amounts by which (a) amounts Buyer, as the “Successor in Interest” of Seller under the FMLA, is required to pay to Continuing Employees, exceed (b) amounts Buyer would otherwise be required to pay Continuing Employees under FMLA if Buyer were not deemed to be the “Successor in Interest” of Seller.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Hampton Roads Bankshares Inc)
Employment Matters. (a) Other than services by The “Transferred Employees” are those employees of the Seller or its Affiliates provided under who will be offered employment by the agreements and arrangements set forth on Section 4.19 Buyer as of the Seller’s Disclosure Schedule, Closing and shall be designated prior to the only individuals who are employed Closing. The Buyer shall offer at-will employment to provide services in respect all Transferred Employees as of the Company are employed by Closing on substantially similar terms (including, without limitation, annual compensation, wages, incentive opportunities and benefits) as in effect immediately prior to the CompanyClosing. However, nothing herein shall affect the Transferred Employees’ status as “at will” employees, and the Buyer reserves all rights under applicable law with respect to the Transferred Employees. The Seller shall have no responsibility with respect to salary, benefits or other employer duties accruing to Transferred Employees following the Closing.
(b) Neither the Company nor The Seller agrees that it shall be solely responsible for (i) any notice of termination and (ii) payment of any termination pay, severance pay or any other Person is a party costs, liabilities or obligations due to any of its employees (including, but not limited to, wages, salaries, commissions, bonuses, severance pay, vacation pay or other compensation for any services performed which are owed, accrued or otherwise are required to be paid to its employees as of the Closing or which relate to any services performed up to and including the Closing Date, even if not otherwise due until after the Closing Date) and all employment agreement with taxes, withholding taxes and any Employee other taxes and liabilities attributable to employment of such employees, whether such employees are terminated by the Seller in respect of employment connection with the Companytransactions contemplated by this Agreement or otherwise, on or prior to the Closing Date, whether such severance pay is due pursuant to statute, common law or written or oral agreements or arrangements with such employee.
(c) There is With respect to pension, savings, severance, vacation, health and welfare, disability benefits, executive compensation, incentive and bonus arrangements, the Buyer will credit each Transferred Employee with his or her years of service with the Business before the Closing Date for purposes of determining participation, eligibility and vesting under the Buyer’s employee benefit plans and compensation arrangements, except to the extent such credit would result in a duplication of benefits or was not presently pending or existing recognized under the applicable Employee Benefit Plan of the Seller, and at Closing each Transferred Employee shall receive payment from the Seller for any strikevacation, slowdown, picketing, work stoppage or employee grievances in processsick time, or any proceeding against or affecting paid time off accrued but unused as of the Company relating Closing Date, subject to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the SellerBuyer’s Knowledge, none of the foregoing is threatenedpolicies then in effect and applicable law.
(d) The Company Nothing in this Agreement shall be construed as an offer of employment by the Buyer to any employee of the Seller. All Parties acknowledge that, unless otherwise set forth in an employment contract to which the Buyer is not a party, should the Buyer make an offer of employment to any employee of the Seller, such offer will be strictly based on at “at-will” employment relationship between the Buyer and since May 4, 2001, such employee and is expressly subject to the Knowledge of the Seller before that Buyer’s employment, termination, disciplinary, hiring, compensation and benefits policies, as each may be amended from time to time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied Seller shall be responsible for the provision of notices and continuation coverage required by COBRA for each individual who is or becomes an “M&A qualified beneficiary” (as such term is defined in Treasury Regulation Section 54.4980B-9) in connection with all provisions the consummation of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effecttransactions contemplated by this Agreement.
(f) The provisions of this Section 4.13(f) 7.7 are strictly for the benefit of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the CompanyParties, and the family relationshipsnothing herein shall be construed or interpreted as amending any Employee Benefit Plan or causing any Person (including, if anybut not limited to, among such individuals, (iiany Transferred Employee) the wage rates for nonfrom becoming a third-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentenceparty beneficiary hereof.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Power Solutions International, Inc.)
Employment Matters. (a) Other than services by employees Section 4.17(a) of the Seller Disclosure Schedules lists all Employees by name, position, full-time or its Affiliates provided under part-time status, date of hire, seniority or service credit date if different from initial date of hire, location of employment, exempt or non-exempt status, employment status (whether active or on leave of absence), weekly or hourly rate, bonuses, commissions, or other compensation, benefits, and accrued but unused vacation, sick or other paid leave and the agreements rate at which such vacation, sick or other paid leave is accrued, and arrangements set forth whether such Employee is employed on terms other than “at will.” Section 4.19 4.17(a) of the Seller’s Disclosure Schedule, Schedules also lists Independent Contractors who have provided consulting services to the only individuals who are employed to provide services Business for six (6) months or more by name and the terms on which each such Independent Contractor is engaged. Except as set out in respect Section 4.17(a) of the Company Disclosure Schedules, no Employee is on long-term disability leave or otherwise an inactive Employee. Except as specified in Section 4.17(a) of the Disclosure Schedules, all Employees are employed by the Companyemployees “at will” and their employment may be terminated at any time for any or no reason, subject to applicable law.
(b) Neither the Company nor No Employees are represented by any other Person is labor organization, union, or a party to any employment agreement with any Employee in respect labor, collective bargaining or similar agreement. No labor organization, union, or group of employment Employees has made a pending demand for recognition, and, to Sellers’ Knowledge, there are no organizational campaigns, representation Legal Proceedings, petitions or other unionization activities seeking recognition of a collective bargaining unit or seeking a representation Legal Proceeding presently pending or threatened to be brought or filed, with the CompanyNational Labor Relations Board or other labor relations tribunal. To Sellers’ Knowledge, there is no organizing activity involving the Employees pending or threatened by any labor organization or Employee.
(c) There is not presently pending No Lawn and Garden Entity has paid nor will be required to pay any bonus, fee, distribution, remuneration or existing other compensation to any strikePerson (other than salaries, slowdown, picketing, work stoppage wages or employee grievances bonuses paid or payable in process, or any proceeding against or affecting the Company relating to the alleged violation Ordinary Course of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none Business in accordance with current compensation levels and practices as set out Section 4.17(a) of the foregoing is threatenedDisclosure Schedules) as a result of the transactions contemplated by this Agreement.
(d) The Company is not and since May 4To Sellers’ Knowledge, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union each Independent Contractor has been certified by the National Labor Relations Board properly characterized as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeessuch.
(e) The Company has complied with all provisions of Law pertaining During the three (3) years prior to the employment of employeesOriginal Agreement Date, including such Laws relating to labor relations, equal employment there have not been and fair employment practices, except for any noncompliance that would there are not, individually as of the Original Agreement Date, any (i) strikes, work stoppages, slowdowns, lockouts or in the aggregatearbitrations or (ii) material grievances, have a Material Adverse Effectunfair labor practice charges, grievances, complaints, or other labor disputes pending or, to Sellers’ Knowledge, threatened against or involving any Lawn and Garden Entity.
(f) To Sellers’ Knowledge, there are no complaints, charges or claims against any Lawn and Garden Entity pending or threatened that could be brought or filed, with any Governmental Authority based on, arising out of, in connection with or otherwise relating to the employment, termination of employment of, failure to employ, or any other employment action taken in relation to any individual. The Lawn and Garden Entities are in compliance with all Laws relating to the employment of labor or employment practices and have been in material compliance with all such Laws for the five (5) years prior to the Original Agreement Date, including all such Laws relating to eligibility to legally be employed, immigration, wages, overtime, hours, break periods, seating, WARN Act and any similar federal, state or local “mass layoff” or “plant closing” Law, collective bargaining, unfair labor practices, discrimination, retaliation, pay equity, employment equity, civil rights, safety, health, terms and conditions of employment, workers’ compensation or the collection and payment of withholding and/or social security taxes and any similar tax except for immaterial non-compliance. Except as set forth in Section 4.13(f4.17(f) of the Seller’s Disclosure Schedule sets forth a true and complete list Schedules, there has been no “mass layoff” or “plant closing” (as defined by WARN Act), “mass termination” (as defined under applicable employment standards legislation), or reduction of employees’ hours by more than fifty percent (i50%) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (iisufficient to trigger WARN Act) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred Lawn and Garden Entity within the eight (8) years prior to in the preceding sentenceClosing Date.
(g) No Employee Each Lawn and Garden Entity has notified paid or accrued on the Company in writing that he plans Financial Statements all salaries, wages, including vacation, bonuses, incentives, overtime, break times, differentials, etc. owed to terminate employment with its Employees and, to the Company during extent still owed, any Person formerly employed by any Lawn and Garden Entity as of the 12 months following the date of this AgreementClosing Date.
Appears in 1 contract
Employment Matters. Except as set forth in Schedule 3.13:
(a) Other than services by employees Each of the Seller or its Affiliates provided under Purchased Companies is currently in, and during the agreements past four (4) years has been in, material compliance with all Laws respecting employment of labor, other than with respect to any non-compliance that would not reasonably be expected to have a material and arrangements set forth adverse impact on Section 4.19 any of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the CompanyPurchased Companies.
(b) Neither As of the date hereof, no Purchased Company nor any other Person is a party to any employment a collective bargaining agreement with any Employee in labor union with respect of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, Employees and, to the Seller’s Knowledge, none of there have been no union organizing activities against the foregoing is threatenedPurchased Companies in the past two (2) years.
(dc) The As of the date hereof, there is no unfair labor practice charge or complaint against any Purchased Company is not and since May 4pending or, 2001, and to the Knowledge of Seller’s Knowledge, threatened in writing before the Seller before applicable Governmental Entity that time, has not been a party is or would reasonably be expected to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would notbe, individually or in the aggregate, material to any of the Purchased Companies.
(d) As of the date hereof, there are no strikes, lockouts, slowdowns or work stoppages pending or, to the Seller’s Knowledge, threatened in writing with respect to the Employees’ employment by the Purchased Companies and there has been no such event pending in the past two (2) years.
(e) Except as would not reasonably be expected to, individually or in the aggregate, adversely affect any Purchased Company in a material way, with respect to the Purchased Companies, (i) no employment-related Litigation is pending or, to the Seller’s Knowledge, threatened, which would adversely affect any of the Purchased Companies in a material way, (ii) no action, complaint, charge, inquiry, proceeding or investigation by or on behalf of any employee, prospective employee, former employee, labor organization or other representative of the employees of the Purchased Companies arising under any Law concerning the employment of labor is pending or threatened in writing, (iii) the Purchased Companies have complied with all obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 and similar other legislation and regulations during the past four (4) years, (iv) the Purchased Companies are in compliance with all applicable agreements, contracts, policies, plans and programs with or relating to the employees concerning employment, employment practices, compensation, benefits, hours, terms and conditions of employment and the termination of employment and (v) none of the Purchased Companies is a Material Adverse Effectparty to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices.
(f) This Section 4.13(f) of constitutes the Seller’s Disclosure Schedule sets forth a true sole representations and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees warranties of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentenceemployment or labor matters.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Transaction Agreement (Griffon Corp)
Employment Matters. (a) Other than services by employees Schedule 4.20(A) sets forth a complete list of, Non-Union Employees to whom the Purchaser shall make an offer of employment, together with their titles, seniority, salaries or hourly rate of pay, date of hiring, last raise date, benefits, vacation entitlement and commission entitlements and bonus entitlements, and all Union Employees together with their titles, seniority, salaries or hourly rate of pay, date of hiring, last raise date, benefits, vacation entitlement and commission entitlements and bonus entitlements. As of the Seller date of this Agreement, none of such Non-Union Employees are on long term disability leave, parental leave or its Affiliates provided under the agreements and arrangements sabbatical leave, except as set forth on Section 4.19 of Schedule 4.20(B) (the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the Company“Employee on Leave”).
(b) Neither the Company nor any other Person is a party to any employment agreement Except for those Employment Contracts listed in Schedule 4.20(C), there are no written Employment Contracts with any Employee Non-Union Employees which are not terminable on the giving of reasonable notice in respect accordance with Laws. Current and complete copies of employment all Employment Contracts with any Non-Union Employees (including a summary of any unwritten terms or amendments) have been made available to the CompanyPurchaser.
(c) There is not presently pending or existing any strikeExcept as disclosed in Schedule 4.20(D), slowdownthere are no grievances, picketingclaims, work stoppage orders, investigations or employee grievances in processcharges outstanding, or to the knowledge of the Vendor, anticipated, nor are there any proceeding orders, decisions, directions or convictions currently registered or outstanding by any tribunal agency against or affecting in respect of the Company Vendor relating to the alleged violation Employees under or in respect of any Law pertaining to labor relations or employment mattersEmployment Legislation. The Vendor is, and, with respect to the Seller’s KnowledgeEmployees, none in compliance in all material respects with all Laws respecting employment, employment practices and standards, terms and conditions of the foregoing is threatenedemployment, equal employment opportunity, non-discrimination, wages, hours benefits, workers compensation, occupational safety and health and plant closing.
(d) The Company is not All accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, Canada Pension Plan premiums, wages, salaries, bonuses and since May 4commissions and employee benefit plan payments for the Employees have been reflected in the books and records of the Vendor and in the Financial Information. At the Effective Time, 2001, and all bonuses in respect of the 2011 fiscal year shall have been paid to the Knowledge Employees or will be included in Current Liabilities for purposes of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the EmployeesWorking Capital calculation.
(e) The Company Vendor has complied with all provisions of Law pertaining furnished to the employment Purchaser true, correct, up-to-date, and complete copies of employeesall Benefit Plans (or, where oral, written summaries of the material terms thereof) as amended as of the date hereof, including such Laws relating to labor relationsthe most recent personnel manuals, equal employment booklets, brochures, summaries, descriptions and fair employment practicesmanuals prepared for, except for any noncompliance that would notand circulated to, individually or in the aggregate, have a Material Adverse EffectEmployees and each of their dependants and beneficiaries concerning the Benefit Plan.
(f) Section 4.13(f) of The only Benefit Plans applicable to the Seller’s Disclosure Businesses, the Employees are the Benefit Plans as set forth on Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence4.20(E).
(g) No Employee The only pension and retirement savings plans applicable to the Businesses and the Employees are the pension and retirement savings plans as set forth on Schedule 4.20(F) (the “Pension Plans”). The Vendor has notified made all payments and material filings required to be made by it under Laws pursuant to the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this AgreementPension Plans.
Appears in 1 contract
Samples: Asset Purchase Agreement (Postmedia Network Canada Corp.)
Employment Matters. (a) Other than services by employees Section 2.11(a) of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 Disclosure Schedule contains a list, as of the Seller’s Disclosure Scheduledate of this Agreement, of all Employees, along with, for each Employee, the only individuals position, current base salary, date and amount of last base salary increase, annual bonus, commissions, or other incentive compensation, benefit plans, programs or arrangements in which participating, job location, job grade, job shift, and severance terms applicable to such person, and indicating if such person is on leave of absence. Each current Employee has entered into a confidentiality/assignment of inventions agreement with the applicable Seller, a copy or form of which has previously been delivered to SCI. Section 2.11 of the Disclosure Schedule contains a list of all Employees who are employed a party to provide services in respect a non-competition agreement with any Seller; copies of the Company are employed by the Companysuch agreements have previously been delivered to SCI.
(b) Neither the Company nor any other Person No Seller is a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable relating to the Employees. Since May 4Business, 2001nor has any Seller experienced, and since January 1, 2002, any material strikes, slowdowns, grievances, claims of unfair labor practices or other collective bargaining disputes with respect to the Knowledge Business, nor to the knowledge of the Seller before that timeSellers, no labor union has been certified by the National Labor Relations Board as bargaining agent for are any of the Employeessuch actions, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether claims or not it is the exclusive bargaining agent for any of the Employeesdisputes threatened.
(ec) The Company has complied Each Seller is in material compliance with all provisions of Law Applicable Laws pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair Seller’s employment practices, except terms and conditions of employment, and wages and hours (including, but not limited to, proper classification of employees for ERISA purposes and as exempt or non-exempt, proper characterization of service providers as consultants and independent contractors, immigration related obligations with respect to each Employee and the withholding, remittance and reporting of applicable Taxes on wages). There are no claims of any noncompliance that would notnature pending or, individually to the knowledge of the Sellers, threatened by any Employee or former Employee of each Seller against such Seller in connection with the aggregate, have a Material Adverse EffectSeller’s employment (or termination thereof) of such Employee or former Employee.
(fd) There has been no “mass layoff” or “plant closing” as defined by the Worker Adjustment and Retraining Notification Act, as amended, in respect of the Sellers within the past ninety (90) days. Section 4.13(f2.11(d) of the Seller’s Disclosure Schedule sets forth a true and complete list lists all Employees whose employment has been involuntarily terminated or who have received notice of (i) the names and current salaries involuntary termination of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate their employment with the Company during the 12 months following six-month period prior to the date of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (On Semiconductor Corp)
Employment Matters. (a) Other than services by On or before November 1, 2004, Buyer will provide to Seller a list of at least 300 employees from the employees of the Seller or its Affiliates provided under the agreements identified on Schedule 5.8, and arrangements set forth on Section 4.19 Buyer will extend offers of employment to all of the employees on such list by November 5, 2004, to the extent such employees are employed by Seller as of the date such offers are made, which offers will be contingent upon the consummation of the transactions contemplated by this Agreement. All of Seller’s Disclosure Scheduleemployees who accept employment with Buyer on or before Closing are referred to as “Rehired Employees”. Each offer of employment made by Buyer to any employee of Seller shall provide, among other things, that (i) such employee shall be given credit under all employee benefit plans, policies and practices of the only individuals who are employed to provide services Buyer for all service with Seller and predecessors of Seller in respect of which Seller granted such employee credit for purposes of eligibility (including, without limitation, waiting periods), vesting and vacation policy and (ii) in the Company event that any Rehired Employee becomes covered by a medical plan of Buyer, such medical plan shall not impose any exclusion on coverage for preexisting medical conditions with respect to such Rehired Employee or such Rehired Employee’s spouse, dependents and beneficiaries. Seller or Parent shall extend COBRA continuation coverage to all Rehired Employees from and after the Closing until January 1, 2005, and Buyer shall pay to Seller its monthly cost of COBRA coverage for the Rehired Employees for such period and shall reimburse Seller for its actual out of pocket costs and any actual post-Closing claims incurred in such period in excess of the aggregate amount of the premiums paid by Buyer with respect to such coverage within 15 days after the receipt of an invoice detailing such claims and costs in reasonable detail. On the other hand, Seller shall reimburse Buyer by no later than April 14, 2005 to the extent that the aggregate amount of all actual post-Closing claims and out of pocket costs incurred in the continuation coverage period are employed less than the aggregate amount of the monthly cost of COBRA coverage paid by Buyer with respect to such coverage. Seller will terminate the Companyemployment of all Rehired Employees immediately prior to the Closing and any cost, expense or liability resulting from, or incurred in connection with, such terminations will be the sole responsibility of Seller. Seller will cooperate with Buyer and use its reasonable efforts to assist Buyer in its efforts to secure employment arrangements with those employees of Seller to whom Buyer will make offers of employment consistent with the foregoing. Nothing contained in this Agreement will confer upon any Rehired Employee any right with respect to continuance of employment by Buyer, nor will anything in this Agreement interfere with the right of Buyer to terminate the employment of any of the Rehired Employees at any time, with or without cause, or restrict Buyer in the exercise of its independent business judgment in modifying any of the terms and conditions of the employment of the Rehired Employees.
(b) Neither Buyer does not, and will not, assume the Company nor sponsorship of, responsibility for contributions to or any liability or obligation in connection with, any Employee Benefit Plan or any other Person is a party to compensatory plan, program, arrangement or agreement for the benefit of any employment agreement with any Employee in respect employee or agent or former employee or agent (and their respective beneficiaries) of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, Seller or any proceeding against of its Controlled Group Members. Seller will be solely responsible and obligated to satisfy and pay all wages, salaries, vacation and sick pay, employee fringe benefits, worker’s compensation claims and all other employee benefit or affecting employee-related claims or liabilities with respect to employees or former employees of Seller made, earned, accrued or arising on or before the Company relating to the alleged violation of any Law pertaining to labor relations Closing Date, whether or employment mattersnot reported before that date, and, to the Seller’s Knowledge, none and will satisfy or pay all of the foregoing is threatenedas and when due.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentence.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Tower Corp /Ma/)
Employment Matters. (a) Other than services Except for those employees disclosed in writing by employees Purchaser prior to the execution and delivery of the Seller or its Affiliates provided under the agreements this Agreement and arrangements set forth on Section 4.19 Schedule 7.9(a) which shall be attached to this Agreement on or prior to the Closing Date (the "Excluded Employees") (it being understood that employment will not be offered to any such Excluded Employees by Purchaser), Purchaser shall offer employment to all of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect Acquired Business Employees on terms provided by Purchaser and with each such offer being contingent on completion of the Company Closing. Purchaser's obligation to employ such Acquired Business Employees shall be subject to such employees' compliance with the standard hiring practices of Purchaser. Each such employee who accepts such employment as of the Closing shall be referred to herein as a "Transferred Employee." MPAN, MHG, and Sellers shall not, directly or indirectly, from the date hereof solicit or induce any Acquired Business Employee (other than the Excluded Employees) to not accept or to terminate employment with Purchaser. Sellers shall terminate all Transferred Employees as of the Closing Date and shall pay to such Transferred Employees all unpaid compensation, as well as all earned benefits to which they are employed entitled under Sellers' employment policies and applicable Law. As of the Closing Date, Sellers shall have paid all contributions which are due and required by the CompanyBenefit Plans and Sellers shall otherwise be compliant in all material respects with the terms of the Benefit Plans and with applicable Laws.
(b) Neither the Company nor any other Person is a party Purchaser shall treat prior service with Sellers as service with Purchaser for purposes of eligibility to any employment agreement with any Employee in respect of employment with the Companyparticipate under all employee benefit plans covering Transferred Employees.
(c) There As soon as is practical after the Closing, MPAN, MHG, and Sellers shall (i) provide such employees an election to rollover their vested interests to a defined contribution retirement plan of Parent; and (ii) rollover the full amount of the vested interests which the employees have elected to rollover, as soon as possible but not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting later than 6 months after the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, andClosing Date, to the Seller’s Knowledgeaccounts of such employees under a defined contribution retirement plan of Parent. Parent and Purchaser shall have no liability for any discontinuance, none termination or other charges that may be due to any investment option or management providers or to any plan record keeping or other agents with respect to such termination and rollover of such employees' interests from Sellers' retirement plan(s), as the foregoing is threatenedcase may be, to a retirement plan of Parent.
(d) The Company is not Sellers agree to continue to employ each Excluded Employee for the period of time following Closing specified on Schedule 7.9(a) (subject to each such Excluded Employee's consent), during which time Sellers shall direct each such Excluded Employee, as his or her full-time employment duty, to assist Purchaser in connection with the Acquired Business or otherwise as Purchaser may reasonably direct. For the period of time following Closing specified on Schedule 7.9(a), Purchaser shall reimburse Sellers for the salary and since May 4, 2001out-of-pocket expenses authorized by Purchaser, and to the Knowledge Transition Support Benefits (as specified in Schedule 7.9(a)) of the Seller before that timeeach such Excluded Employee and Sellers shall be responsible for all other employment-related costs of each such Excluded Employee, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, including benefits and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employeesseverance compensation (if any).
(e) The Company has complied with all Parties acknowledge and agree that the provisions of Law pertaining this Section 7.9 are designed, in part, to the employment of employeesensure that MPAN, including such Laws relating MHG and Sellers are not required to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried give notice to employees of the Company by classification"closure" of the Acquired Business under the Worker Adjustment and Restraining Notification Act (the "WARN Act") or any other comparable state law or to pay severance obligations in connection with Transferred Employees. Accordingly, Purchaser agrees to indemnify, defend and (iii) all group insurance programs in effect hold harmless MPAN, MHG and Sellers from any liability which they may incur to Transferred Employees for severance pay or under the WARN Act or any comparable state law, including a violation which results from allegations that Purchaser constructively terminated the employees of the CompanyAcquired Business as a result of the terms and conditions of employment offered by Purchaser; provided, however, that nothing herein shall be construed as imposing any obligations on Purchaser to indemnify, defend or hold harmless MPAN, MHG or Sellers from any liability which they may incur for severance or under the WARN Act as a result of their acts or omissions prior to Closing, including any liability which may result from the aggregations of their acts prior to Closing and the acts of Purchaser after Closing, it being understood and agreed that Purchaser shall only be liable for its own acts and omissions after Closing. The Company Nothing in this Section 7.9(e) shall, however, create any rights in favor of any person not a party hereto, including employees of the Acquired Business, or constitute an employment agreement or condition of employment for any employee of the Acquired Business who is not in default with respect to any of its obligations referred to in the preceding sentencea Transferred Employee.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mariner Post Acute Network Inc)
Employment Matters. (a) Other than services by employees Schedule 4.20(A) sets forth a complete list of, Non-Union Employees to whom the Purchaser shall make an offer of employment, together with their titles, seniority, salaries or hourly rate of pay, date of hiring, last raise date, benefits, vacation entitlement and commission entitlements and bonus entitlements, and all Union Employees together with their titles, seniority, salaries or hourly rate of pay, date of hiring, last raise date, benefits, vacation entitlement and commission entitlements and bonus entitlements. As of the Seller date of this Agreement, none of such Non-Union Employees are on long term disability leave, parental leave or its Affiliates provided under the agreements and arrangements sabbatical leave, except as set forth on Section 4.19 of Schedule 4.20(B) (the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect of the Company are employed by the Company“Employee on Leave”).
(b) Neither the Company nor any other Person is a party to any employment agreement Except for those Employment Contracts listed in Schedule 4.20(C), there are no written Employment Contracts with any Employee Non-Union Employees or Partnership Employees which are not terminable on the giving of reasonable notice in respect accordance with Laws. Current and complete copies of employment all Employment Contracts with any Non-Union Employees and Partnership Employees, (including a summary of any unwritten terms or amendments) have been made available to the CompanyPurchaser.
(c) There is not presently pending or existing any strikeExcept as disclosed in Schedule 4.20(D), slowdownthere are no grievances, picketingclaims, work stoppage orders, investigations or employee grievances in processcharges outstanding, or to the knowledge of the Vendor, anticipated, nor are there any proceeding orders, decisions, directions or convictions currently registered or outstanding by any tribunal agency against or affecting in respect of the Company Vendor relating to the alleged violation Employees or Partnership Employees under or in respect of any Law pertaining to labor relations or employment mattersEmployment Legislation. The Vendor and the Partnership is, and, with respect to the Seller’s KnowledgeEmployees and Partnership Employees, none as the case may be, in compliance in all material respects with all Laws respecting employment, employment practices and standards, terms and conditions of the foregoing is threatenedemployment, equal employment opportunity, non-discrimination, wages, hours benefits, workers compensation, occupational safety and health and plant closing.
(d) The Company is not All accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, Canada Pension Plan premiums, wages, salaries, bonuses and since May 4commissions and employee benefit plan payments for the Non-Union Employees have been reflected in the books and records of the Vendor and in the Financial Information and for the Partnership Employees have been reflected in the books and records of the Partnership. At the Effective Time, 2001, and all bonuses in respect of the 2011 fiscal year shall have been paid to the Knowledge Employees or will be included in Current Liabilities for purposes of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the EmployeesWorking Capital calculation.
(e) The Company Vendor has complied with all provisions of Law pertaining furnished to the employment Purchaser true, correct, up-to-date, and complete copies of employeesall Benefit Plans (or, where oral, written summaries of the material terms thereof) as amended as of the date hereof, including such Laws relating to labor relationsthe most recent personnel manuals, equal employment booklets, brochures, summaries, descriptions and fair employment practicesmanuals prepared for, except for any noncompliance that would notand circulated to, individually or in the aggregateEmployees, have a Material Adverse Effectthe Partnership Employees and each of their dependants and beneficiaries concerning the Benefit Plan.
(f) Section 4.13(f) of The only Benefit Plans applicable to the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, Businesses and the family relationships, if any, among such individuals, (ii) Employees are the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to any of its obligations referred to in the preceding sentenceBenefit Plans as set forth on Schedule 4.20(E).
(g) No Employee The only multi-employer pension and benefit plans for the Union Employees are the multi-employer pension and benefit plans as set forth on Schedule 4.20(F) (the “Multi-Employer Plans”).
(h) The only pension plans other than Multi-Employer Plans applicable to the Businesses, the Employees and the Partnership Employees are the pension plans as set forth on Schedule 4.20(G) (the “Pension Plans”). The Vendor has notified made all payments and material filings required to be made by it under Laws pursuant to the Company in writing that he plans to terminate employment with Pension Plans and the Company during the 12 months following the date of this AgreementMulti-Employer Plans.
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Samples: Asset Purchase Agreement (Postmedia Network Canada Corp.)
Employment Matters. (a) Other than services by employees of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, the only individuals who are employed to provide services in respect Schedule 4.24(a) of the Company are employed by the Company.
(b) Neither the Company nor any other Person is a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There is not presently pending or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the Employees, no notice has been received from any labor union stating that it has been designated as the bargaining agent for any of the Employees, and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of every employment agreement, commission agreement, employee group or 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 Company and the Company Subsidiaries now in effect or under which the Company and the Company Subsidiaries have or might have any obligation, or any understanding between the Company and the Company Subsidiaries and any employee concerning the terms of such employee’s employment that does not apply to the Company and the Company Subsidiaries’ employees generally (collectively, “Labor Agreements”). The Company and the Company Subsidiaries have previously delivered to Parent true and complete copies of each such Labor Agreement, any employee handbook or policy statement of the Company and the Company Subsidiaries, and complete and correct information concerning the Company’s and the Company Subsidiaries’ employees. Except as set forth on Schedule 4.24(a) of the Company Disclosure Schedule or as would not result in material liability for the Company and the Company Subsidiaries, taken as a whole, as of the date hereof, all compensation, including wages, commissions and bonuses and any termination indemnities, due and payable to all current and former employees of the Company and any Company Subsidiary for services performed on or prior to the date hereof have been paid in full (or accrued in full in the Company’s financial statements).
(b) Except as disclosed on Schedule 4.24(b) of the Company Disclosure Schedule: (i) to the names and current salaries of all directors and elected and appointed officers best knowledge of the Company, no employee of the Company or the Company Subsidiaries, 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 the family relationships, if any, among such individuals, (ii) neither the wage rates for non-salaried Company nor any of the Company Subsidiaries is a party to any collective bargaining agreement, has any material labor relations problems, and non-executive salaried to the Company’s knowledge, there is no pending representation question or union organizing activity respecting employees of the Company or the Company Subsidiaries. Other than those employees with a written employment agreement, all employees are employees at will.
(c) Since the Company’s date of incorporation, the Company and the Company Subsidiaries have complied in all material respects with all Labor Agreements and all applicable Laws relating to employment or labor. There is no legal prohibition with respect to the permanent residence of any employee of the Company or any of the Company Subsidiaries in the United States or his or her permanent employment by classificationthe Company or the Company Subsidiaries. To its knowledge, no present or former employee, officer, director or manager of the Company has, or will have at the Closing Date, any claim against the Company or any of the Company Subsidiaries for any matter including for wages, salary, or vacation or sick pay, or otherwise under any Labor Agreement. All accrued obligations of the Company applicable to its employees, whether arising by operation of Law, by Contract, by past custom or otherwise, for payments by the 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 and neither the Company nor any Company Subsidiaries is liable in any material amount for any arrears of wages, taxes, social contributions, penalties or other sums for failure to comply with any of the foregoing. Except as would not result in material liability for the Company and the Company Subsidiaries, taken as a whole, (iiii) all group insurance programs in effect for current and former employees of the Company and the Company Subsidiaries, as applicable, are properly classified as exempt or non-exempt under the Fair Labor Standards Act and applicable state wage and hour Laws; and (ii) all current and former independent contractors and temporary workers of the Company or the Company Subsidiaries, as applicable, are properly classified. Within the past three years, there have been no misclassification claims filed or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary by any current or former employees, independent contractors or temporary workers or by any Governmental Authority.
(d) (i) The Company and each Company Subsidiary have, since March 31, 2020, complied in all material respects and are in compliance in all material respects with, have not materially violated, and are not in material violation of, and have not received any notices of material non-compliance or violation or alleged material non-compliance or violation with respect to, any Law relating or pertaining to COVID-19 pertaining to employees of the Company and the Company Subsidiaries. The Company is not has delivered to Parent accurate and complete copies of all (1) material workplace communications from the Company and any Company Subsidiary to employees regarding actions or changes in default with respect workplace schedules, employee travel, remote work practices, onsite meetings, or other changes that have been implemented in response to any COVID-19; (2) contingency plans for workplace cessation in light of its obligations referred COVID-19; and (3) policies implemented in relation to in the preceding sentenceCOVID-19.
(ge) No Employee There has notified been and will be no layoff, plant closing, termination, redundancy or any other forms of employment losses in the six-month period prior to Closing that would trigger the obligations of the Company in writing that he plans to terminate employment with or any Company Subsidiary under the Company during the 12 months following the date of this AgreementWARN Act or similar state, local or foreign Laws.
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Employment Matters. (a) Other than services by employees Except as provided in Section 5.20(a) of the Seller or its Affiliates provided under the agreements and arrangements set forth on Section 4.19 of the Seller’s Disclosure Schedule, --------------- each Seller, Holdings and Alltrista is in compliance with all laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours with respect to the only individuals who are employed Business Employees, including, without limitation, all laws relating to provide services in employee relations, equal employment, fair employment practices, entitlements, prohibited discrimination, harassment, and retaliation, required accommodation, family and medical leave, and other similar employment practices or acts. With respect to the employees of each Seller relating to the Business, ("Business Employees"), Alltrista on behalf of each Seller has ------------------ withheld all amounts required by law or agreement to be withheld from the wages or salaries of, and other payments to such Business Employees and any former Business Employees and is not liable for any arrearage of wages, salaries or other payments to such employees and any former employees or any taxes or penalties for failure to comply with any of the Company are employed by foregoing. Holdings does not have any employees relating to the CompanyBusiness.
(b) Neither Except as set forth in Section 5.20(b) of the Company Disclosure Schedule, to --------------- Seller's, Holdings' and Alltrista's Knowledge, there are no pending demands for recognition of a union as collective bargaining agent for all or any part of Business Employees. Except as set forth in Section 5.20(b) of the Disclosure --------------- Schedule, neither Seller, Holdings nor any other Person Alltrista is a party to any employment agreement with any Employee in respect of employment with the Company.
(c) There collective bargaining or other labor agreement, and there is not presently pending no unfair labor practice charge or existing any strike, slowdown, picketing, work stoppage or employee grievances in process, or any proceeding against or affecting the Company complaint relating to the alleged violation of any Law pertaining to labor relations Business against either Sellers, Holdings or employment mattersAlltrista pending or, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(d) The Company is not and since May 4, 2001, and to the Knowledge of the Seller Sellers, Holdings and Alltrista, threatened before that time, has not been a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. Since May 4, 2001, and to the Knowledge of the Seller before that time, no labor union has been certified by the National Labor Relations Board as bargaining agent for or any other comparable authority. There is no labor strike, dispute, slowdown, or stoppage actually pending or, to the Knowledge of either Sellers, Holdings or Alltrista, threatened against or involving either Sellers, Holdings or Alltrista; no attempt to organize the EmployeesBusiness Employees has been made or, to either Sellers', Holdings' and Alltrista's Knowledge, proposed in the last three years; no such grievance or arbitration against either Sellers, Holdings or Alltrista or the Business is pending and, to the Knowledge of either Sellers, Holdings or Alltrista, no notice has been received such grievance or claim for arbitration is threatened; no private agreement restricts either Sellers, Holdings or Alltrista from any labor union stating that it has been designated as the bargaining agent for any of the Employeesrelocating, and no petition has been filed by any labor union requesting an election to determine whether closing, or not it is the exclusive bargaining agent for any of the Employees.
(e) The Company has complied with all provisions of Law pertaining to the employment of employees, including such Laws relating to labor relations, equal employment and fair employment practices, except for any noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect.
(f) Section 4.13(f) of the Seller’s Disclosure Schedule sets forth a true and complete list of (i) the names and current salaries of all directors and elected and appointed officers of the Company, and the family relationships, if any, among such individuals, (ii) the wage rates for non-salaried and non-executive salaried employees of the Company by classification, and (iii) all group insurance programs in effect for employees of the Company. The Company is not in default with respect to terminating any of its obligations referred to operations or facilities; and neither Sellers, Holdings nor Alltrista has in the preceding sentencepast three years experienced any work stoppage or other labor difficulty or committed any unfair labor practice related to the Business.
(g) No Employee has notified the Company in writing that he plans to terminate employment with the Company during the 12 months following the date of this Agreement.
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