Employment Matters. (a) Seller is not a party to, bound by, any collective bargaining or other agreement with a labor organization representing any of 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 employees. (b) 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 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 individual who is 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 a written employment or independent contractor agreement with Seller. (c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees. (d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing. (e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date. (f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 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 Canada 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. (ai) Seller Other than as disclosed in Schedule “E”, Section (m)(i) of the 4Front Disclosure Letter, neither 4Front nor its Subsidiaries has entered into any binding Contract providing for severance, termination or other change in control-related payments to any director, officer or employee in connection with the termination of their position or their employment as a direct result of a change in control of 4Front.
(ii) Neither 4Front nor its Subsidiaries (A) is not a party to, bound by, to any collective bargaining agreement, or other agreement with a labor organization representing (B) is subject to any of its employees. Since January 1, 2013, there has not been, norapplication for certification or, to Seller’s Knowledgethe knowledge of 4Front, has there actual or threatened union-organizing campaigns for employees not covered under a collective bargaining agreement.
(iii) 4Front and its Subsidiaries are and have been any threat ofin compliance in all material respects with all applicable Laws pertaining to employment and employment practices, any strikeincluding all Laws relating to labor relations, slowdownequal employment opportunities, work stoppagefair employment practices, lockoutemployment discrimination, concerted refusal to work harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime or other similar labor activity or dispute affecting Seller 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 employees.
(b) The Employee Matters Disclosure Schedule sets forth a complete list Subsidiaries as independent contractors or consultants are properly treated as independent contractors under all applicable Laws. All employees of each employee and independent contractor of Seller which indicates for each individual: (i) their position 4Front or title; (ii) the 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on Subsidiaries classified as exempt under the giving Fair Labor Standards Act and state and local wage and hour Laws are properly classified. There are no Actions against 4Front or any of reasonable notice in accordance its Subsidiaries pending, or to the knowledge of 4Front, threatened to be brought or filed, by or with applicable Law, nor are there any employment Governmental Entity or other contracts providing for payments or other entitlements, contingent or otherwise, on or arbitrator in connection with the Closingemployment 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.
(eiv) None of Seller’s employees are Neither 4Front nor its Subsidiaries is subject to any restrictionsclaim for wrongful dismissal, including constructive dismissal or any nonother 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 such claims or litigation which individually or in the aggregate would not have a 4Front Material Adverse Effect.
(v) To the knowledge of 4Front, no labour strike, lock-competition agreementout, which slowdown or work stoppage is pending or threatened against or directly affecting 4Front, except as would prevent not have a 4Front Material Adverse Effect.
(vi) Neither 4Front nor its Subsidiaries has 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 WARN Act, and no such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately action shall be implemented prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 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 Canada 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: Business Combination Agreement (Cannex Capital Holdings Inc.), Business Combination Agreement (4Front Ventures Corp.)
Employment Matters. (a) Seller is not a party to, bound by, any collective bargaining or other agreement with a labor organization representing any Schedule 5.08(a) provided confidentially to Buyer lists the employees of 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 Parent or any of its employeesAffiliates who have been performing services primarily for the 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 may have against Buyer or any such Designated Employees under any non-competition, confidentiality or employment agreement arising out of or relating to the employment by Buyer of such Designated Employees with respect to the Business. Designated Employees who accept employment by Buyer are referred to herein as “Transferred Employees.”
(b) The Employee Matters Disclosure Schedule sets forth For a complete list period of not less than twelve (12) months after the Closing Date, Buyer shall provide, or shall cause to be provided, to each employee and independent contractor of Seller which indicates for each individual: Transferred Employee, (i) their position a base salary or title; (ii) the 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 regular 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Sellerwage, as well as all material handbooks and policies that apply to Seller’s employees.
(d) Except as set forth in the Employee Matters Disclosure Scheduleapplicable, there is no employment contract between Seller and any of its employees that is not terminable on less than the giving base salary or regular hourly wage, as applicable, provided to such Transferred Employee as of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller 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 control benefits, and retention benefits) that are substantially similar to those provided to similarly situated employees of Buyer or its Affiliates.
(fc) All individuals characterized Effective as of the Closing and treated thereafter, Buyer shall recognize, or shall cause to be recognized, each Transferred Employee’s employment or service with Sellers and their Affiliates (including any current or former Affiliate of Sellers or any predecessor of Seller or an applicable Affiliate) prior to the Closing for all purposes under employee benefit plans maintained by Seller Buyer and its Affiliates, including for determining, as independent contractors are listed 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 severance or welfare plans, except to the extent such recognition would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, 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 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 under the comparable employee benefit plan in which such classificationTransferred Employee participated immediately before the Closing.
(gd) All amounts due The provisions of this Section 5.08 are solely for the benefit of the respective parties to this Agreement and owing nothing in this Section 5.08, express or accruedimplied, but not yet owingshall confer upon any employee, for all employee consultant, manager or independent contractor compensationother service provider (or any dependent, successor, legal representative or beneficiary thereof), any rights or remedies, including salaryany right to continuance of employment or any other service relationship with Buyer or any of its Affiliates, wages, overtime, bonuses, commissions, vacation pay, sick days, other or any right to compensation payments, pension benefits or benefits of any nature or kind whatsoever under the Benefit Plansthis Agreement. Nothing in this Section 5.08, have been paid in full orexpress or implied, 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.
shall be: (i) All orders and inspection reports received by Seller an amendment or deemed amendment of any plan providing benefits to any employee, or (ii) construed to interfere with the right of Buyer or its Affiliates to terminate the employment or other service relationship of any of the Transferred Employees at any time, with or without cause, or restrict any such entity 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 exercise of their independent business judgment in modifying any of 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 been in compliance with all terms and conditions of the employment and all Laws pertaining or other service arrangement of the Transferred Employees, or (iii) deemed to employmentobligate any Buyer or its Affiliates to adopt, including employment standardsenter into or maintain any employee benefit plan or other compensatory plan, 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 Canada Pension Plan remittances program or arrangement at any other employment-related matter arising under applicable Laws, and there are no outstanding claims, complaints, investigations or orders under any such Lawstime.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Minerva Surgical Inc), Asset Purchase Agreement (Minerva Surgical Inc)
Employment Matters. (a) 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 each such individual as of May 31, 2012. None of the personnel of Seller is not on a party toleave-of-absence. Schedule 4.20(a)(ii) sets forth a true, bound by, any collective bargaining or other agreement with a labor organization representing any complete and correct list of 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 all former personnel of Seller or any of its employeescurrently receiving benefits through COBRA.
(b) The Employee Matters Disclosure Except as set forth on Schedule sets forth 4.20(b), Seller does not have any current engagement with any Person as a complete list of each employee and consultant or independent contractor of Seller which indicates for each individual: (i) their position or title; (ii) the 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 entitlementcontractor, 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 Seller does not have any individual who is on leave of absence together written or oral agreement 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 a written employment such consultant or independent contractor agreement with Sellercontractor.
(c) Each personnel of Seller is retained or employed on an at-will basis, and Seller does not have any written or oral agreement with any such personnel that would interfere with (i) Seller’s ability to discharge such personnel without payment of any severance or any 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 provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply not promised or represented to Seller’s employees.
(d) Except as set forth in the Employee Matters Disclosure Schedule, there is no employment contract between Seller and any of its employees personnel that is not terminable on the giving any of reasonable notice in accordance with applicable Law, nor are there such personnel will be employed or engaged by or receive any employment particular benefits from Buyer or other contracts providing for payments any of its Affiliates or other entitlements, contingent or otherwise, related entities on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to after the Closing Date.
(fd) All individuals characterized There is no collective bargaining agreement or 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 group of personnel of Seller has made a pending demand for recognition or certification, and treated there are and have been no representation or certification proceedings or petitions seeking a representation proceeding, with the National Labor Relations Board or any 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 past three (3) years.
(e) Seller has complied with all Laws relating to the employment of labor to the extent relating to the Business, including provisions thereof relating to wages, 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 independent contractors are listed set forth on Schedule 4.20(e), Seller has not incurred any liability, and no facts exist that would be likely to give rise to any liability, in connection with the Employee Matters Disclosure Schedule. Each independent contractor has been properly classified classification by Seller of any individual as an independent contractor contractor.
(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, and Seller has not received been reassessed under any notice from any Governmental Authority disputing such classificationlegislation.
(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 Each individual employed by Seller in the past two (2) years under occupational health United States has presented legal proof of his or her identity and safety Laws have been made available authorization 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 work in the Employee Matters Disclosure ScheduleUnited States for Seller and is either (i) a U.S. citizen or lawful permanent resident or (ii) a nonimmigrant possessing a current, to the Knowledge of valid authorization issued by U.S. Citizenship and Immigration Services permitting employment by Seller, it is and has 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 Canada 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, Asset Purchase Agreement (Huron Consulting Group Inc.)
Employment Matters. (a) 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 third party.
(b) No Seller is not a party to, or bound by, any collective bargaining or other agreement Contract, agreement, or other understanding with a labor organization representing its Employees, and there are no labor organizations representing, purporting to represent or, to Sellers’ Knowledge, attempting to represent or organize any Employee of its employeesany Seller. Since January 1, 2013, there There has not never been, nor, to Seller’s Sellers’ Knowledge, has there been any overt threat of, any strike, slowdown, work stoppage, lockout, proceeding to compel collective bargaining, concerted refusal to work overtime overtime, or other similar labor activity or dispute affecting any Seller or any of its employees.
(b) The Employee Matters Disclosure Schedule sets forth a complete list of each employee Employees. No Seller has committed any unfair labor practice and independent contractor of no grievance is pending or, to Sellers’ Knowledge, threatened against any Seller which indicates by any labor organization for each individual: (i) their position Employee. To Sellers’ Knowledge no organizational effort is presently being made or title; (ii) the location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-time, part-time threatened by 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 on behalf of any individual who is on leave of absence together labor organization with the reason for the leave, their last date of active service and their expected date of return respect to work; and (xii) an indication Employees of any individual who is party to a written employment or independent contractor agreement with Seller.
(c) Each Seller is and has provided Buyer been in compliance in all material respects with correct OSHA and complete copies all other applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations, unfair labor practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, affirmative action, child labor, health and safety, workers’ compensation, leaves of all absence, including military leaves and family and medical leaves, reinstatement, and unemployment insurance. There are no Actions against any Seller pending, or to Sellers’ Knowledge, overtly threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment agreements and independent contractor agreements for each employee and of any current or former employee, consultant, or independent contractor of any Seller, as well as all material handbooks and policies that apply including, without limitation, any claim relating to Seller’s employeesunfair labor practices, employment discrimination, harassment, retaliation, equal pay, compensation, wages, hours, overtime pay, or any other employment related matter arising under applicable Laws.
(d) Except as set forth in Each Seller is responsible for the payment of any and all wages, benefits, and other amounts owing to each Employee Matters Disclosure Schedule, there is no employment contract between Seller for all periods up to and any of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(fe) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 been will remain 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 Canada 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 LawsWARN Act in connection with this transaction.
Appears in 2 contracts
Samples: Asset Purchase Agreement (CompuCredit Holdings Corp), Asset Purchase Agreement (Advance America, Cash Advance Centers, Inc.)
Employment Matters. (a) Seller For each Employee set forth on Schedule 4.10 is not a party tosuch Employee's date of birth, bound bydate of hire, any collective bargaining the years of service required under each applicable Plan for purposes of eligibility, vesting and accrual of benefits, and annual salary or other agreement with a labor organization representing any of its employeeshourly wage rate, as applicable, and accrued vacation. 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 an Affiliate has paid in full to all Employees, or made appropriate accruals for on the books of its employeesaccount 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 Employees the amount of all Taxes required to be withheld or collected therefrom, and Seller or an Affiliate has paid the same when due to the applicable Government agency.
(b) The Employee Matters Disclosure Except as set forth on Schedule sets forth a complete list of each employee and independent contractor of Seller which indicates for each individual: 4.10, (i) their position there are no pending or, to Seller's Knowledge, threatened claims by any Employee or title; former Employee against Seller with respect to the Business other than for compensation and benefits due in 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 location Business arising out of their employment; any applicable Law relating to employment practices or occupational or safety and health standards of the Business, (iii) their start date; there are no pending or, to Seller's Knowledge, threatened labor disputes, strikes or work stoppages against Seller affecting the Business, and (iv) their cumulative length to Seller's Knowledge, there are no union organizing activities in process involving any of service the Employees with Seller; (v) their status as full-time, part-time or temporary; (vi) their hourly wage or annual salary; (vii) their entitlement respect 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 individual who is 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 a written employment or independent contractor agreement with SellerBusiness.
(c) Schedule 4.10 lists all union and collective bargaining agency agreements to which Seller has provided Buyer with correct is a party and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply relate to Seller’s employeesthe Business.
(d) Except Schedule 4.10 identifies all Employees and former Employees and their dependents receiving health benefits, or eligible to receive health benefits, as set forth in required by COBRA. To Seller's Knowledge, notice of the Employee Matters Disclosure Scheduleavailability of healthcare continuation coverage for Employees, there is no employment contract between Seller former Employees and any of its employees that is not terminable on the giving of reasonable notice their respective dependents and qualified beneficiaries, in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) None requirements 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee Matters Disclosure Schedule. Each independent contractor COBRA has been properly classified as an independent contractor provided to all persons entitled thereto, and Seller has not received any notice from any Governmental Authority disputing all persons electing such classification.
coverage are being (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 orbeen, if accrued, are reflected in full in the Books and Recordsapplicable) provided such coverage.
(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 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 Canada 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 (Amcast Industrial Corp), Asset Purchase Agreement (Park Ohio Holdings 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 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 a party to, bound by, any collective bargaining presently pending or other agreement with a labor organization representing any of its employees. Since January 1, 2013, there has not been, nor, to Seller’s Knowledge, has there been any threat of, existing any strike, slowdown, picketing, work stoppagestoppage or employee grievances in process, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting Seller or any proceeding against or affecting the Company relating to the alleged violation of its employeesany Law pertaining to labor relations or employment matters, and, to the Seller’s Knowledge, none of the foregoing is threatened.
(bd) The Employee Matters 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 each employee and independent contractor of Seller which indicates for each individual: (i) their position or title; 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 location wage rates for non-salaried and non-executive salaried employees of their employment; the Company by classification, and (iii) their start date; (iv) their cumulative length all group insurance programs in effect for employees of service the Company. The Company is not in default with Seller; (v) their status as full-time, part-time or temporary; (vi) their hourly wage or annual salary; (vii) their entitlement respect 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) None of Seller’s employees are subject obligations referred to any restrictions, including any non-competition agreement, which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 classificationpreceding sentence.
(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 No Employee has notified the Benefit Plans, have been paid Company in full or, if accrued, are reflected in full in writing that he plans to terminate employment with the Books and RecordsCompany during the 12 months following the date of this Agreement.
(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 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 Canada 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: Purchase Agreement (Allegheny Energy Inc), Purchase Agreement (Allegheny Energy Supply Co LLC)
Employment Matters. (ai) Seller is EMV and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of 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 oral) of infraction of any such applicable employment-related laws or of any claim or any investigation thereof.
(ii) All EMV Employees are legally entitled to work for EMV or the Subsidiary by which they are employed in the jurisdiction in which they work, and all foreign workers employed by EMV or a party to, bound by, any collective bargaining Subsidiary of EMV have valid work permits permitting them to perform the work they are carrying out for EMV or other agreement with a labor organization representing any such Subsidiary. EMV and each of its employees. Since January 1Subsidiaries 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, 2013and there are no audits, there has not beenorders, norinvestigations, charges or claims pending or, to Seller’s Knowledgethe knowledge of EMV, has there been any threat ofthreatened or reasonably anticipated, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting Seller against EMV or any of its employeesSubsidiaries in connection with any immigration laws.
(biii) The EMV Disclosure Letter lists all the EMV Employees as of the date of this Agreement and the position (including whether the EMV Employee Matters Disclosure Schedule sets forth a complete list 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 applicable 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 employee and independent contractor of Seller which indicates for each individual: EMV Employee (i) their position or title; (ii) the 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 individual who is on leave of absence together with the including reason for the leave, their last date of active service service, and their expected date of return to work; and (xii) an indication of ). 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 individual who is party to a written employment applicable laws, or independent contractor agreement with Selleron temporary layoff.
(civ) Seller has provided Buyer 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 correct EMV or the relevant Subsidiary (including where the individual acts as a consultant or is on secondment from another employer) and complete copies the particulars of all employment agreements and independent contractor agreements for the terms on which the individual provides services, including the commencement date of each employee and independent contractor contract with EMV or its Subsidiary, the length of Sellernotice necessary to terminate each contract (or if a fixed term, as well as all material handbooks and policies that apply to Seller’s employeesthe expiry date of the fixed term), the location in which they provide services.
(dv) Except as set forth in the Employee Matters Disclosure ScheduleIn respect of each EMV Employee, there is no employment contract between Seller EMV and any of its employees that is Subsidiaries have:
(A) performed all obligations and duties they are required to perform (and settled all outstanding claims), whether or not terminable on the giving of reasonable notice in accordance with applicable Lawlegally binding; and
(B) maintained adequate, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closingsuitable and up-to-date records.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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.
(hvi) There are no outstanding or unaccrued assessments, penalties, fines, liens, charges, surcharges, or other amounts due or sums owing pursuant to any workers’ compensation Laws. No audit current or former EMV Employee other than reimbursement of Seller is currently being performed under any workers’ compensation Lawsexpenses, 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 a party to or bound by any 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 other event(s)) will (i) All orders entitle any current or former employee or 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 received by Seller in the past two (2) years under applicable occupational health and safety Laws have been made available legislation relating to BuyerEMV or any of its Subsidiaries in the past three years. There are no outstanding orders issued under the inspection occupational health and safety Laws 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 Purchased Assetslast 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.
(jxi) Except as set forth 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 Matters (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 ScheduleLetter, 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 funding medium for the EMV Employee Plan; (B) the most recent IRS determination or 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 PEO Plans, EMV 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 of EMV, each PEO Plan, that is intended to qualify under Section 401(a) of the Code 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 knowledge of SellerEMV, it no event or omission has occurred that would cause any EMV Employee Plan (or any PEO Plan) to lose such qualification or require corrective action to the IRS or Employee Plan Compliance Resolution System to maintain such qualification.
(xvii) Each EMV Employee Plan and to the knowledge of EMV, each PEO Plan, is and has been established, operated, and administered in compliance all material respects in accordance with all terms applicable laws and conditions of employment regulations and all Laws pertaining to employmentwith its terms, including employment standardswithout limitation ERISA and the Code. To the knowledge of EMV, labour standardsEMV and its Subsidiaries have performed all material obligations required to be performed by them under, wagesare not in default or violation of, hours and, as of workthe date hereof, overtimeEMV has no knowledge of any default or violation by any other party to, human rightsany EMV Employee Plan or any PEO Plan. No EMV Employee Plan is, pay equityand to the knowledge of EMV, employment equityno PEO Plan is, pensions, occupational health and safety, immigration, workers’ compensation, income tax withholding, payroll taxesor within the past six years has been, the Canada Pension Plan remittances subject of an application or filing under a government sponsored amnesty, voluntary compliance, or similar program, or been the subject of any other employmentself-related matter arising under applicable Laws, and there are no outstanding claims, complaints, investigations or orders correction under any such Lawsprogram. No litigation or governmental administrative proceeding, audit or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of EMV, 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 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 could 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, 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 imposition of an excise tax upon EMV or any ERISA Affiliate under Chapter 43 of the Code. To the knowledge of EMV, each PEO Plan that is a health 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.
(xviii) None of the EMV Employee Plans, and 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 meaning of Section 3(37) or 4001(a)(3) of ERISA or any applicable law, (ii) a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA for which EMV or any ERISA Affiliate could incur liability under Section 4063 or 4064 of ERISA, (iii) 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 Code, (v) a “funded welfare plan” within the meaning of Section 419 of the Code or (vi) a “registered pension plan” (as defined in the Tax Act) or is required to be registered under applicable provincial or federal pension standards legislation.
(xix) 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 been operated and maintained, in all material respects, in operational and documentary compliance with the requirements of Section 409A of the 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 grant 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) 3.9.1 Neither Seller is not a party to, bound bynor any Employee Benefit Plan or, any collective bargaining Multiemployer Plan (as those terms are defined in ERISA) maintained by Seller or other agreement with a labor organization representing to which Seller has or has had the obligation to contribute in respect of any of 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 employees.
(b) 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 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) Except as set forth in the Employee Matters Disclosure Schedule, there is no employment contract between Seller and any of its 's employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or render services in connection with the ClosingSystem 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.
(e) None of Seller’s employees 3.9.2 There are subject no collective bargaining agreements applicable to any restrictions, including any non-competition agreement, which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated Persons employed by Seller as independent contractors are listed that render services in connection with the Employee Matters Disclosure Schedule. Each independent contractor has been properly classified as an independent contractor System, and Seller has no duty to bargain with any labor organization with respect to any such Persons. There is not received pending any notice unfair labor charges against Seller, any demand for recognition or any other request or demand from a labor organization for representative status with respect to any Governmental Authority disputing such classificationPersons employed by Seller that render services in connection with the System.
(g) All amounts due 3.9.3 SCHEDULE 3.9 contains a true and owing or accruedcomplete list of the names, but not yet owing, for positions and dates of initial employment of all employee or independent contractor employees of the System. Seller has delivered to Buyer a true and correct list setting forth the present rates of 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, bonus or other amounts due direct or owing pursuant indirect compensation and employee benefits of all employees of the System and any agreements, commitments or arrangements, whether written or oral, affecting such employees other than employee handbooks or other statements of employment policy. With respect to any workers’ compensation Laws. No audit of Persons employed by Seller that render services in connection with the System, 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 been in material compliance with all terms applicable Legal Requirements respecting employment conditions and conditions 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 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 Canada Pension Plan remittances wages or any other employment-related matter arising under applicable Laws, and there are no outstanding claims, complaints, investigations taxes or orders under penalties for failure to comply with any such Lawsof the foregoing.
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) Seller is not a party to, bound by, any collective bargaining or other agreement with a labor organization representing any of 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 employees.
(b) 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 Schedule 3.1(aa) sets forth the title, service dates and material terms of employment, including current wages, salaries or title; hourly rate of pay, benefits, vacation entitlement, commissions and bonus (iiwhether 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) 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) Except Other than as set forth out in the Employee Matters Disclosure ScheduleSchedule 3.1(aa), all Employees are subject to written Employment Contracts, there is are no employment contract between Seller and any of its employees that is Employment Contracts which are not terminable on the giving of reasonable notice and/or severance pay in accordance with applicable LawLaw 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, nor there are there any employment no management agreements, retention bonuses, change of control agreements, transaction bonuses or other contracts providing for payments agreements to provide cash compensation or other entitlements, contingent compensation or otherwise, on or in connection with benefits upon the Closingconsummation of the transactions contemplated by this Agreement.
(eiv) None There have been no resignations or terminations as of Seller’s employees the Closing Date, there are subject to any restrictionsno 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), including any all Employees have executed non-competition agreement, which would prevent such employee from entering into an agreements and non-solicitation agreements in favour of the Corporation. All employees of the Subsidiaries have either been terminated in accordance with applicable Laws or have been employed or engaged by the Corporation pursuant to a new and valid employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Dateagreements.
(fv) All individuals characterized The Contractors and treated by Seller as independent Sales Agents are all of the contractors are listed in and sales agents of the Employee Matters Disclosure ScheduleCorporation. Each independent contractor has been properly classified as an independent contractor Schedule 3.1(aa) sets forth the service dates and Seller has not received any notice from any Governmental Authority disputing 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 classificationContractor and Sales Agent.
(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.
(jvi) Except as set forth in Schedule 3.1(aa):
A. the Employee Matters Disclosure ScheduleCorporation 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 knowledge of SellerSimmax and/or the Corporation, it there exist no current attempts to organize or establish any labour union or employee association with respect to any Employees nor is and 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 the Corporation or on the conduct of the Business;
F. there is no Employee in receipt of or who has been in compliance with claimed benefits under any weekly indemnity, long term disability or workers' compensation plan or arrangement or any other form of disability benefit programme; and
G. all terms and conditions of employment and all Laws pertaining to employmentaccruals for unpaid vacation pay, including employment standardspremiums for unemployment insurance, labour standardshealth premiums, 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 Canada Pension Plan remittances or any other employment-related matter arising under applicable Lawspremiums, accrued wages, salaries and commissions and employee benefit plan payments in respect of the Employees have been reflected in the Books and Records. The Corporation has, and there are no outstanding claimseach Subsidiary had, complaintsprior to dissolution and wind-up, investigations deducted and remitted to the relevant governmental authority or orders 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 statute or Contract to collect and remit to any governmental authority or other entities entitled to receive payment of such deductions.
(vii) All levies under the workers’ compensation legislation of any such Lawsjurisdiction where the Corporation carries on business and where the Subsidiaries formerly carried on business have been paid by the Corporation and the Subsidiaries, as the case may be.
Appears in 2 contracts
Samples: Share Purchase Agreement (Viking Energy Group, Inc.), Share Purchase Agreement (Camber Energy, Inc.)
Employment Matters. (a) 3.12.1 None of Seller's employees are covered by a collective bargaining agreement or are represented by a labor organization, and no petition for representation concerning any of Seller's employees has been filed with the National Labor Relations Board; Seller is not a party toaware 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 set forth on Exhibit 3.12.2, bound bySeller 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 collective bargaining Laws of any Government or other agreement 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 a labor organization representing any of its employees. Since January 1, 2013and all employees may be terminated at will; there is no contractual obligation or special termination or severance arrangement in respect of any of Seller's employees; and there is no provision of any agreement or arrangement with any of Seller's employees, 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 other legal or contractual requirement, which would obligate Seller to require Purchaser of its the Assets to employ any of Seller's employees.
(b) The Employee Matters Disclosure Schedule sets forth a complete list of each employee 3.12.4 Seller has paid, in accordance with its normal payroll practices and independent contractor of Seller which indicates for each individual: (i) their position or title; (ii) the location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-timeall applicable Laws, part-time or temporary; (vi) their hourly wage or annual salary; (vii) their entitlement to all wages, bonuses, incentive schemes, benefits, commissions and other compensation; benefits and sums due (viii) the Benefit Plans in which the individual participates; (ix) their annual vacation entitlementand all required taxes, insurance, social security and withholding thereon), as they have accrued, except for such items, and accrued and unused vacation entitlement; (x) their annual paid time off entitlementvacation, accrued sick leave, accrued benefits and accrued payments (and unused paid time off entitlement; (xi) an indication 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 contract, agreement, understanding or arrangement or under any applicable Law of any individual who is on leave of absence together with the reason Government or Governmental Agency to assume or be responsible for the leaveany obligation, their last date of active service and their expected date of return duty or liability, now existing or hereafter arising, relating to work; and (xii) an indication of any individual who is party to a written employment or independent contractor agreement in connection with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor 's employees or any compensation, benefits or benefit plans in respect of Seller's employees, as well as all material handbooks and policies that apply to Seller’s employees.
(d) Except as set forth in the Employee Matters Disclosure Schedule, there is no employment contract between Seller and any or otherwise arising out of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) None of Seller’s employees are subject to any restrictionstransactions contemplated by this Agreement, including any non-competition agreement, which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 made no commitment and owing is under no obligation to cause Purchaser of the Assets to assume or accrued, but not yet owing, to be responsible 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 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 Canada 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 Lawsobligation, duty or liability.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ameriking Inc), Asset Purchase Agreement (Ameriking Inc)
Employment Matters. (a) Seller is not a party to, to or bound by, by any collective bargaining agreement covering, and there are no labor unions, works councils or other agreement with a labor organization representing any of its employees. Since January 1, 2013, there has not been, nor, to Seller’s Knowledge, has there been any threat oforganizations representing, any Employee. There has been no labor union organizing campaigns, petitions or other union organizing activities seeking recognition of a collective bargaining unit relating to any Employee. No strike, slowdown, picketing, work stoppage, lockout, stoppage or concerted refusal to work overtime has occurred or other similar labor activity or dispute affecting has been threatened in writing between Seller or any of its employeesAffiliates, 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) The Employee Matters Disclosure Schedule sets forth a complete list of each employee With respect to the Business, Seller and independent contractor of Seller which indicates for each individual: (i) their position or title; (ii) the location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-timeits Affiliates are and since February 28, 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 2015 have been 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as compliance in all material handbooks and policies that apply respects with all applicable Laws pertaining to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) None of Seller’s employees are subject to any restrictionsEmployees, including any non-competition agreement, which would prevent all such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 Scheduleemployment and employment practices, to the Knowledge of Seller, it is and has been in compliance with all terms and conditions of employment and all Laws pertaining to employment, compensation, benefits, collective bargaining, wages and hours, the classification of personnel (including employment standardsemployees versus independent contractors and employees as exempt versus non-exempt) for all purposes, labour standardsharassment, wagesdiscrimination, hours of work, overtime, human rights, pay equity, employment equity, pensions, occupational health and safety, immigration, workers’ compensation and unemployment compensation.
(c) With respect to the Business, income tax withholdingthere have not been any material controversies, payroll taxesgrievances or 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 Governmental Authority, including harassment and discrimination claims, wage and hour claims, and claims arising under workers’ compensation Laws, which are currently pending or have been resolved since February 28, 2015, which would reasonably be expected to result in, or have resulted in, any material Liability, and, to Seller’s Knowledge, no such material controversy, grievance or Proceeding has been threatened that would reasonably be expected to result in any material Liability.
(d) 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 Canada Pension Plan remittances Worker Adjustment and Retraining Notification Act, or any other employmentsimilar foreign, state, provincial or local Laws with respect to employees of the Business.
(e) Seller has made available a list (which may be anonymized to the extent necessary to comply with applicable data privacy laws) setting forth, for each Employee as of May 2, 2018, such employee’s name or employee identification number, title, job location, employer, hire date, full- or part-related matter arising time status, active or on leave status (and, if on leave, the nature of the leave and the expected return date), exempt or non-exempt status under applicable Lawsthe Fair Labor Standards Act (if applicable), annual salary or wage rate, most recent annual bonus received and there are no outstanding claimscurrent annual bonus opportunity for each Employee. Fifteen days prior to the Closing Date, complaintsSeller will provide Buyer with a revised version of the foregoing list, investigations updated as of such date (or orders under any as of such Lawsnearest earlier date as may be reasonably practicable).
Appears in 2 contracts
Samples: Transaction Agreement, Transaction Agreement (Starbucks Corp)
Employment Matters. (a) Seller is not Section 3.23(a) of the Disclosure Schedules contains a party tolist of all persons who are or are expected to be employees, bound byindependent contractors or consultants of the Sellers as of the Closing Date, any collective bargaining 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 agreement 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 no outstanding agreements, understandings or commitments of the Sellers with a labor organization representing respect to any of its employees. Since January 1compensation, 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 commissions or other similar labor activity or dispute affecting Seller or any of its employeesbonuses.
(b) The Employee Matters Disclosure Schedule sets forth a complete list of each employee Sellers are and independent contractor of Seller which indicates for each individual: (i) their position have been in compliance with all applicable laws, rules and regulations pertaining to employment and employment practices, including all laws, rules and regulations relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or title; (ii) the 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 immigration, wages, hours, overtime compensation, child labor, hiring, promotion and other termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ 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 individual who is on leave leaves of absence together with and unemployment insurance (including, without limitation, those regulations promulgated by the reason for Equal Employment Opportunity Commission (the leave, their last date of active service “EEOC”) and their expected date of return to work; the Occupational Safety and Health Administration (xii) an indication of any individual who is party to a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) “OSHA”)). All individuals characterized and treated by Seller the Sellers as independent contractors or consultants are listed in properly treated as independent contractors under all applicable laws, rules and regulations. All employees classified as exempt under the Employee Matters Disclosure Schedule. Each independent contractor has been Fair Labor Standards Act and state and local wage and hour laws are properly classified as an independent contractor and Seller has not received any notice from any Governmental Authority disputing such classificationin all material respects.
(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.
(hc) There are no outstanding employee 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 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 Canada Pension Plan remittances or any other employment-related matter arising under applicable Lawsclaims pending, and nor to the knowledge of the Sellers are there are no outstanding claimsany claims threatened, complaintsby any employee or former employee of Sellers nor has any Seller received any written notice regarding workers compensation, investigations EEOC or orders under any such LawsOSHA Claims.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sebring Software, Inc.)
Employment Matters. (a) 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 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 not subject to a party to, bound by, any Contract that prohibits or restricts such individual’s employment with the Acquired Entities. No Business Employee designated as a key employee of the Cariflex Business as set forth on Section 4.14(a) of the Seller Disclosure Schedule (the “Key Employees”) has indicated in writing that he or she intends to terminate his or her employment with an Acquired Entity.
(b) With respect to each such collective bargaining agreement, there is no material breach or default by any of the Acquired Entities. Except as set forth in Section 4.14(b) of the Seller Disclosure Schedule, none of the Acquired Entities is required to notify or consult with any union, works’ council or other agreement with a labor organization representing any of its employees. Since January 1in connection with the Transaction.
(c) There is not, 2013, and since the Relevant Date through the date hereof there has not been, nor, to Seller’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted slowdown, coordinated refusal to work overtime overtime, picketing or other similar labor activity or dispute affecting Seller or any of its employees.
(b) 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 location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-timepending, part-time or temporary; (vi) their hourly wage or annual salary; (vii) their entitlement to bonusesor, 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employeesknowledge, threatened, against any of the 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) Except as set forth in With respect to the Employee Matters Disclosure ScheduleBusiness Employees, there is no employment contract between Seller and any the Acquired Entities are and since the Relevant Date have been in material compliance with all applicable Laws pertaining to employment matters, employment practices and terms and conditions of its employees that is not terminable 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 giving Financial Statements all wages, salaries, commissions, bonuses, fees, benefits and other compensation due to or on behalf of reasonable notice in accordance with applicable Lawsuch Business Employee. There are no liabilities, nor are there any employment or other contracts providing for payments or other entitlements, whether contingent or otherwiseabsolute, on or in connection with of the ClosingAcquired Entities relating to workers’ compensation benefits that are not fully insured against by a bona fide Third Party insurance carrier.
(e) 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 Buyer or carrying on employment with Buyer in substantially Section 4.13 and this Section 4.14 constitute the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized sole and treated by Seller as independent contractors are listed in the Employee Matters Disclosure Schedule. Each independent contractor has been properly classified as an independent contractor exclusive representations 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 warranties 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 with respect to Buyer. There are no outstanding orders issued under the occupational health and safety Laws matters relating to employees of the Purchased AssetsCariflex Business and employee benefit matters.
(j) Except as set forth in the Employee Matters Disclosure Schedule, to the Knowledge of Seller, it is and has 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 Canada 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 1 contract
Samples: Asset and Stock Purchase and Sale Agreement (Kraton Corp)
Employment Matters. (a) Seller Except as set forth in Section 3.17(a) of the Disclosure Schedules, each of the Company and its Subsidiaries is not a party to, or bound by, any collective bargaining or other agreement with a any labor organization representing organization, works council, trade union or other employee representative body, and no such employee representative body represents or purports to represent any employees of the Company or its employeesSubsidiaries. Since January 1Except as set forth in Section 3.17(a) of the Disclosure Schedules, 2013since April 29, 2012, 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 the Company or the Company’s Subsidiaries or with respect to any of its employeesEmployees.
(b) The Employee Matters Each of the Company and the Company’s Subsidiaries is in compliance in all material respects with all applicable Laws pertaining to employment and employment practices, terms and conditions to the extent they relate to Employees. Except as set forth in Section 3.17(b) of the Disclosure Schedule sets forth a complete list Schedules, there are no material Actions against the Company or any of each its Subsidiaries pending or, to Seller’s Knowledge, threatened to be brought or filed in connection with the employment of any current or former employee of the Company or the Company’s Subsidiaries, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, withholding taxes, wages and hours, breaks, independent contractor of Seller which indicates for each individual: (i) their position or title; (ii) the location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as fullemployee status, exempt or non-timeexempt status, part-time or temporary; (vi) their hourly wage or annual salary; (vii) their entitlement to bonuses, incentive schemes, benefits, commissions and any 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 individual employment related matter arising under applicable Laws . All employees who is on leave of absence together with the reason primarily perform services for the leave, their last date of active service Company’s and their expected date of return to work; and (xii) an indication of any individual who is party to a written employment its Subsidiaries’ business are employed by the Company or independent contractor agreement with Sellerits Subsidiaries.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) Except as set forth in Neither the Employee Matters Disclosure Schedule, there is no employment contract between Seller and Company nor any of its employees Subsidiaries has implemented any employee layoffs or plant closures that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment constitutes a mass layoff or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 plant closure 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 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 Canada Pension Plan remittances or any other employment-related matter arising under applicable LawsWARN Act, and there no such events are no outstanding claimscurrently contemplated, complaints, investigations planned or orders under any such Lawsannounced.
Appears in 1 contract
Samples: Stock Purchase Agreement (Patterson Companies, Inc.)
Employment Matters. (a) Seller is not a party to, bound by, any collective bargaining or other agreement with a labor organization representing any of 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 employees.
(bSchedule 5.12(a) The Employee Matters Disclosure Schedule sets forth a complete list of each employee the Employees, together with their respective title/function, seniority and independent contractor material terms of Seller which indicates for each individual: (i) their position or title; (ii) the location employment, including cost and description of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-timebenefits, part-time or temporary; (vi) their hourly wage or annual vacation entitlement, salary; (vii) their entitlement to bonuses, incentive schemes, benefits, commissions and bonus (whether monetary or otherwise) or other material terms of compensation; (viii) the Benefit Plans . Except as disclosed in which the individual participates; (ix) their annual vacation entitlementSchedule 5.12(a), 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 individual who no Employee is on leave of absence together with the reason for the short-term or long-term disability leave, their last date parental leave, military leave, extended absence for any reason or receiving benefits pursuant to Applicable Laws relating to workers’ compensation. Copies of active service and their expected date of return to work; and (xii) an indication of any individual who is party to a each written employment or independent contractor agreement with Seller.
(c) Seller Employment Contract has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior been delivered to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 Purchaser with the Books and Records.
(hb) There Other than as indicated in Schedule 5.12(a), there are no outstanding Employment Contracts nor are there any management agreements, agreements with prior written consent or unaccrued assessmentschange of control provisions, penalties, fines, liens, charges, surcharges, retention bonuses or Employment Contracts providing for cash or other amounts due compensation or owing benefits upon the signing of this Agreement or the consummation or Closing of the transactions contemplated by this Agreement, except as provided in Applicable Law.
(c) The Business has been and is being operated in compliance in all material respects with all Applicable Laws relating to employees, including employment standards, Employment Laws, workers compensation, human rights and labour relations.
(d) Other than as indicated in Schedule 5.14 there are no Claims nor, to the Knowledge of the Vendor, are there any threatened Claims, against the Vendor pursuant to any workers’ Applicable Laws relating to Employees, including employment standards, human rights, labour relations, Employment Laws, worker’s compensation Lawsor pay equity. No audit To the Knowledge of Seller is currently being performed the Vendor, nothing has occurred which might lead to a Claim against the Vendor under any workers’ compensation Applicable 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 decisions, Orders or settlements or pending settlements which place any obligation upon the occupational health and safety Laws relating Vendor to the Purchased Assetsdo or refrain from doing any act.
(je) Except as set forth in the Employee Matters Disclosure Schedule, The Vendor is not a party to the Knowledge of Seller, it is and has been in compliance with all terms and conditions of employment and all Laws pertaining any agreement relating to employment, including employment standards, labour standards, wages, hours or other conditions of workemployment, overtimewith any labour or trade union, human rightsbargaining agent, pay equityEmployee association, employment equity, pensions, occupational health or other representative body or organization and safety, immigration, workers’ compensation, income tax withholding, payroll taxes, no application for certification has been filed or is expected to be filed involving the Canada Pension Plan remittances or any other employment-related matter arising employees of the Vendor.
(f) All current assessments under workers compensation Applicable Laws in applicable Lawsjurisdictions in relation to the Vendor for the Employees, and there all of their respective contractors and subcontractors have been paid or accrued and the Vendor has not been or is subject to any special or penalty assessment under such legislation which has not been paid.
(g) The only bonus, reward, deferred benefit or profit-sharing plans or systems from which the directors, officers or employees of the Vendor could benefit are no outstanding claimsthose identified and described in Schedule 5.12(g). The Vendor is not required to pay a pension or deferred benefits upon retirement or to make such payments in the future to its directors, complaintsofficers or employees. The Vendor is not a party to any retirement plan, investigations pension fund, group insurance program, profit-sharing plan or orders under any such Lawsother benefit in favor of employees, officers or directors.
Appears in 1 contract
Employment Matters. Purchaser (aor any Affiliate of the Purchaser) shall have the right, but not the obligation, to offer employment on such terms and conditions as Purchaser may determine to any or all of such employees. Purchaser (or any Affiliate of the Purchaser) shall advise Seller as soon as practicable which of such employees, if any, 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 employees. 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 not a party to, bound by, any collective bargaining or other agreement with a labor organization representing any of retaining and shall pay all obligations relating to its employees' accrued salaries, wages, compensation and employee benefits of any nature whatsoever. Since January 1Without limiting the foregoing, 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 employees.
(b) The Employee Matters Disclosure Schedule sets forth a complete list of each employee and independent contractor of Seller which indicates for each individual: shall (i) their position or title; (ii) the location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-timepay all wages, part-time or temporary; (vi) their hourly wage or annual salary; (vii) their entitlement to bonuses, incentive schemescommissions, 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 individual who is on leave of absence together with the reason remuneration payable to or for the leave, their last date benefit of active service and their expected date of return employees with respect to work; and (xii) an indication of any individual who is party to a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately periods prior to the Closing Date.
; (fii) All individuals characterized pay all vacation pay or pay for other compensated absences earned or accrued by all of Seller's employees as of the Closing Date, including any related payroll burden (FICA and treated by 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 independent contractors are listed 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 severance payments (if any) due to all of Seller's employees as a result of the Employee Matters Disclosure Schedule. Each independent contractor has been properly classified as an independent contractor termination of their employment with Seller; (iv) comply with the insurance continuation requirements under COBRA 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 similar state law applicable to any workers’ 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 such employee who is disabled and not hired by Purchaser. Seller shall also pay or be liable for any worker's compensation Laws. No audit of Seller is currently being performed under any workers’ compensation Laws.
(i) All orders and inspection reports received by Seller claims or amounts payable to such employees 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 connection with events occurring prior to the Purchased AssetsClosing Date and for any liability or costs associated with the termination of any of their employee benefit plans.
(j) Except as set forth in the Employee Matters Disclosure Schedule, to the Knowledge of Seller, it is and has 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 Canada 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 1 contract
Employment Matters. (a) Effective as of the Closing Date, Buyer shall offer employment to all Employees who were employed or contracted by Seller is not 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 sole discretion. The Continuing Employees who accept employment or a party tocontract for service with the 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, bound by, nothing in this Agreement shall preclude Buyer or Seller from terminating the employment of any collective bargaining employee or other agreement with a labor organization representing discontinuing the services of an independent contractor or consultant at any of 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 time on or other similar labor activity or dispute affecting Seller or any of its employeesafter the Closing.
(b) The Employee Matters Disclosure Schedule sets forth a complete list of each employee Seller shall be solely responsible, and Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former employee, officer, director, independent contractor of Seller which indicates for each individual: (i) their position or title; (ii) the 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor consultant of Seller, as well as all material handbooks and policies that apply including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to Seller’s employees.
(d) Except as set forth in the Employee Matters Disclosure Schedule, there is no employment contract between service with Seller and at any of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, time on or in connection with prior to the Closing.
Closing Date (eexcept as contemplated by the Transition Services Agreement) None of Seller’s employees are subject and Seller shall pay all such amounts to any restrictions, including any non-competition agreement, which would prevent such employee from entering into an employment relationship with Buyer all entitled persons on or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(fc) All individuals characterized and treated Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by Seller as 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 listed in reported before or after such date. Seller also shall remain solely responsible for all worker’s compensation claims of any current or former employees, officers, directors, independent contractors or consultants of Seller which relate to events occurring on or prior to the Employee Matters Disclosure ScheduleClosing Date. Each independent contractor has been properly classified Seller shall pay, or cause to be paid, all such amounts to the appropriate persons as an independent contractor 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 Continuing Employees who do not become Hired Employees, including any obligation to provide notices thereunder.
(d) Within the 90 days prior to the Closing, Seller has not received engaged, 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 from shall be provided to employees pursuant to the WARN Act or any Governmental Authority disputing state or local law similar in purpose, such classificationobligation shall be exclusively upon Seller to comply with and Buyer shall have no obligation to provide such notice.
(ge) All amounts due and owing or accruedNotwithstanding anything to the contrary herein, 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 nothing contained 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.
this Section 8.4 shall (i) All orders and inspection reports received by Seller in the past two confer upon any Person (2including any Continuing Employee) 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 Scheduleany rights, to the Knowledge of Sellerremedies or claims, it is and has been in compliance with all terms and conditions of employment and all Laws pertaining including third party beneficiary rights or rights 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 Canada Pension Plan remittances (ii) obligate Buyer or any other employment-related matter arising under applicable Lawsof its Affiliates to maintain any particular compensation or benefit plan, and there are no outstanding claimspolicy, complaintsContract, investigations program or orders under arrangement or (iii) be considered to be an amendment of any such LawsBenefit Plan.
Appears in 1 contract
Employment Matters. (a) Except as set forth on Part 2.18(a) of the Disclosure Schedule, the Seller is not a party to, bound by, to any labor or collective bargaining agreement and there are no labor or other agreement with a labor organization representing any of its employeescollective bargaining agreements which pertain to the Transferred Employees. Since There has been no organizing activity involving the Seller pending since January 1, 20132020 to the date of this Agreement, there has not been, noror, to the Seller’s Knowledge, has there been threatened by any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime labor organization or other similar labor activity or dispute affecting Seller or any group of its employeesTransferred Employees.
(b) The Employee Matters Except as set forth on Part 2.18(b) of the Disclosure Schedule sets forth a complete list of each employee and independent contractor of Seller which indicates for each individual: Schedule, there has been no (i) their position strikes, work stoppages, slowdowns, lockouts or title; 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 location date of their employment; (iii) their start date; (iv) their cumulative length of service with this Agreement or, to the Seller; (v) their status as full-time’s Knowledge, part-time threatened by 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 on behalf of any individual who is on leave Transferred Employee or group of absence together with Transferred Employees of 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 a written employment or independent contractor agreement with Seller.
(c) There are no material complaints, charges or claims against the Seller has provided Buyer pending or, to the Seller’s Knowledge, threatened that could be brought or filed, with correct and complete copies any Governmental Body based on, arising out of, in connection with or otherwise relating to the employment or termination of all employment agreements and independent contractor agreements for each employee and independent contractor of employment, or failure to employ by the Seller, of any individual in connection with the Business. Except as well as set forth on Part 2.18(c) of the Disclosure Schedule, the Seller is currently in compliance in all material handbooks respects with all applicable legal requirements relating to the employment of the Transferred Employees, including those related to wages, hours, collective bargaining, labor, and policies that apply the payment and withholding of Taxes and other sums required to Seller’s employeesbe withheld.
(d) Except as set forth in The Seller has made available to the Employee Matters Disclosure Schedule, there is no employment contract between Seller Purchaser an accurate and any complete list of its employees that is not terminable all Designated Employees (on the giving of reasonable notice in accordance with an anonymized basis if required by applicable Law), nor are there any setting 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 or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the ClosingSeller, and (vi) 2022 bonus, if any.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 on Part 2.18(e) of the Disclosure Schedule (on an anonymized basis if required by applicable Law), the Seller is not 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 Employee Matters forms thereof need to be listed on Part 2.18(e) of the Disclosure Schedule, to the Knowledge of Seller, it is and has 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 Canada 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 1 contract
Employment Matters. (a) Seller Except as set forth in Section 4.14(a) of the Mosaic Disclosure Schedules, each of the Subject Companies is not a party toand during the past four (4) years has been in compliance, bound byin all material respects, with all applicable laws governing the employment of labor, including all contractual commitments and all such laws relating to discrimination or harassment in 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 collection and payment of withholding and/or social security taxes and any collective bargaining or other agreement with a labor organization representing any of its employees. Since January 1similar tax; employee benefits; and workers’ compensation (collectively, 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 employees“Employment Matters”).
(b) The Employee Matters Disclosure Schedule sets forth a complete list Each of each employee and independent contractor of Seller which indicates for each individualthe Subject Companies: (i) has taken reasonable steps to properly classify and treat all of their position or titleemployees as “employees” and independent contractors as “independent contractors”; (ii) the location has taken reasonable steps to properly classify and treat all of their employmentemployees as “exempt” or “nonexempt” from overtime requirements under applicable law; (iii) has maintained legally adequate records regarding the service of all of their start dateemployees, including, where required by applicable law, records of hours worked; (iv) their cumulative length of service with Selleris 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) their status as full-timehas withheld, part-time remitted, and reported all material amounts required by law or temporaryby 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) their hourly wage is not liable for any material payment to any trust or annual salary; (vii) their entitlement other fund governed by or maintained by or on behalf of any Governmental Authority with respect to bonuses, incentive schemes, unemployment compensation benefits, commissions and social security or other compensation; benefits or obligations for any current or former independent contractors or employees (viii) other than routine payments to be made in 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 Ordinary Course of any individual who is 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 a written employment or independent contractor agreement with SellerBusiness).
(c) Seller has provided Buyer with correct Except as set forth in Section 4.14(c) of the Mosaic Disclosure Schedules, there are no, and complete copies of all employment agreements 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 agreements for each employee and contractor, former employee, or former independent contractor of Seller, as well as all material handbooks and policies that apply any Subject Company before any Governmental Authority relating to Seller’s employeesany Employment Matters.
(d) Except as set forth in Section 4.14(d) of the Employee Matters Mosaic Disclosure ScheduleSchedules, 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 no employment contract between Seller and a party to, or otherwise bound by, any of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Lawconsent decree with, nor are there or citation by, any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the ClosingGovernmental Authority relating to any Employment Matters.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 Section 4.14(e) of the Employee Matters Mosaic Disclosure ScheduleSchedules, to the Knowledge of Sellerno Subject Company is a party to, it is and has been in compliance with all terms and conditions of employment and all Laws pertaining to employmentor bound by, including employment standardsany labor agreement, labour standardscollective bargaining agreement, wageswork rules or practices, hours of work, overtime, human rights, pay equity, employment equity, pensions, occupational health and safety, immigration, workers’ compensation, income tax withholding, payroll taxes, the Canada Pension Plan remittances or any other employmentlabor-related matter arising under applicable Lawsagreement 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 outstanding claimsrepresentation 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, complaintsthere are no union organizing activities with respect to any employees of any Subject Company. There has been no actual, investigations or orders 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 contract or subcontract with the United States government or any department or agency thereof that, individually or in the aggregate, trigger any obligations under Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, or the Vietnam Era Veterans’ Readjustment Assistance Act, and no customers are using the products or services of any Subject Company to perform services or provide goods for the 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.
(g) Since the enactment of the WARN Act, no Subject Company has 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 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 Lawsviolation. Neither the Mosaic Manager nor any Subject Company has received any notice alleging that any such violation has occurred within the past four (4) years.
(j) The Mosaic Parties have made available to 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 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 Mosaic Disclosure Schedules, the employment of each 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) 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 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 Seller.
(b) Except as set forth on Section 4.22(b) of the Disclosure Schedules, Seller is not not, and has never been, a party to, bound byby or negotiating collective bargaining agreement or other Contract with any 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 Seller, or to recognize any Union for purposes of collective bargaining, or to assume any collective bargaining or other agreement with a labor organization representing any of 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 employees.
(b) 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 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 individual who is 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 a written employment or independent contractor agreement with Selleragreements.
(c) Seller is and has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as been in compliance in all material handbooks respects with all applicable Laws pertaining to employment and policies that apply employment practices to Seller’s employees.
(d) Except as set forth in the Employee Matters Disclosure Schedule, there is no employment contract between Seller and any extent they relate to employees of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) None of Seller’s employees are subject to any restrictionsBusiness, including any non-competition agreementall Laws relating to labor relations, which would prevent such equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, employee from entering into an employment relationship with Buyer classification or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
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) and unemployment insurance. All individuals characterized and treated by Seller as consultants or independent contractors of the Business are listed in properly treated as independent contractors under all applicable Laws. All employees of the Employee Matters Disclosure Schedule. Each independent contractor has been Business classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are properly classified as an independent contractor in all material respects. Seller is in compliance with 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 complied with all employee or independent contractor compensationimmigration laws, 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 Form I-9 requirements 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 Buyerapplicable mandatory E-Verify obligations. There are no outstanding orders issued under 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 occupational health and safety Laws 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 the Purchased Assets.
(j) Except as set forth in the Employee Matters Disclosure Scheduleunfair labor practices, to the Knowledge of Sellerequal employment opportunities, it is and has been in compliance with all terms and conditions of fair employment and all Laws pertaining to employmentpractices, including employment standardsdiscrimination, labour standardsharassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours hours, overtime compensation, employee classification, child labor, hiring, promotion and termination of workemployees, overtimeworking conditions, human rightsmeal and break periods, pay equityprivacy, employment equity, pensions, occupational health and safety, immigration, workers’ compensation, income tax withholdingleaves of absence, payroll taxespaid sick leave, the Canada Pension Plan remittances unemployment insurance or any other employment-employment related matter arising under applicable Laws, and there are no outstanding claims, complaints, investigations or orders under any such Laws.
Appears in 1 contract
Employment Matters. (1) The Purchaser has been provided with 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 (Ontario) or similar workers' compensation legislation in other jurisdictions.
(2) Except as disclosed in writing to the 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 the Subsidiaries have been and are being operated in material compliance with all Laws relating to employees, including employment standards, Occupational Health and Safety Laws, workers compensation, human rights, labour relations and 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 Subsidiaries have entered into confidentiality, invention 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) Seller to the knowledge of the Company, no Employee or consultant of the Company is not a party toobligated under any agreement (including licences, bound bycovenants or commitments of any nature) or subject to any judgment, decree or order of any collective bargaining or other agreement with a labor organization representing any of its employees. Since January 1Governmental Authority, 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 employees.other restriction that would materially conflict with the Business;
(b) The Employee Matters Disclosure Schedule sets forth a complete list the carrying on of each employee the Business by the employees, consultants and independent contractor contractors of Seller which indicates for each individual: (i) their position or title; (ii) the location Company and the Subsidiaries and the conduct of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-timethe Company's and the Subsidiaries' business, part-time or temporary; (vi) their hourly wage or annual salary; (vii) their entitlement to bonusesincluding without limitation the sale, incentive schemes, benefits, commissions licensing and other compensation; (viii) commercial exploitation of all products of the Benefit Plans 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 individual participates; (ix) their annual vacation entitlement, Company 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 individual who the Subsidiaries is 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 a written employment or independent contractor agreement with Sellernow obligated.
(c) Seller has provided Buyer with correct the Company and complete copies the Subsidiaries do not believe it is or will be necessary to utilize any inventions of all any employees of the Company and the Subsidiaries (or Persons the Company and the Subsidiaries currently intends to hire) made prior to their employment agreements by the Company and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.the Subsidiaries; and
(d) Except as set forth in to the Employee Matters Disclosure ScheduleCompany's knowledge, there is at no employment contract between Seller and time during the conception of or reduction to practice of any of its employees that is not terminable on the giving of reasonable notice in accordance with applicable LawIntellectual Property Rights owned by the Company and the Subsidiaries, nor are there was any employment developer, inventor or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) None of Seller’s employees are subject contributor to such Intellectual Property Rights operating under any restrictions, including any non-competition agreement, which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee Matters Disclosure Schedule. Each independent contractor has been properly classified as an independent contractor and Seller has not received any notice grants from any Governmental Authority disputing such classification.
(g) All amounts due and owing or accruedprivate source, but not yet owing, for all employee performing research sponsored by any Governmental Authority private source or independent contractor compensation, including salary, wages, overtime, bonuses, commissions, vacation pay, sick days, other compensation payments, pension benefits subject to any employment agreement 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 invention assignment or unaccrued assessments, penalties, fines, liens, charges, surcharges, nondisclosure agreement 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 been in compliance similar obligation 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 Canada Pension Plan remittances or any other employment-related matter arising under applicable Laws, Person that could adversely affect the Company's and there are no outstanding claims, complaints, investigations or orders under any the Subsidiaries' rights in such LawsIntellectual Property Rights.
Appears in 1 contract
Employment Matters. (ai) Seller is not Corridor disclosed in writing a party tocorrect and complete list, bound byor copies of any relevant agreements (the "Employment Information") in respect of each officer, employee, director, independent contractor, consultant and agent of Corridor who currently provides services to the administration, 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 collective bargaining Employee Obligations that may be payable to such Persons pursuant to Contract or other agreement with a labor organization representing any of 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 employeesApplicable Laws.
(b) 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 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) Except as set forth out in the Employment Information and provided for in Subsection 4.1(n)(i) there are no Employee Matters Disclosure ScheduleObligations, there is and no employment contract between Seller and officer, employee or consultant or former officer, employee or consultant has any agreement as to length of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any or severance payment required to terminate his or her employment or services, other contracts providing for payments than such as results by Applicable Laws from the employment of an officer, employee or other entitlements, contingent consultant of Corridor without an agreement as to notice or otherwise, on or in connection with the Closingseverance.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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.
(giii) All amounts due and owing or accrued, but not yet owing, accrued for all employee or independent contractor compensation, including as salary, wages, overtime, bonuses, commissions, vacation with pay, sick daysand other employee benefits in respect of officers, other compensation payments, pension benefits employees or benefits under consultants of Corridor which are attributable to the Benefit Plans, have been period before Closing will be paid in full or, if accrued, at or prior to the Closing Time and are or shall be accurately reflected in full in the Books books and Recordsrecords of Corridor.
(hiv) There are no 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 unaccrued 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, fines liens, charges, surcharges, or other amounts due or owing pursuant to any workers’ ' compensation Laws. No legislation and Corridor has not been reassessed in any material respect under such legislation and, to the knowledge of Corridor, no audit of Seller Corridor is currently being performed under pursuant to any workers’ applicable worker's compensation Lawslegislation.
(ivi) All orders and inspection reports received by Seller in To the past two (2) years knowledge of Corridor, there are no charges pending under all Applicable Laws relating to occupational health and safety Laws have been made available to Buyer. There are no outstanding orders issued under legislation in respect of Corridor; Corridor has complied in all material respects with the terms and conditions of such occupational health and safety Laws relating to the Purchased Assets.
(j) Except legislation, as set forth in the Employee Matters Disclosure Schedule, to the Knowledge of Seller, it is and has been in compliance well as 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, any orders issued under such occupational health and safety, immigration, workers’ compensation, income tax withholding, payroll taxes, the Canada Pension Plan remittances or any other employment-related matter arising under applicable Laws, and safety legislation; there are no outstanding claims, complaints, investigations or appeals of any orders under any such Lawsoccupational health and safety legislation currently outstanding.
(vii) Corridor is not a party to any actual, or to the knowledge of Corridor, pending or threatened, application, complaint or other Legal Proceeding under any Applicable Laws relating to officers, employees or consultants of Corridor 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.
(viii) To the knowledge of Corridor, none of the officers, employees or consultants of Corridor is in violation of any non-competition, non-solicitation, non-disclosure or any similar agreement with any third party.
Appears in 1 contract
Samples: Investment Agreement
Employment Matters. (a) Schedule 4.09(a) sets forth a true and complete list as of the date of this Agreement of all employees of Seller and 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 Retained Employees (the “Employees”), and each such Employee’s job title or position (including whether full-time or part-time), job classification (whether exempt or non-exempt), 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 nature of such leave of absence). All Employees are employed on an “at-will” basis. None of the Employees are leased employees or temporary employees employed through a third-party entity. As of the 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 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 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, by or negotiating any collective bargaining agreement or other agreement 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 represent any Employee, and no union, works council, labor organization or group of its employeesEmployees is seeking to organize Employees for the purpose of collective bargaining. Since January 1, 2013, there has not been, nor, to Seller’s Knowledge, has there been any threat of, any strike, slowdownThere are no strikes, work stoppagestoppages, lockoutwork slowdowns, lockouts, concerted refusal to work overtime or other similar labor activity disruption or dispute affecting Seller or any of its employees.
(b) 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 location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-timepending, 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 threatened involving the Princeton Facility or any Employees.
(g) Seller and has been its Affiliates have, and have since January 1, 2020 been, in compliance in all material respects with all terms and conditions of employment and all applicable Laws pertaining to employmentemployment and employment practices to the extent they relate to Employees and the operation of the Princeton Facility, including all Laws relating to labor relations, collective bargaining, employee benefits, fair employment standardspractices, labour standardsemployment discrimination (including harassment and/or failure to accommodate), wagesretaliation, hours immigration, wage and hours, wage payment, paid time off benefits, leaves of workabsence, overtimepaid leave or sick time, human child labor, meal and break periods, privacy rights, pay equity, employment equity, pensions, occupational health and safety, immigrationNew Jersey employment Laws, the hiring and retention of employees with the right to work in the United States (including I-9 and/or e-verify compliance and requirements), obligations under the WARN Act, and unemployment, workers’ compensationcompensation 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 Seller 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, income tax withholding2020 any audit or investigation or, payroll taxesto the Knowledge of Seller, the Canada Pension Plan remittances threatened involving Seller or any other 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-related matter arising under applicable Laws, .
(h) Schedule 4.09(h) sets forth the names and there are no outstanding claims, complaints, investigations or orders under any such Lawsjob descriptions of the two (2) Transferred Employees who work remotely from the Princeton Facility.
Appears in 1 contract
Employment Matters. (a) Seller is not a party toPrior to the Closing Date, bound byBuyer, any collective bargaining or other agreement with a labor organization representing any one of its employees. Since January 1Affiliates, 2013shall offer employment to all employees of Seller or Acacia listed on Exhibit H who are actively employed by Seller or Acacia, there has not beenas applicable, noras of the Closing Date, with such employment, to Sellercommence as of immediately after the Closing. All such employees who accept Buyer’s Knowledge, has there been offer of employment and execute an Employment Letter shall herein be referred to as the “Transferred Employees.” Nothing in this Agreement shall limit Buyer’s authority to terminate the employment or service of any threat of, Transferred Employee at any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting Seller or any of its employeestime following Closing.
(b) The Employee Matters Disclosure Schedule sets forth a complete list Buyer shall have no Liability whatsoever arising from or related to any of each employee Seller’s or Acacia’s employees, independent contractors or consultants who are not Transferred Employees and independent contractor shall not assume or otherwise be responsible for any past or future obligation of Seller or Acacia to such Persons.
(c) On and after the Closing Date, Buyer shall provide each Transferred Employee with base salary or hourly wages which indicates for are no less than the base salary or hourly wages provided by Seller or Acacia immediately prior to the Closing. As of the Closing Date, Buyer shall credit each individual: (i) their position or title; (ii) Transferred Employee with the location number 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 days and unused paid time off entitlementaccrued as of the Closing Date by Seller; (xi) an indication 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 benefits offered to employees of any individual who is on leave Buyer of absence together comparable positions and lengths of service. Buyer shall use Commercially Reasonable Efforts to recognize each Transferred Employee’s service with Seller or Acacia, as applicable, as service with the reason 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 calendar year prior to their participation in such plans or programs (unless such credit would result in a duplication of benefits 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 a written employment or independent contractor agreement with Seller.
(c) same period). Seller has provided Buyer with correct and complete copies of shall retain all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as Liabilities under all material handbooks and policies that apply to Seller’s employeesBenefit Plans.
(d) Except Seller shall take all actions necessary to vest Transferred Employees in 100% of their employer contributions as set forth of the Closing Date under the Seller Retirement Savings Plan of Seller (the “Seller 401(k) Plan”). Effective as of the Closing Date, active participation of each Transferred Employee in the Seller 401(k) Plan shall cease. Seller shall take all actions necessary to permit each Transferred Employee Matters Disclosure Scheduleto effect a “direct rollover” (within the meaning of Section 401(a)(31) of the Code) of his or her account balance under the Seller 401(k) Plan, there if such rollover is no employment contract between Seller and any of its employees that is not terminable on the giving of reasonable notice elected in accordance with applicable LawLaw by such Transferred Employee. Buyer agrees to cause its defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the 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 such Transferred Employee.
(e) Seller and Acacia shall be responsible for providing or discharging any and all notifications, nor are there benefits and liabilities to Transferred Employees and Governmental Authorities required by WARN or by any employment other applicable Law relating to plant closings or other contracts providing 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 payments or other entitlements, contingent or otherwise, on or in connection any and all such matters with respect to the Transferred Employees following the Closing.
(ef) None 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 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to current plan year through the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 accruedFollowing the Closing, 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 subject to the Purchased Assets.
(j) Except as limitations and conditions set forth in this Section 11.2(g), each Transferred Employee identified in Exhibit 11.2(g) (each, a “Recipient”) shall be entitled to receive from Buyer the Employee Matters Disclosure Schedulepayments in 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 such Recipient is employed by Buyer or an Affiliate of Buyer as of the date of the payment of each such Transaction Payment. All Transaction Payments shall be subject to applicable withholding Taxes and shall be paid to the Knowledge Recipient net of Sellersuch 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, it is such Recipient shall forfeit his or her right to receive such Transaction Payment and has been in compliance with all terms any subsequent Transaction Payments and conditions of employment such Transaction Payments payable to such Recipient shall be re-allocated and all Laws pertaining paid pro rata 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 Canada Pension Plan remittances or any other employment-related matter arising under applicable Laws, and remaining Recipients. If there are no outstanding claimsRecipients employed by Buyer or an Affiliate of Buyer at the time a Transaction Payment is payable, complaints, investigations 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 orders under remedies against any such LawsPerson.
Appears in 1 contract
Employment Matters. (ai) Seller is 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 a party to, bound by, any collective bargaining to make an offer of employment or other agreement enter into discussions concerning employment with a labor organization representing any of its employeesSeller's employees other than the mutually agreed employees without Seller's prior consent. Since January 1Seller 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 "Hired Employees") as of the later of the Closing Date or the date 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, 2013supplies and the like associated therewith, 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 employeesexcluding base rental.
(b) 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) During the location Transition Period (as hereinafter defined), Datamax shall cause its employees assigned to the Business as of their employment; the Closing Date (iiiother than the Hired Employees) their start date; (ivcollectively, the "Service Personnel") their cumulative length to provide Unimark with the Transition Services. Unimark shall reimburse Datamax for the payroll cost and associated benefits of service with Seller; (v) their status such employees and any direct costs such as full-timetravel expenses, part-time telephone charges, supplies and the like, until the earliest to occur of the date on which such employee becomes a Hired Employee, the termination of the Transition Period 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 date on 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 service of any individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) Except as set forth in the such Employee Matters Disclosure Schedule, there is no employment contract between Seller and any of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closinglonger required to perform Transition Services.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 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 Canada 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 1 contract
Samples: Transition Services Agreement (Datamax International Corp)
Employment Matters. (a) 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 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 responsibilities under the PEO Agreement. Except with respect to amounts which are not past due and 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, TriNet is not in breach of any of its obligations to the PEO Employees.
(b) Section 3.18(b) of the 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 incentive-based compensation; and (vi) a 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 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 formal 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 agreement Contract with a union, works council or labor organization representing any of its employees. Since January 1(collectively, 2013“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 has never been, nor, to Seller’s Knowledge, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity disruption or dispute affecting Seller or any of its employees.
(b) 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 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor employees of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) Except as set forth Seller has been in the Employee Matters Disclosure Schedule, there is no compliance in all material respects with all applicable Laws pertaining to employment contract between Seller and any of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) None of Seller’s employees are subject to any restrictionspractices, including any non-competition agreementall Laws relating to labor relations, which would prevent such employee from entering into an equal employment relationship with Buyer opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) 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 listed in the Employee Matters Disclosure Scheduleproperly treated as independent contractors under all applicable Laws. Each independent contractor has been properly All employees of Seller, whether PEO Employees or otherwise, 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 exempt under the Benefit Plans, have been paid in full or, if accrued, Fair Labor Standards Act and state and local wage and hour laws 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 Buyerproperly classified. There are no outstanding orders issued under Actions against Seller pending, or to the occupational health and safety Laws 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, PEO Employee or other employee, consultant or independent contractor of the Business, including, without limitation, any claim 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 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 equityunfair labor practices, employment equitydiscrimination, pensionsharassment, occupational health retaliation, equal pay, wages and safety, immigration, workers’ compensation, income tax withholding, payroll taxes, the Canada Pension Plan remittances hours or any other employment-employment related matter arising under applicable Laws.
(e) Seller has at all times complied with the WARN Act if applicable to Seller.
(f) In connection with the Closing, Seller shall have terminated the employment of all Non-PEO employees effective as of the Closing Date and there are no outstanding claimsshall have paid all salary, complaintsvacation, investigations unused leave, bonuses, benefits and other compensation payable to or orders under any such Lawsearned by the Non-PEO employees as of the Closing Date. With respect to the PEO Employees, Seller shall have facilitated the assignment of the PEO Agreement to Buyer and have paid all amounts owed to TriNet with respect to the PEO Employees through the date of Closing.
Appears in 1 contract
Employment Matters. (a) Seller Section 4.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Companies as of the date hereof, including any employee who is not on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions and 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 4.20(a) of the Disclosure 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 upcoming payroll cycles; and (iv) any bonuses described on Section 4.20(a) of the Disclosure Schedules that are payable in connection with the consummation of the transactions contemplated by this Agreement.
(b) Except as set forth in Section 4.20(b) of the Disclosure Schedules, the Companies have never been a party to, bound by, or negotiated any collective bargaining agreement or other agreement Contract with a union, works council or labor organization representing any of its employees. Since January 1(collectively, 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 employees.
(b) 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 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 individual who is 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 a written employment or independent contractor agreement with Seller“Union”).
(c) Seller has provided Buyer with correct The Companies are and complete copies of have been in compliance all applicable Laws pertaining to employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) None of Seller’s employees are subject to any restrictionspractices, including any non-competition agreementall Laws relating to labor relations, which would prevent such employee from entering into an equal employment relationship with Buyer opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 accruedbenefits, but not yet owing, for all employee or independent contractor compensation, including salaryimmigration, wages, overtimehours, bonusesovertime compensation, commissionschild labor, vacation payhiring, sick dayspromotion and termination of employees, other compensation paymentsworking conditions, pension benefits or benefits under the Benefit Plansmeal and break periods, have been paid in full orprivacy, 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 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 Canada Pension Plan remittances or any other employment-related matter arising under applicable Laws, leaves of absence and there are no outstanding claims, complaints, investigations or orders under any such Lawsunemployment insurance.
Appears in 1 contract
Samples: Business Combination Agreement
Employment Matters. (a) Part 4.15 of the Disclosure Schedule is a true and complete list of all employees of the Business as of the Effective Date and their respective dates of hire, positions, base salary and commission and/or bonus schedule (if applicable). 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 a party tobeen any unfair labor practice complaints, bound bylabor 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 other agreement 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 a labor organization representing respect to any of 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 employeesemployees at the Business.
(b) The Employee Matters Disclosure Schedule sets forth a complete list Seller is not delinquent in payments to any of each employee 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 complied with applicable laws with respect to the payment of social security and independent contractor of Seller which indicates for each individual: (i) their position or title; (ii) the 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 entitlementunemployment taxes, and accrued and unused vacation entitlement; (x) their annual paid time off entitlementthe withholding of income taxes, and accrued Seller is not liable for or in arrears with respect to any wages, or taxes (including interest and unused paid time off entitlement; (xipenalties thereon) an indication for failure to comply with any of any individual who is 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 a written employment or independent contractor agreement with Sellerforegoing.
(c) Except as set forth on Part 4.15 of the Disclosure Schedule, Seller is not aware of any employee that intends to terminate his or her employment relationship with Seller. Seller has provided Buyer no contract or understanding for the future employment of any person in connection with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employeesthe Business.
(d) Except as set forth in on Part 4.15 of the Employee Matters Disclosure Schedule, there is no employment contract between Seller and any of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 Seller has complied in all material respects with the applicable requirements for its employee medical and has been benefit plans as set forth in compliance with all terms the Internal Revenue Code and conditions the Employee Retirement Income Security Act of employment and all Laws pertaining to employment1974, 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 Canada Pension Plan remittances or any other employment-related matter arising under applicable Lawsas amended, and there 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 no outstanding claims, complaints, investigations 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 orders receiving benefits under any such LawsCOBRA.
Appears in 1 contract
Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)
Employment Matters. (a) Seller is not a party to, bound by, any collective bargaining or other agreement with a labor organization representing any of 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 employees.
(b) 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 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) Except as set forth in Exhibit 9, with respect to the Employee Matters Disclosure ScheduleBusiness, (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 no not in default of any collective bargaining agreement or labor union contract or term or provision of any labor contract and has not violated any laws, regulations, orders or contract terms, affecting the 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 Seller during the Pre-Closing Period.
(b) Subject to the 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 contract between Seller and any of its employees that is not terminable on the giving and relating to obligations to such employees whether imposed by operation of reasonable notice in accordance with applicable Lawlaw, nor are there any Represented Employee Agreements, employment agreements or other contracts providing for payments contracts, employee manuals or other entitlements, contingent 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 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 employment or employee matters set forth on or in connection with the ClosingReference Balance Sheet.
(ec) None Within five (5) Business Days of Seller’s employees are subject to any restrictionsthe execution of this Agreement, including any Seller will provide Buyer with a list of all non-competition agreement, which would prevent Represented Employees who are employed pursuant to a written employment agreement (each such employee from entering into an employment relationship with being referred to as a Contract Employee). By August 31, 2000, Buyer will designated each Contract Employee as either a Retained Employee or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 LawsNon-Retained Employee.
(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 A Retained Employee is a Contract Employee who, subject to the Purchased Assetsemployee's approval, will be retained by Buyer following the Closing Date and whose employment contract will be assigned to Buyer as part of the Contracts and assumed by Buyer as part of the Assumed Liabilities.
(j) Except as set forth in the Employee Matters Disclosure Schedule, to the Knowledge of Seller, it is and has 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 Canada 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 1 contract
Employment Matters. (a) 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 Sellers, including but not limited to any claims by an Employee or former employee arising from his or her employment by a Seller is not or from the termination of his or her employment by a party toSeller. Without limiting the generality of the foregoing sentence, bound bySellers 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 other agreement with a labor organization representing agreement, bonus or vacation policy or agreement; (ii) all liabilities, obligations and claims arising under the Employee Benefit Plans; (iii) all liabilities, obligations and claims arising under any employment policy of 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 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 its employeesSellers’ employees to prevent the application of the WARN Act.
(b) The Sellers and 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 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 that are “group health plans” as defined in which Treasury Regulation § 54.4980B-2 shall be solely responsible for complying with the individual participates; (ix) their annual vacation entitlement, requirements of Part 6 of Subtitle B of Title I of ERISA and accrued and unused vacation entitlement; (x) their annual paid time off entitlement, and accrued and unused paid time off entitlement; (xi) an indication Section 4980B of the Code for any individual who is on leave an “M&A qualified beneficiary” as defined in Q/A-4 of absence together with Treasury Regulation § 54.4980B-9 as a result of 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) Except as set forth in the Employee Matters Disclosure Schedule, there is no employment contract between Seller transactions contemplated by this Agreement and any of its employees that is not terminable on the giving of reasonable notice other Employee, former employee or “qualified beneficiary” as defined in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, Treasury Regulation § 54.4980B-3 who has a “qualifying event” as defined in Treasury Regulation § 54.4980B-4 on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to before the Closing Date.
(c) Sellers shall terminate, as of the Closing, 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) 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 beneficiaries) who does not become a Transferred Employee.
(e) After the Closing 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, in the aggregate, 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 defined 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) All individuals characterized Buyer and treated by Seller Buyer Benefit Plan that is a “group health plan” as independent contractors are listed 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 4980B of the Code for any Transferred Employee Matters Disclosure Schedule. Each independent contractor or “qualified beneficiary” as defined in Treasury Regulation § 54.4980B-3 who has been properly classified a “qualifying event” as an independent contractor and Seller has not received any notice from any Governmental Authority disputing such classificationdefined in Treasury Regulation § 54.4980B-4 after the Closing Date.
(g) All amounts due The provisions of this Section 8.7 are for the sole benefit of the parties to this Agreement and owing nothing herein, express or accruedimplied, but not yet owingis intended or shall be construed to confer upon or give to any person (including, for all employee the avoidance of doubt, any Employee or independent contractor compensation, including salary, wages, overtime, bonuses, commissions, vacation pay, sick daysany dependent or beneficiary of an Employee), other compensation paymentsthan the parties hereto and their respective permitted successors and assigns, pension benefits any legal 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, equitable or other amounts due rights or owing pursuant to remedies under or by reason of any workers’ compensation Lawsprovision of this Agreement. No audit of Seller is currently being performed under any workers’ compensation Laws.
Nothing contained herein, express or implied (i) All orders and inspection reports received by Seller in the past two shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement (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 including, without limitation, any Employee Matters Disclosure Schedule, to the Knowledge of Seller, it is and has 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 Canada Pension Benefit Plan remittances or any other 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-related matter arising under applicable Laws, and there are no outstanding claims, complaints, investigations or orders under any such Laws.
Appears in 1 contract
Samples: Asset Purchase Agreement (Armada Hoffler Properties, Inc.)
Employment Matters. (a) Seller is not a party toBuyer will have no liability whatsoever, bound byby reason of this Agreement, any collective bargaining or other agreement with a labor organization representing any of 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 employees.
(b) 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 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with matters pertaining to the Closing.
(e) None Seller's operation 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately EP Business prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in . Buyer is not assuming any liability with respect to the Employee 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 accruedwork force of Seller, including but not yet owinglimited to Seller's employment agreements, for all employment arrangements, welfare plans, employee pension or independent contractor compensationprofit sharing plans, including salaryor other employee benefit plans as defined in Section 3(3) of ERISA, severance pay, unpaid wages, overtime, bonuses, commissionsbonuses or compensation, vacation pay, sick daysunemployment compensation, other compensation paymentsclaims for back pay and/or reinstatement, pension benefits claims for contributions or benefits under any welfare benefit plan or other plan, claims asserting the Benefit Plansright to participate in any medical insurance program under COBRA or comparable state law, have been paid in full orany funding or withdrawal liability relating to any plan, if accrued, are reflected in full in any and all claims arising out of employment on or prior to the Books and Records.
(h) There are no outstanding or unaccrued assessments, penalties, fines, liens, charges, surchargesClosing Date, or other amounts due or owing pursuant payments with respect to any workers’ compensation Lawspast and/or present employees of Seller. No audit Buyer may hire some of Seller is currently being performed under any workers’ compensation Laws.
(i) All orders Seller's EP Business employees upon new terms and inspection reports received by Seller in the past two (2) years under occupational health and safety Laws have been made available conditions acceptable to Buyer. There are no outstanding orders issued Buyer shall not be considered as a successor in interest to Seller with respect to any employment matters including but not limited to Title VII violations of 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 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 beneficiaries or dependents of any employees or former employees under Part 6 of Subtitle B of Title I of ERISA or Section 162(k) of the occupational health and safety Laws relating to the Purchased Assets.
(j) Except Internal Revenue Code of 1986, as set forth in the Employee Matters Disclosure Scheduleamended, to the Knowledge extent such notices of Sellercontinuation of health benefit coverage are required to be provided by reason of the events occurring prior to the 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, it is expenses, losses, damages, and has been in compliance with all terms and conditions of employment and all Laws pertaining to employmentliabilities incurred or suffered by Buyer, directly or indirectly, including employment standardsreasonable legal fees, 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 Canada Pension Plan remittances or any other employment-related matter arising under applicable Lawscourt costs, and there are no outstanding claimscosts of investigation and expense, complaints, investigations or orders under with respect to any such Lawsnotices or continuation of coverage.
Appears in 1 contract
Employment Matters. (ai) Seller is not The Disclosure Letter contains a party to, bound by, any collective bargaining or other agreement complete and accurate list of Petrominerales Employees with a labor organization representing any of 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 employeestheir annual salary and location.
(b) 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 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) Except as set forth in the Disclosure Letter, as of the date hereof, to the knowledge of Petrominerales, no active Petrominerales Employee Matters Disclosure Schedulehas provided written notice to Petrominerales that he or she intends to resign, there is no retire or terminate his or her employment contract between Seller and any with Petrominerales as a result of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent transactions contemplated by this Agreement or otherwise, on or in connection with the Closing.
(eiii) None As of Seller’s employees are subject the date hereof, except as set forth in the Disclosure Letter, no Petrominerales Entity is party to any restrictions, including Proceeding under any non-competition agreement, which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior applicable Law relating to the Closing Dateany Petrominerales Employees.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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.
(jiv) Except as set forth in the Disclosure Letter, no employment agreement with respect to any Petrominerales Employee Matters Disclosure Schedule, contains any provision in respect to the Knowledge payment of Sellerchange of control, it termination or severance payments (Change of Control Payments) which shall be triggered by the transactions contemplated by this Agreement.
(v) Each Petrominerales Entity is and has been in compliance with all applicable Laws respecting employment, employment practices and standards, 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, pensionswages and hours, occupational health and safety, immigrationhuman rights, labour relations, pay equity and workers’ compensation, income tax withholdingexcept for failures to comply or violations that have not had and would not be reasonably expected to have, payroll taxesindividually or in the aggregate, a Material Adverse Effect.
(vi) Each Petrominerales Entity is not in material arrears in the Canada Pension Plan remittances payment of wages, overtime pay, public holiday pay, salary, commission, bonuses, incentives, vacation pay, expense reimbursement or any other employment-related matter arising under applicable Lawscompensation in any form or of any other amounts owing to current or former Petrominerales Employees. Except as set forth in the Disclosure Letter, and to the knowledge of Petrominerales, there are no outstanding claims, complaints, investigations decisions or orders settlements or pending settlements under any such Lawsapplicable 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.
Appears in 1 contract
Samples: Arrangement Agreement
Employment Matters. (a) 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 individuals who are primarily responsible for maintaining or providing services to 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 all material respects with its responsibilities under the 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 Companies and the Companies do not employ any other employees.
(b) Seller has provided Buyer with a list as of the 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 direct compensation) or current or former independent contractors for any services or amounts required to be reimbursed or otherwise paid.
(c) 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 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 threatened to be brought or filed by or with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to alleged violation of any Applicable Laws respecting employment;
(iv) materially violated any Applicable Law 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 applicable 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 none of the Companies 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 a any labor organization representing any of its employees. Since January 1Employees.
(vi) been involved in negotiations with any labor organization regarding terms for a collective bargaining agreement covering any Employees, 2013or any effects bargaining agreement, there has not beenneutrality or card-check recognition agreement, nor, to Seller’s Knowledge, has there been any threat of, or other labor agreement.
(vii) experienced any strike, slowdown, work slowdown or other work stoppage, lockoutpicketing, concerted refusal to work overtime handbilling, bannering or other similar labor concerted activity or dispute affecting Seller or any of its employees.
(b) 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 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) None of Seller’s employees are subject due to any restrictions, including any non-competition agreement, which would prevent such employee from entering into an employment relationship with Buyer organizing activities or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 labor dispute pending 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 Sellerany of Seller or the Companies, it is threatened against any of the Companies.
(viii) recognized any labor organization as the representative of any Employees, received any demand for recognition from any labor organization, or been party to any petition for recognition or representation rights with any Governmental Entity with respect to any Employees.
(ix) committed any material violation of any Applicable Laws respecting labor of any jurisdiction where Employees provide services, including without limitation any violations of Section 8 of the National Labor Relations Act as 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 Companies has been in compliance with all terms and conditions subject to any remedial order issued by any Governmental Authority (including without limitation the National Labor Relations Board) for violations of employment and all Applicable Laws pertaining to employmentrespecting labor any time since December 1, including employment standards, labour standards, wages, hours 2009.
(x) Non-Foreign Status. Seller is not a “foreign person” within the meaning of work, overtime, human rights, pay equity, employment equity, pensions, occupational health and safety, immigration, workers’ compensation, income tax withholding, payroll taxes, Section 1445 of the Canada 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 LawsCode.
Appears in 1 contract
Samples: Securities Purchase Agreement (Atlas Pipeline Partners Lp)
Employment Matters. (ai) Seller is not a party 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 as set out in Schedule 4.2(t)(ii) of the 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 other agreements with current or former Ample Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, bound bythe Arrangement, any collective bargaining or other agreement with including a labor organization representing any change of 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 control of Ample or any of its employeesSubsidiaries.
(b) 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 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 Ample and other compensation; (viii) the Benefit Plans its Subsidiaries are 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 been in compliance with all terms and conditions of employment and all Applicable Laws pertaining to respecting employment, including employment standards, labour standardspay equity, wages, hours of work, overtime, vacation, human rights, pay equity, employment equity, pensions, rights and work safety and health.
(iv) There are no charges pending under applicable occupational health and safety, immigration, workers’ compensation, income tax withholding, payroll taxes, the Canada Pension Plan remittances or safety legislation. Ample has complied in all material respects with any other employment-related matter arising orders issued under applicable Laws, occupational health and safety legislation and there are no outstanding appeals of any 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 now pending or, to the knowledge of Ample, threatened against Ample and its Subsidiaries by or before any Governmental Entity as of the date of this Agreement and, as of the date of this Agreement, no such Lawsclaims, complaints, investigations or orders could reasonably be expected to have an Ample Material Adverse Effect.
(vi) None of Ample or its Subsidiaries is: (A) a 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 Subsidiaries.
Appears in 1 contract
Samples: Arrangement Agreement (Akerna Corp.)
Employment Matters. (a) Seller is not a party to, bound by, any collective bargaining or other agreement with a labor organization representing any of 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 employees.
(b) 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; The Disclosure Schedules set forth the list of Employees, which indicates: (iiA) the name, title and location of their employment; (iiiB) their start datewhether such Employee is a manager or executive; (ivC) their cumulative length of service with Sellerthe date each Employee was hired; (vD) their status as full-time, part-time or temporarywhich Employees are subject to a written employment agreement; (viE) their annual salary or hourly wage or annual salaryat the date of such list; (viiF) their entitlement amount of any bonuses paid to each Employee since the end of the Subsidiary’s last completed financial year and before the date of such list; (G) list of all bonuses, incentive schemes, benefits, commissions and other compensationcompensation to which each Employee is entitled; (viiiH) vacation days to which each Employee is entitled on the Benefit Plans in which the individual participatesdate of such list; (ixI) their annual vacation entitlement, and accrued and unused vacation entitlementhours or days earned in lieu of overtime or under any other policy of the Subsidiary that permits times to be banked; (xJ) their annual paid time off entitlement, and accrued and unused paid time off entitlement; (xi) an indication of any individual who whether such Employee is on a leave of absence together with for any reason; (K) which Employees have a Contract that provides for severance, termination or similar payments or entitlements, including on a change of control of the reason for the leave, their last date of active service and their expected date of return to workSubsidiary; and (xiiL) an indication of which Employees, if any, are subject to any individual who is party to a written employment prior disciplinary warnings or independent contractor agreement with Selleractions from the Subsidiary.
(cii) Seller has The Disclosure Schedules list: (A) all Contracts with any Employee who is a manager or executive of the Subsidiary or is being provided Buyer with correct 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 employment agreements the Contracts set out in the Disclosure Schedules have been uploaded to the Data Room and independent contractor agreements for each employee clearly identified and independent contractor templates of Seller, as well as the Contracts that describe all material handbooks and policies that apply of the terms of the Contracts relating to Seller’s employeesthe list of Employees set out in the Disclosure Schedules have been made available to the Purchaser.
(div) 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 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 Collective Agreement. No trade union, council of trade unions, employee bargaining agency or Affiliated bargaining agent holds bargaining rights with respect to any of the Employees, including by way of certification, interim certification, voluntary recognition, related employer or successor employer rights, or, to the Company’s Knowledge, has applied or threatened to apply to be certified as the bargaining agent of any of the Employees.
(vi) The Subsidiary has not received a direct or indirect benefit at any time of any subsidy, support or payment of any kind from any Governmental Authority regarding the Employees or Independent Contractors of the Subsidiary as a result of Covid-19.
(vii) The Disclosure Schedules list: (A) all Persons who are currently performing services for the Subsidiary as Independent Contractors under a Contract; and (B) the current rate of compensation and total fees paid during the 12- month period ending on September 30, 2021 of each such Person. Substantially all the Independent Contractors provide services to the Subsidiary under standard form agreements, and a copy of each standard form agreement has been made available to the Purchaser.
(viii) No notice in writing has been received by the Subsidiary of any complaint filed by any of its Employees or former employees against the Company or any current or former director or officer thereof or, to the Company’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.
(ix) There has been no increase in compensation from the base salary payable to the Employees between the Balance Sheet Date and the date of this Agreement.
(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 set forth disclosed in the Employee Matters Disclosure ScheduleSchedules, there is no employment contract between Seller and Independent Contractor was paid more than $50,000 in any of its employees that is not terminable on the giving past three financial years of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) None of Seller’s employees are subject to any restrictionsSubsidiary. Each Independent Contractor, including any non-competition agreement, which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors Independent Contractors who are listed in the Employee Matters Disclosure Schedule. Each independent contractor Schedules, has been properly classified as an independent contractor Independent Contractor and Seller the Subsidiary has not received any notice in writing or any oral 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 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 Canada 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 1 contract
Samples: Arrangement Agreement (Marizyme Inc)
Employment Matters. (a) Seller is Except for those employees disclosed in writing by Purchaser prior to the execution and delivery of this Agreement and set forth on 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 Acquired Business Employees on terms provided by Purchaser and with each such offer being contingent on completion of the 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 party to"Transferred Employee." MPAN, bound byMHG, and Sellers shall not, directly or indirectly, from the date hereof solicit or induce any collective bargaining Acquired Business Employee (other than the Excluded Employees) to not accept or other agreement to terminate employment with a labor organization representing any Purchaser. Sellers shall terminate all Transferred Employees as of its employeesthe Closing Date and shall pay to such Transferred Employees all unpaid compensation, as well as all earned benefits to which they are entitled under Sellers' employment policies and applicable Law. Since January 1As of the Closing Date, 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 Sellers shall have paid all contributions which are due and required by the Benefit Plans and Sellers shall otherwise be compliant in all material respects with the terms of its employeesthe Benefit Plans and with applicable Laws.
(b) 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 location of their employment; (iii) their start date; (iv) their cumulative length of Purchaser shall treat prior service with Seller; (v) their status Sellers as full-time, part-time or temporary; (vi) their hourly wage or annual salary; (vii) their entitlement service with Purchaser for purposes of eligibility 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 individual who is 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 a written employment or independent contractor agreement with Sellerparticipate under all employee benefit plans covering Transferred Employees.
(c) Seller has provided Buyer with correct As soon as is practical after the Closing, MPAN, MHG, and complete copies Sellers shall (i) provide such employees an election to rollover their vested interests to a defined contribution retirement plan of all employment agreements Parent; and independent contractor agreements for each employee and independent contractor (ii) rollover the full amount of Sellerthe vested interests which the employees have elected to rollover, as well soon as all material handbooks possible but not later than 6 months after the Closing Date, to the accounts of such employees under a defined contribution retirement plan of Parent. Parent and policies Purchaser shall have no liability for any discontinuance, termination or other charges that apply may be due to Seller’s 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 case may be, to a retirement plan of Parent.
(d) Except 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 set forth in the Employee Matters Disclosure Schedulehis or her full-time employment duty, there is no employment contract between Seller and any of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or to assist Purchaser in connection with the ClosingAcquired 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 out-of-pocket expenses authorized by Purchaser, and the Transition Support Benefits (as specified in Schedule 7.9(a)) of each such Excluded Employee and Sellers shall be responsible for all other employment-related costs of each such Excluded Employee, including benefits and severance compensation (if any).
(e) None The Parties acknowledge and agree that the provisions of Seller’s this Section 7.9 are designed, in part, to ensure that MPAN, MHG and Sellers are not required to give notice to employees are subject of the "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 hold harmless MPAN, MHG and Sellers from any restrictionsliability which they may incur to Transferred Employees for severance pay or under the WARN Act or any comparable state law, including any non-competition agreement, a violation which would prevent such employee results from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially allegations that Purchaser constructively terminated the same capacity employees of the Acquired Business as a result of the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 been in compliance with all terms and conditions of employment and all Laws pertaining offered by Purchaser; provided, however, that nothing herein shall be construed as imposing any obligations on Purchaser to employmentindemnify, 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. 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 standards, labour standards, wages, hours agreement or condition of work, overtime, human rights, pay equity, employment equity, pensions, occupational health and safety, immigration, workers’ compensation, income tax withholding, payroll taxes, for any employee of the Canada 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 LawsAcquired Business who is a Transferred Employee.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mariner Post Acute Network Inc)
Employment Matters. (a) Seller is not a party to, bound by, any collective bargaining or other agreement with a labor organization representing any of 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 employees.
(b) The Employee Matters Disclosure Schedule sets forth a complete list of each employee and independent contractor of Seller which indicates for each individual: (i) Target has provided the Initial Investor Group with a correct and complete list, or copies of any relevant agreements, (the “Employment Information”) in respect of each Employee, director, independent contractor, consultant and agent of Target who currently provides material services to the administration, operation, maintenance and management of Target pursuant to an agreement which may not be terminated with less Target three months’ notice (or pay in lieu thereof), whether actively at work or not, their position or title; (ii) the location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their salaries, wage rates, commissions and consulting fees, bonus arrangements, benefits, positions, status as full-time, time or part-time or temporary; (vi) their hourly wage or annual salary; (vii) their entitlement to bonusesemployees, incentive schemes, benefits, commissions location of employment 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 length of any individual who is 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 a written employment or independent contractor agreement with Sellerservice.
(cii) Seller Except as provided for in Section 2.4, there are no Employee Obligations, and no Employee or former Employee has provided Buyer with correct and complete copies any agreement as to length of all notice or severance payment required to terminate his or her employment, other than such as results by Applicable Law from the employment agreements and independent contractor agreements for each employee and independent contractor of Seller, an Employee without an agreement as well as all material handbooks and policies that apply to Seller’s employeesnotice or severance.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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.
(giii) All amounts due and owing or accrued, but not yet owing, accrued for all employee or independent contractor compensation, including salary, wages, overtime, bonuses, commissions, finder’s fees, vacation with pay, sick days, and other compensation payments, pension employee benefits in respect of Employees which are attributable to the period before Closing will be paid at or benefits under prior to the Benefit Plans, have been paid in full or, if accrued, Closing Time and are or shall be accurately reflected in full in the Books books and Recordsrecords of Target.
(hiv) There are no 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 unaccrued orders under any such Applicable Laws.
(v) Target has not received notice of any outstanding assessments, penalties, fines, fines liens, charges, surcharges, or other amounts due or owing pursuant to any workers’ compensation Laws. No legislation and Target has not been reassessed in any material respect under such legislation and, to the knowledge of Target, no audit of Seller Target is currently being performed under pursuant to any workers’ applicable worker’s compensation Lawslegislation.
(ivi) All 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 and inspection reports received by Seller in the past two (2) years issued under occupational health and safety Laws have been made available to BuyerOHSA. There are no outstanding appeals of any orders issued under the occupational health and safety Laws relating to the Purchased AssetsOHSA currently outstanding.
(jvii) Except as set forth in the Employee Matters Disclosure ScheduleTarget is not a party to any actual, or to the Knowledge knowledge of SellerTarget pending or threatened application, it complaint or other Legal Proceeding under any Applicable Law relating to Employees or former Employees nor is and has been Target aware of, nor is there, any factual or legal basis on which any such Legal Proceeding might be commenced.
(viii) To the knowledge of Target, none of the Employees is in compliance with all terms and conditions violation of employment and all Laws pertaining to employmentany non-competition, including employment standardsnon-solicitation, 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 Canada Pension Plan remittances non-disclosure or any other employment-related matter arising under applicable Laws, and there are no outstanding claims, complaints, investigations or orders under similar agreement with any such Lawsthird party.
Appears in 1 contract
Employment Matters. (a) The Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of (i) all the Employees, along with the position and the annual rate of compensation of each such person, and (ii) all the Employees who are on leave, short term disability, long term disability or layoff.
(b) Except as set forth in the Disclosure Schedules, neither the Seller is not nor Raydex is, or has been at any time during the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other agreement Contract with a union, works council, or labor organization (collectively, “Union”), and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of its employeesthe Seller or Raydex, and, to the Seller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. Since January 1, 2013Within the past five (5) years, there has not been, nor, to Seller’s Knowledge, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity disruption or dispute affecting Seller the Seller, Raydex or any employees of its employees.
(b) the Business. 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 location of their employment; (iii) their start date; (iv) their cumulative length of service has no duty to bargain 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 individual who is 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 a written employment or independent contractor agreement with SellerUnion.
(c) The Seller has provided Buyer with correct (in respect of the Business) and complete copies of all employment agreements Raydex are and independent contractor agreements for each employee and independent contractor of Seller, as well as have been in compliance in all material handbooks respects with the terms of the collective bargaining agreements, if any, and policies that apply to Seller’s employees.
(d) Except as set forth other contracts listed in the Employee Matters Disclosure Schedule, there is no Schedules and all applicable Laws pertaining to employment contract between Seller and any of its employees that is not terminable on employment practices to the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with extent they relate to the Closing.
(e) None of Seller’s employees are subject to any restrictionsEmployees, including any non-competition agreementall Laws relating to labor relations, which would prevent such employee from entering into an equal employment relationship with Buyer opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) 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 listed in the Employee 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 in 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 Buyermaterial respects. There are no outstanding orders issued under legal actions against the occupational health and safety Laws 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 Governmental Entity or arbitrator in connection with the employment of any current or former applicant, employee, consultant or independent contractor of the Business, including, without limitation, any claim 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 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 equityunfair labor practices, employment equitydiscrimination, pensionsharassment, occupational health retaliation, equal pay, wages and safety, immigration, workers’ compensation, income tax withholding, payroll taxes, the Canada Pension Plan remittances hours or any other employment-employment related matter arising under applicable Laws, .
(d) Section 2.15 of the Disclosure Schedule sets forth the name of each Business Employee on leave or disability and there are no outstanding claims, complaints, investigations a description of the type of leave or orders under any disability applicable to each such Lawsperson.
Appears in 1 contract
Employment Matters. (a) Seller is not Schedule 4.33 sets forth a party tocomplete and accurate list of all Employees, bound bytogether with their titles, any collective bargaining service dates and terms of employment, including current wages, salaries or hourly rate of pay, benefits, vacation entitlement, commissions and bonus (whether monetary or otherwise) or other agreement with a labor organization representing any material compensation paid since the beginning of its employees. Since January 1, 2013, there has not been, nor, the most recently completed fiscal year or payable to Seller’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal 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 work overtime or other similar labor activity or dispute affecting Seller or any the date of its employeesthis Agreement.
(b) 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 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct Current and complete copies of all employment agreements and independent contractor agreements Employment Contracts or, where oral, written summaries of the terms thereof, have been delivered or made available to the Purchaser. Except for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) Except as set forth those Employment Contracts listed in the Employee Matters Disclosure ScheduleSchedule 4.33, there is are no employment contract between Seller and any of its employees that is Employment Contracts which are not terminable on the giving of reasonable the minimum period of notice in accordance with applicable Law, nor are there any employment or other contracts Employment Contracts providing for payments cash, other compensation, benefits or other entitlementscontingent rights on Closing or granting any rights in respect of the ownership of the Business or any of the Purchased Assets, contingent the manner of operation of the Business or otherwiseany sharing of income or the payment of commission or royalties relating to the Business. To the knowledge of the Vendor, on no person employed in the Business has any plans to terminate his or in connection with the Closingher employment.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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.
(hc) There are no outstanding or unaccrued assessmentsClaims, penaltiespending Claims nor, finesto the knowledge of the Vendor, liens, charges, surcharges, or other amounts due or owing threatened Claims 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 been in compliance with all terms and conditions of employment and all Laws pertaining to employmentEmployees or former employees, including employment standards, labour standards, wages, hours of work, overtime, human rights, pay equitydiscrimination (whether on account of gender, employment equitydisability, pensionsfamily status or otherwise), labour relations, occupational health and safety, immigrationseverance payment, long service payment, terminal payment, personal injury, workers’ compensationor employees’ compensation or pay equity. Except as disclosed in Schedule 4.33, income tax withholdingto the knowledge of the Vendor, payroll taxes, the Canada Pension Plan remittances or any other employment-related matter arising under applicable Laws, and there are no outstanding claims, complaints, investigations or orders 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 Vendor to do or refrain from doing any act.
(d) No Employment Contract or term of employment of any Employee provides that a change of control of the Business shall entitle such Employee to treat his or her employment as terminated resulting in a right to payment of any severance, long service or termination payment.
(e) All current assessments, orders for payment or agreed settlement sums in respect of personal injury to Employees under workers’ or employees’ compensation legislation in relation to the Business and all of the contractors and subcontractors of the Vendor have been paid or accrued by the Vendor. The Business has not been and is not subject to any additional or penalty assessment under workers’ or employees’ compensation legislation which has not been paid and has not been given notice of any audit.
(f) The Vendor has made available to the Purchaser for review all inspection reports, workplace audits or written equivalent, made under any occupational health and safety legislation which relate to the Business. There are no outstanding inspection Orders or written equivalent made under any occupational health and safety legislation which relates to the Business.
(g) The Vendor does not have any obligation under the Worker Adjustment and Retraining Notification Act (California) or any similar federal, foreign, state or local law, regulation or ordinance.
Appears in 1 contract
Employment Matters. (a) The Company and the Subsidiary are and have been in material compliance with all notice and other requirements under the WARN Act. The Seller is Parties shall not, and shall cause the Company and the Subsidiary not a party to, bound byat any time ninety (90) days before the Closing Date, any collective bargaining or without complying fully with the notice requirements and other agreement with a labor organization representing any requirements of its employees. Since January 1the WARN Act, 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 employees.
(b) The Employee Matters Disclosure Schedule sets forth a complete list of each employee and independent contractor of Seller which indicates for each individual: effectuate (i) their position a "plant closing" as defined in the WARN Act affecting any site of employment or titleone or more facilities or operating units within any site of employment of the Company or the Subsidiary; or (ii) a "mass layoff" as defined in the location WARN Act affecting any site of their employment; employment of the Company or the Subsidiary. In addition, the Seller Parties hereby agree to jointly and severally indemnify Purchaser and to defend and hold Purchaser harmless from and against any and all claims, losses, damages, expenses, obligations and liabilities (iii) their start date; (iv) their cumulative length including costs of service with Seller; (v) their status as full-timecollection, part-time or temporary; (vi) their hourly wage or annual salary; (vii) their entitlement to bonuses, incentive schemes, benefits, commissions attorney's fees and other compensation; (viiicosts of defense) 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or Purchaser may incur in connection with any suit or claim of violation brought against Purchaser under the Closing.
(e) None of Seller’s employees are subject WARN Act, which relates to actions taken by the Company or the Subsidiary with regard to any restrictions, including site of employment or one or more facilities or operating units within any non-competition agreement, which would prevent such employee from entering into an site of employment relationship with Buyer of the Company or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately Subsidiary prior to the Closing Date.
(fb) All individuals characterized On or before the Closing Date, the Seller Parties shall cause the Company to provide a list to Purchaser of the name and treated site of employment of any and all of the employees of the Company and the Subsidiary who have experienced, or will experience, an "employment loss" under the WARN Act within the ninety (90) days prior to the Closing Date. Purchaser agrees that, following the Closing, it will cause the Company and the Subsidiary to maintain the employment of a sufficient number of the Company's and the Subsidiary's employees so as to preclude any requirement for the giving by Seller as independent contractors are listed in the Employee Matters Disclosure Schedule. Each independent contractor has been properly classified as an independent contractor and Seller has not received Company or the Subsidiary or any of its Affiliates before the Closing of any layoff, closing or other termination notice from any Governmental Authority disputing such classificationpursuant to the provisions of the WARN Act.
(gc) All amounts due and owing or accruedEffective not later than immediately before the Closing, 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.
Parties shall (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 cause to Buyer. There are no outstanding orders issued under the occupational health and safety Laws relating be transferred to the Purchased Assets.
Company or the Subsidiary any assets held (jother than assets held by the Company, the Subsidiary, or any of their subsidiaries) Except on or after the date hereof in any account where such assets are earmarked or reserved for the payment of benefits under a Benefit Plan and (ii) cause the Company or the Subsidiary to be treated as set forth in the Employee Matters Disclosure Schedule, to sole settlor of any trust whose assets are earmarked or reserved for the Knowledge payment of Seller, it is and has been in compliance benefits under a Benefit Plan 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 Canada Pension Plan remittances or rights presently held by any other employment-related matter arising under applicable Laws, and there are no outstanding claims, complaints, investigations or orders under any such Lawssettlor thereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (Usec Inc)
Employment Matters. (a) Seller Except as described in Schedule 4.16(a), ADI is not a party to any consulting agreement, employment agreement or agreement to lend to, bound byor 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 action which will result in any liability in respect of any failure to comply with the Fair 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 or other agreement with a labor organization representing any of governing its employees. Since January 1, 2013, there has not been, nor, There is no pending or threatened election for union representation of ADI's employees. The Selling Shareholders have heretofore delivered to Seller’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal Aquagenix complete and correct copies of all Employment and Consulting Agreements to work overtime which ADI is a party or other similar labor activity or dispute affecting Seller or any of its employees.
by which it is bound as currently in effect. (b) The Employee Matters Disclosure Schedule sets forth a complete list To the best knowledge of each employee and the Selling Shareholders with no independent contractor of Seller which indicates for each individual: (i) their position or title; (ii) the location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-timedue diligence having occurred, 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 ADI has complied 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 individual who is on leave of absence together all material respects with the reason 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 leave"Plans") which ADI maintains, their last date 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 active service Closing, ADI shall terminate its Pension Plan listed on Schedule 4.16(b) and their expected date at its option may roll-over such accounts to IRAs or other appropriate entities, the cost of return to work; 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 (xii) an indication of any individual who $5,000.00), whichever is party to a written employment or independent contractor agreement with Sellerless.
(c) Seller has provided Buyer with correct Schedule 4.16(c) sets forth the names, address and complete copies functions/positions of all employment agreements employees and independent contractor agreements for each employee and independent contractor consultants of Seller, as well as all material handbooks and policies that apply to Seller’s employeesADI.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 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 Canada 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 1 contract
Samples: Merger Agreement (Aquagenix Inc/De)
Employment Matters. (a) Seller Section 5.6 of the 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 engagement between the TADB Employees and 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 not bound with respect to the TADB Employees. Except as set forth in Section 5.6 of the Disclosure Schedule, with respect to the TADB Employees, (i) there are no Contracts that will, as a party toresult of the transactions contemplated hereby, bound by, either require any collective bargaining or other agreement with a labor organization representing any of 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 payment by Timken Alloy or any Consent from any stockholder, officer, director, employee, consultant or independent contractor of its employeesTimken Alloy, or result in any change in the nature 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) 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 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) Except as set forth in Section 5.6 of the Employee Matters Disclosure Schedule, there is no employment contract between Seller and any of its employees that with respect to the TADB Employees, (i) Timken Alloy is not terminable on the giving of reasonable notice delinquent in accordance with applicable Law, nor are there any employment or other contracts providing payments for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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, bonusessalaries, commissions, vacation bonuses or other compensation for any services performed by them through the date of this Agreement or amounts required to 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, sick daysunlawful 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 compensation paymentsindividual or organization has taken any action with respect to any TADB Employee concerning union membership, pension benefits security of employment, recognition or benefits 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 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, surchargesany collective bargaining agreement, or other amounts due by or owing pursuant to on behalf of any workers’ compensation Laws. No audit of Seller TADB Employee 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 Schedulepending and, to the Knowledge of Sellerthe Company or Timken, it is and 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 compliance 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 terms applicable Laws, all collective agreements, workforce agreements or other arrangements, whether oral or in writing, or existing by custom and conditions of employment practice between Timken Alloy 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 Canada Pension Plan remittances any trade union or any other employment-related matter arising under applicable Lawsemployees’ representative, and there all requirements in respect of the payment of Taxes.
(c) There are no outstanding claims, complaints, investigations or orders under any such Lawsemployees of Timken Alloy other than the Transferring Employees who will become employees of the Buyer on the Deferred Closing Date by virtue of the Transfer Regulations.
Appears in 1 contract
Samples: Stock Purchase Agreement (Timken Co)
Employment Matters. (a) Buyer and Seller is not a party toagree 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 Buyer at the Closing, bound by, any collective bargaining or other agreement with a labor organization representing any of 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 employees.
(b) The Employee Matters Disclosure Schedule sets forth a complete list of each employee and independent contractor of Seller which indicates for each individualit being understood that: (i) their position or titleSeller 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) the 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 Buyer shall be responsible for any individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) Except as severance benefit obligations set forth in the Employee Matters Disclosure Schedule, there is no employment contract between Seller and any of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) None of Seller’s employees are subject therein to any restrictions, including any non-competition agreement, which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on persons whose employment with Seller immediately prior to is terminated on or after the Closing Date.
(fb) All individuals characterized and treated Buyer agrees that, on the Closing Date, it shall offer employment on an at-will basis to 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 will be subject to the prospective employee agreeing to release Buyer and its Affiliates from any liability for the pre-closing activities of Seller and its Affiliates). Buyer further agrees to offer employment on 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, on a seniority basis, as independent contractors 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 prospective employee agreeing to release Buyer and its Affiliates from any 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 case may be, for similarly-situated employees 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 listed employed by Buyer or Richfood, Inc. pursuant to this subsection shall be granted past service credit for eligibility, vesting (except in the Employee Matters Disclosure Schedule. Each independent contractor has been properly classified as case of any Buyer defined benefit pension plan in which an independent contractor employee may become eligible to participate) and Seller has not received any notice from any Governmental Authority disputing such classification.
(g) All amounts due and owing or accruedservice qualifications for benefits, but not yet owingfor 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 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 former employees of Seller is currently being performed under any workers’ compensation Lawsafter the Closing Date.
(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 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 Canada 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 1 contract
Employment Matters. (a) Seller 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 collection and payment of withholding or Social Security taxes and similar taxes. Neither Purchased Company is not a party to, bound by, to any labor or collective bargaining agreement respecting its employees. No labor organization or other agreement group of employees has made a pending demand for recognition, there are no representation proceedings pending with a labor organization representing any relations tribunal and there is no threatened organizing activity respecting the employees of its employeesthe Purchased Companies. Since January 1, 2013, there has not been, nor, to Seller’s Knowledge, has there been any threat of, any strike, slowdownThere are no strikes, work stoppagestoppages, lockoutslow-downs, concerted refusal to work overtime lockouts or other similar labor activity disputes respecting the employees of the Purchased Companies. There are no complaints, charges, claims or dispute affecting Seller grievances, pending or threatened, arising out of the employment relationships respecting the employees or any former employees of its employees.
(b) The Employee Matters Disclosure Schedule sets forth the Purchased Companies. Sellers have heretofore provided to Buyer a complete and accurate list of the following information for each employee and independent contractor of Seller which indicates for the Purchased Companies (including each individual: (i) their position or title; (ii) the 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 individual who is such employee on leave of absence together with the reason for the leave, their last date of active service and their expected date of return to workor layoff status): name; job title; current compensation; accrued vacation; and (xii) an indication of any individual who is party to a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements service credited for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) benefit purposes. Except as set forth in the Employee Matters Disclosure ScheduleIncentive Payment Agreements, there is no employment contract between Seller and any of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment bonuses or other contracts providing for payments or other entitlements, contingent or otherwise, on or amounts shall be payable to employees of the Purchased Companies in connection with the Closing.
; and as of the Closing, the Purchased Companies shall have terminated all of their employees and officers, paid all salaries and bonuses (eincluding incentive payments and stock bonuses) None and obtained waivers of Seller’s 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 are subject to any restrictionsas of the date hereof or the Closing, including any non-competition agreementbut “leases” all employees from Creative Staffing, which would prevent Inc.; and all such employee from entering into an employment relationship with Buyer leases of employees shall be terminated at or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing DateClosing.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 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 Canada 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 1 contract
Employment Matters. (a) Seller is not Schedule 4.20(A) sets forth a party to, bound by, any collective bargaining or other agreement with a labor organization representing any of its employees. Since January 1, 2013, there has not been, nor, to Seller’s Knowledge, has there been any threat complete list of, any strikeNon-Union Employees to whom the Purchaser shall make an offer of employment, slowdowntogether with their titles, work stoppageseniority, lockoutsalaries or hourly rate of pay, concerted refusal to work overtime 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 other similar labor activity hourly rate of pay, date of hiring, last raise date, benefits, vacation entitlement and commission entitlements and bonus entitlements. As of the date of this Agreement, none of such Non-Union Employees are on long term disability leave, parental leave or dispute affecting Seller or any of its employeessabbatical leave, except as set forth on Schedule 4.20(B) (the “Employee on Leave”).
(b) The Employee Matters Disclosure Except for those Employment Contracts listed in 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 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) Except as set forth in the Employee Matters Disclosure Schedule4.20(C), there is are no employment contract between Seller and written Employment Contracts with any of its employees that is Non-Union Employees which are not terminable on the giving of reasonable notice in accordance with applicable LawLaws. Current and complete copies of all Employment Contracts with any Non-Union Employees (including a summary of any unwritten terms or amendments) have been made available to the Purchaser.
(c) Except as disclosed in Schedule 4.20(D), there are no grievances, claims, work orders, investigations or charges outstanding, or to the knowledge of the Vendor, anticipated, nor are there any employment orders, decisions, directions or other contracts providing for payments convictions currently registered or other entitlements, contingent or otherwise, on outstanding by any tribunal agency against or in connection respect of the Vendor relating to the Employees under or in respect of any Employment Legislation. The Vendor is, with respect to the ClosingEmployees, in compliance in all material respects with all Laws respecting employment, employment practices and standards, terms and conditions of employment, equal employment opportunity, non-discrimination, wages, hours benefits, workers compensation, occupational safety and health and plant closing.
(d) All accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, Canada Pension Plan premiums, wages, salaries, bonuses and commissions 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, all bonuses in respect of the 2011 fiscal year shall have been paid to the Employees or will be included in Current Liabilities for purposes of the Working Capital calculation.
(e) None The Vendor has furnished to the Purchaser true, correct, up-to-date, and complete copies of Seller’s employees are subject to any restrictionsall Benefit Plans (or, where oral, written summaries of the material terms thereof) as amended as of the date hereof, including any non-competition agreementthe most recent personnel manuals, which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially booklets, brochures, summaries, descriptions and manuals prepared for, and circulated to, the same capacity as Employees and each of their dependants and beneficiaries concerning the employee carried on employment with Seller immediately prior to the Closing DateBenefit Plan.
(f) All individuals characterized and treated by Seller The only Benefit Plans applicable to the Businesses, the Employees are the Benefit Plans as independent contractors are listed in the Employee 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 classificationset forth on Schedule 4.20(E).
(g) All amounts due The only pension 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 retirement savings plans applicable to the Purchased Assets.
(j) Except Businesses and the Employees are the pension and retirement savings plans as set forth in on Schedule 4.20(F) (the Employee Matters Disclosure Schedule, “Pension Plans”). The Vendor has made all payments and material filings required to be made by it under Laws pursuant to the Knowledge of Seller, it is and has 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 Canada 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 LawsPlans.
Appears in 1 contract
Samples: Asset Purchase Agreement (Postmedia Network Canada Corp.)
Employment Matters. Schedule 3.14 lists all the employees of Seller engaged in the Business as of the date of this Agreement and the age, position, status, length of service, compensation and benefits of each of them, respectively. Except as set out in Schedule 3.14, Seller is not a party to or bound by any contracts or requirements of applicable law in respect of any employee engaged in the Business, including:
(a) any contracts or arrangements for the employment or statutory re-employment of any employee engaged in the Business; or
(b) any bonus, deferred compensation, profit sharing, retirement, hospitalization insurance, or other plans or arrangements providing employee benefits, except for the plans providing employee benefits described in Schedule 3.20. Seller does not participate in or offer to its employees any form of pension plan. There are no disputes of a material nature pending between Seller and any of the employees engaged in the Business. In connection with the Business, Seller has complied in all material respects with all employment laws including any provisions thereof relating to wages, hours and the payment of applicable employment-related taxes, and is not liable for any material arrears of wages or any employment-related taxes or penalties for failure to comply with any of the foregoing. Except as set out in Schedule 3.14:
(a) Seller is not a party to, bound by, to any collective bargaining agreement, contract or other agreement with a labor legally binding commitment to any trade union or employee organization representing any or group in respect of 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 employees of its employees.the Business;
(b) 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 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 is not currently engaged 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 individual who is 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 a written employment or independent contractor agreement with Seller.labor negotiation;
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Selleris not a party to any application, as well as all material handbooks and policies that apply to Seller’s employees.complaint or other proceeding under any statute;
(d) Except as set forth in the Employee Matters Disclosure Schedule, there is no employment contract between Seller and any of its employees that Business is not terminable on the giving engaged in any unfair labor practice and Seller is not aware of reasonable notice in accordance with applicable Law, nor are there any employment pending or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.threatened complaint regarding any alleged unfair labor practices;
(e) None of Seller’s employees are subject to any restrictionsthere is no strike, including any non-competition agreementlabor dispute, which would prevent such employee from entering into an employment relationship with Buyer work slow down or carrying on employment with Buyer in substantially stoppage pending or threatened against the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.Business;
(f) All individuals characterized and treated by Seller as independent contractors are listed in there is no grievance or arbitration proceeding arising out of or under any collective bargaining agreement which is pending or threatened against the Employee 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.Business;
(g) All amounts due and owing or accrued, but the Business has 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 experienced any material work stoppage in the Books and Records.last two years;
(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 not the subject of any workers’ compensation Laws.union organization effort;
(i) All Seller is not the subject of any current 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 or charges against it under the occupational health Occupational Health and safety Laws relating to the Purchased Assets.Safety Act (Ontario); and
(j) Except as set forth all levies, assessments of any kind and penalties under the Workplace Safety and Insurance Xxx 0000 (Ontario) have been paid and no assessment has taken place in the Employee Matters Disclosure Schedule, to the Knowledge of Seller, it is and has 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 Canada 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 Lawslast two years.
Appears in 1 contract
Employment Matters. (a) Seller Except as disclosed in Section 2.09(a) of the CUB Disclosure Schedule, each of CUB, the Subsidiaries and the Trusts, is not a party toto or bound by any contract, bound byarrangement or understanding (written or otherwise) for the employment, retention or engagement of any collective bargaining past or other agreement with a labor organization representing present officer or employee 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 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 amount by reason of its employeessuch termination.
(b) The Employee Matters Disclosure Schedule sets forth a complete list 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 each employee employment and independent contractor of Seller which indicates for each individual: wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and (i) their position CUB, the Subsidiaries and the Trusts are not engaged in any unfair labor practice or titleother 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 location Subsidiaries or the Trusts pending or, to the knowledge of their CUB, threatened before any state or federal court, the National Labor Relations 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) their start datethere 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) their cumulative length of service with Seller; neither CUB nor the Subsidiaries or the Trusts has experienced any material work stoppage or other material labor difficulty during the past five (v5) 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 individual who is 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 a written employment or independent contractor agreement with Selleryears.
(c) Seller has provided Buyer Except as 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 transactions contemplated hereby, 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 Subsidiaries or the Trusts from any of such entities, (ii) increase any benefit otherwise payable under any of their respective employee plans or (iii) result in the acceleration of the time of payment of any such benefit. No amounts paid or payable by CUB, the Subsidiaries or the Trusts to or with correct and complete copies respect to any employee or former employee of all employment agreements and independent contractor agreements CUB, the Subsidiaries or the Trusts will fail to be deductible for each employee and independent contractor federal income tax purposes by reason of SellerSections 162(m), as well as all material handbooks and policies that apply to Seller’s employees280G or 404 of the Code or otherwise.
(d) Except as set forth in Section 2.09(d) of the Employee Matters CUB Disclosure Schedule, there is no employment all accrued obligations and liabilities of CUB, the Subsidiaries and the Trusts, whether arising by operation of law, by contract between Seller 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 of its 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 that is not terminable on and agents have been and are being paid to the giving of reasonable notice 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 applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized generally accepted accounting and treated by Seller as independent contractors are listed in the Employee Matters Disclosure Scheduleactuarial principles. 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 Section 2.09(d) of the Employee Matters CUB Disclosure Schedule, to all obligations and liabilities of CUB, the Knowledge Subsidiaries and the Trusts, whether arising by operation of Sellerlaw, it is and has been in compliance with by contract, or by past custom, for all terms and conditions forms 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 withholdingincluding, payroll taxeswithout 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 books, statements and records of CUB, the Canada Pension Plan remittances or any other employment-related matter arising under applicable Laws, Subsidiaries and there are no outstanding claims, complaints, investigations or orders under any such Lawsthe Trusts.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (German American Bancorp, Inc.)
Employment Matters. (a) Seller is not a party toAll written Benefit Plans (or, bound bywhere 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 collective bargaining or other agreement with a labor organization representing 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 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 the participants or any of its employeesother Person.
(b) The Employee Matters Company Disclosure Schedule sets forth a complete list of Letter identifies each employee and independent contractor of Seller which indicates for each individual: (i) their position or title; (ii) the 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 individual who is on leave of absence together with the reason Plan that provides for the leavedeferral of compensation or any acceleration or enhancement of rights, their last date compensation or benefits due to the consummation of active service and their expected date of return to work; and (xii) an indication of any individual who is party to a written employment or independent contractor agreement with Sellerthe transactions contemplated hereby.
(c) Seller has provided Buyer with correct The Data Room Information contains an accurate and complete copies list of all employment agreements Employees along with the position, date of hire or engagement, compensation and independent contractor agreements benefits (other than pursuant to Benefits Plans), accrued but unused vacation leave and service credited for each employee purposes of vesting and independent contractor of Seller, as well as all material handbooks and policies that apply eligibility to Seller’s employeesparticipate under any Benefit Plan with respect to such Employee.
(d) Except as set forth out in the Employee Matters Company Disclosure ScheduleLetter, there is are no employment contract between Seller and any of its employees that is contracts or arrangements which are not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment management, employment, consulting, retention or other contracts like agreements providing for cash payments or other entitlements, contingent compensation or otherwise, on or in connection with benefits upon the Closingconsummation of the transactions contemplated by this Agreement.
(e) None To the knowledge of Seller’s employees are subject the Company, no Senior Executive employed by the Company or any of its Subsidiaries has communicated an intention to any restrictions, including any non-competition agreement, which would prevent such employee from entering into an employment relationship with Buyer terminate his or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Dateher employment.
(f) All individuals characterized and treated by Seller Except as independent contractors are listed set out in the Employee Matters Company Disclosure ScheduleLetter, 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. Each independent contractor has been properly classified Except as an independent contractor and Seller has 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 received covered under a collective bargaining agreement. Neither the Company nor any notice from of its Subsidiaries is in material violation of any Governmental Authority disputing such classificationprovision 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) All amounts due and owing Since August 31, 2003, neither the Company nor its Subsidiaries have experienced any labour strike, picketing, slowdown, lockout, employee grievance process or accruedother work stoppage or labour dispute, but not yet owingnor to the knowledge of the Company is any such action pending or threatened. To the knowledge of the Company, for all employee no event has occurred or independent contractor compensationcircumstance exists that may give rise to any such action, including salary, wages, overtime, bonuses, commissions, vacation pay, sick days, other compensation payments, pension benefits nor does the Company or benefits under the Benefit Plans, have been paid in full or, if accrued, are reflected in full in the Books and Recordsits Subsidiaries contemplate a lockout of any Employees.
(h) There are no outstanding 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 unaccrued assessmentsany other claim or complaint, penaltiesactual or, finesto the knowledge of the Company, liens, charges, surchargesthreatened, or other amounts due any litigation, actual, or owing pursuant to any workers’ compensation Laws. No audit the knowledge of Seller is currently being performed under any workers’ compensation Lawsthe Company, threatened, relating to employment or termination of employment of Employees.
(i) All orders The Company and inspection reports received by Seller its Subsidiaries are operating in the past two (2) years under 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 Laws have been made available to Buyer. There safety, workers’ compensation, immigration, human rights, labour relations and privacy and there are no outstanding orders issued under the occupational health and safety Laws relating current, pending, or to the Purchased Assetsknowledge of the Company, threatened proceedings before any board, court or Governmental Authority with respect to any of the areas listed herein.
(j) Except as set forth disclosed in the Employee Matters Company Disclosure ScheduleLetter, 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 routine claims for benefits submitted by participants or beneficiaries, no claim against, or proceeding involving, any Benefit Plan or any fiduciary thereof is pending or, to the Knowledge knowledge of Sellerthe Company, it is and has been threatened, which could reasonably be expected to result in compliance with all terms and conditions any liability, direct or indirect (by indemnification or otherwise) 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 Canada Pension Plan remittances Company or any other employment-related matter arising of its 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 applicable Lawsthe statutory Benefit Plans which the Company or any of its Subsidiaries are required to participate in or comply with and under the Benefit Plans have been satisfied in all material respects, and there are no outstanding claimsdefaults 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, complaintsnor 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, investigations all returns, filings, reports and disclosures relating to the statutory Benefit Plan which the Company or orders 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 Benefit 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 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 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.
(p) There are no entities other than the Company or its Subsidiaries participating in any Benefit Plan.
(q) The Company and its Subsidiaries are not required, pursuant to a collective agreement, to contribute to a benefit plan which is not maintained or administered by the Company, any of its Subsidiaries or any of their Affiliates.
(r) To the knowledge of the Company, no event has occurred respecting any registered Benefit Plan which would result in the revocation of the registration of such LawsBenefit Plan (where applicable) or entitle any Person (without the consent of the Company) to terminate any Benefit Plan, in whole or in part, or which could otherwise reasonably be expected to adversely affect the tax status of any such Benefit Plan.
Appears in 1 contract
Employment Matters. (a) Seller is Macerich and Stonewood agree that Macerich has not a party to, bound byassumed and shall not assume any obligations to (or regarding the employment of), any collective bargaining persons previously or other agreement with a labor organization representing any currently employed by Stonewood or Stonewood's Manager. As of the Closing Date, Stonewood shall terminate and shall cause Stonewood's Manager to terminate the employment of all of 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 employeesand Stonewood's Manager's employees employed at the Property in accordance with all applicable laws.
(b) The Employee Matters Disclosure Schedule sets forth a complete list Macerich shall not assume, shall not take subject to and shall not be liable for, any liabilities or obligations of each employee and independent contractor any kind or nature, whether absolute, contingent, accrued, known 33 or unknown, to former or current employees of Seller which indicates for each individualany of Stonewood, Stonewood's Manager: (i) their position which arise or title; accrue prior to the Closing including, without limitation, any liabilities or obligations of any of Stonewood or Stonewood's Manager in connection with any 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 retiree health benefits, and (ii) with respect to severance payments or other termination payments to the location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-time, part-time extent such employees are either not hired by Macerich at Closing or temporary; (vi) their hourly wage or annual salary; (vii) their entitlement to bonuses, incentive schemes, benefits, commissions and other compensation; (viii) not hired by Macerich on a permanent basis after 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 expiration of any individual who is on leave of absence together with the reason for the leaveprobationary period (which probationary period shall not exceed ninety (90) days) (collectively, their last date of active service "Employee Claims"). Stonewood covenants and their expected date of return to work; and (xii) an indication agrees that no portion of any individual who is party liability respecting the Employee Claims listed in clause (ii) immediately above shall be passed through or charged to a written employment the Tenants either by Stonewood or independent contractor agreement with SellerStonewood's Manager.
(c) Seller has provided Buyer 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 correct respect to whom Macerich elects to offer employment, and complete shall provide Macerich with copies of all employment agreements contracts. Stonewood shall not take any action, directly or indirectly, to prevent or discourage any such employee from being employed by Macerich as of the Closing Date and independent contractor agreements for each shall not solicit, invite, induce or entice any such employee and independent contractor to remain in the employee of SellerStonewood and/or Stonewood's Manager or otherwise attempt to retain the services of any such employee, as well as except with the prior written consent of Macerich. Stonewood agrees to consult with Macerich on all material handbooks and policies that apply to Seller’s oral or written communications or meetings primarily regarding future employment with such employees.
(d) Except as set forth in Notwithstanding anything to the Employee Matters Disclosure Schedulecontrary contained herein, there is no employment contract between Seller the Benefit Amount will be credited against the Purchase Price payable by Macerich at Closing. Macerich shall, from and any of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with after the Closing.
, be obligated to pay out such Benefit Amount (e) None of Seller’s employees are subject or to any restrictionsgrant sick time or vacation time, including any non-competition agreementas applicable), which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior all to the Closing Date.
(f) All individuals characterized extent scheduled on Exhibit S-5. Stonewood shall remain responsible for, and treated by Seller as independent contractors are listed in pay out the Employee Matters Disclosure Schedule. Each independent contractor has been properly classified as an independent contractor monetary value when due of, any accrued sick time and Seller has not received any notice from any Governmental Authority disputing such classification.
(g) All amounts due vacation time for Stonewood's 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 Stonewood Manager's employees which Stonewood fails to disclose pursuant to any workers’ compensation LawsSection 8(a)(xx) hereof. 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 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 Canada 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.34
Appears in 1 contract
Employment Matters. (a) Section 3.9(a) of the Seller is not 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 party totermination of employment or otherwise (including all remuneration payable, bound byvacation pay balances, recuperation pay, balances, illness pay balances, fringe benefits, balances in provident or pension funds, car, telephone, managers insurance, any collective bargaining or other agreement with a labor organization representing any profit sharing commission, statutory and non-statutory severance pay, prior notice and compensation and damages rights regarding employment termination), if applicable, of its employees. Since January 1all officers, 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 directors and employees of Seller or any Seller Subsidiary employed in the Business (including any such employee who is on leave of its employeesabsence (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 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 any Seller Subsidiary employed in the Business.
(b) The Employee Matters Other than the Seller Plans and as set forth in Section 3.9(a) of the Seller Disclosure Schedule sets 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 hand.
(c) Except as set forth in Section 3.9(c) of the Seller Disclosure Schedule, no Action in respect of any Employees is pending or, to the knowledge of Seller, threatened against Seller or any Seller Subsidiary by or on behalf of any past, present or prospective employee of the Business, including Actions related to discrimination, harassment, wrongful termination, workers’ compensation or disability. To the knowledge of the Seller, there is no violation of any 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 complete list party to, or otherwise bound by, any Governmental Order relating to its respective employees or employment practices in respect of each employee the Business, and independent contractor 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 which indicates and the Seller Subsidiaries have withheld and paid to (or are holding for each individual: (i) their position or title; (iipayment not yet due) the location appropriate Governmental Authority all amounts required by Law or agreement to be withheld from the wages or salaries due to each of their employment; (iii) their start date; (iv) their cumulative length the Employees. Seller and the Seller Subsidiaries have paid in full to all of service with Seller; (v) their status as full-timethe Employees all wages, part-time or temporary; (vi) their hourly wage or annual salary; (vii) their entitlement to salaries, bonuses, incentive schemes, 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; (viii) . All amounts that Seller or any Seller Subsidiary is legally or contractually required to deduct from the Benefit Plans in which 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 individual participates; (ix) their annual vacation entitlementappropriate fund or funds, and accrued Seller and unused vacation entitlement; (x) their annual paid time off entitlement, and accrued and unused paid time off entitlement; (xi) an indication of the Seller Subsidiaries have no outstanding obligation to make any individual who is 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 a written employment such transfer or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employeesprovision.
(d) Seller and each Seller Subsidiary are in compliance with their respective obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), and any similar state or local law, in respect of the Business. Except as set forth in Section 5.1(i) of the Employee Matters Seller Disclosure Schedule, there is no employment contract between Seller and each Seller Subsidiary have not had any layoffs of its employees that is not terminable 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 on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with Closing Date that might trigger an employer’s obligations under the ClosingWARN Act.
(e) None Except as described on Section 3.9(e) of Seller’s employees are the Seller Disclosure Schedule, neither the execution and delivery of this Agreement or the Collateral Agreements, nor the consummation of the transactions contemplated thereby, 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 Code or otherwise) becoming due to any restrictions, including Business Employee under any non-competition agreement, which would prevent such employee from entering into an employment relationship Seller Plan or otherwise or (ii) result in any acceleration of the time of payment or vesting of any material benefits with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior respect to the Closing Dateany Business Employee.
(f) All individuals characterized Except as described on Section 3.9(f) of the Seller Disclosure Schedule, all current U.S. employees of the Business are, and treated by Seller as independent contractors are listed all former U.S. employees of the Business whose employment terminated, voluntarily or involuntarily, within the three years prior to the date of this Agreement, were legally authorized to work in the Employee Matters United States. Except as described on Section 3.9(f) of the Seller Disclosure Schedule. Each independent contractor , Seller has been properly classified as an independent contractor 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 not received any notice from any Governmental Authority disputing such classification.
(g) All amounts due and owing or accruedcomplied with anti-discrimination provisions of the IRCA. Further, but not yet owing, for at 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 times prior to the Purchased Assets.
(j) Except as set forth date of this Agreement, Seller was in the Employee Matters Disclosure Schedule, to the Knowledge of Seller, it is and has been in material compliance with all terms both the employment verification provisions (including without limitation the paperwork and conditions documentation requirements) and the anti-discrimination provisions 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 Canada 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 LawsIRCA.
Appears in 1 contract
Samples: Asset Purchase Agreement (Transaction Systems Architects Inc)
Employment Matters.
(a) Seller is not a party toThe L8 Subsidiaries has complied with all obligations arising out of statutory provisions, bound byregulations, any employment agreements, collective bargaining or other agreement with a labor organization representing any of its employees. Since January 1agreements and final judicial decisions, 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 employeesif any.
(b) The Employee Matters Disclosure Schedule sets forth a complete list All payments required to be made under statutory provisions, regulations, employment agreements, collective bargaining agreements and final judicial decisions, if any, until the consummation of each employee and independent contractor the Transaction contemplated herein, have been timely made or provided for in the relevant Financial Statements which accruals shall form part of Seller which indicates for each individual: (i) their position or title; (ii) the location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as fullNon-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 individual who is 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 a written employment or independent contractor agreement with SellerOrdinary Course Liabilities Amount.
(c) Seller has provided Buyer with correct All necessary work permits required by the applicable laws for the employment of directors and/or employees of the L8 Subsidiaries have been obtained and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employeesare in full effect.
(d) Except as set forth in the Employee Matters Disclosure ScheduleL8 Subsidiaries are not currently, there is no employment contract between Seller and have not been, a party 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 of its employees that is not terminable on the giving Employees including by way of reasonable notice in accordance with applicable Lawcertification, nor are there interim certification, voluntary recognition, related employer or successor employer rights, or has applied or threatened to apply to be certified as the bargaining agent of any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with of the ClosingEmployees.
(e) None Except as set out in Schedule 3.19(e) of Seller’s the Disclosure Schedules, in the two years preceding the date of this Agreement, no notice in writing has been received by the L8 Subsidiaries of any written complaint filed by any of its Employees or former employees are subject 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 employee or human rights or of any restrictionscomplaints or Actions of any kind involving the L8 Subsidiaries or any of the Employees before any Governmental Authority, including any non-competition agreementa labour relations board, which would prevent such employee from entering into an employment relationship with Buyer tribunal or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.commission.
(f) All individuals characterized and treated by Seller as independent contractors There are listed in the Employee Matters Disclosure Schedule. Each independent contractor has been properly classified as an independent contractor and Seller has not received any notice from no current disputes with any Governmental Authority disputing such classificationAuthorities, self- regulatory authorities, works councils or other employee representatives. No mass dismissals have been announced or are being planned. There are no current disputes with any works councils or other employee representatives.
(g) All amounts due and owing No Employee has stated that he or accrued, but not yet owing, for all employee she will resign or independent contractor compensation, including salary, wages, overtime, bonuses, commissions, vacation pay, sick days, other compensation payments, pension benefits retire or benefits under cease to provide work or services as a result of the Benefit Plans, have been paid in full or, if accrued, are reflected in full in closing of the Books and Recordstransactions contemplated by this Agreement.
(h) There are is no outstanding notice of assessment, provisional assessment, reassessment, supplementary assessment, penalty assessment or unaccrued assessments, penalties, fines, liens, charges, surcharges, increased assessment which the L8 Subsidiaries have received before the date of this Agreement during the past two years from any workplace safety and insurance or other amounts due workers compensation board or owing pursuant to similar Governmental Authority in any workers’ compensation Laws. No audit of Seller jurisdiction where the Business is currently being performed under any workers’ compensation Lawscarried on that remain unpaid.
(i) All orders Any and inspection all returns and reports received by Seller in related to social security contributions that are required to be filed with respect to the past two (2) years under occupational health and safety Laws L8 Subsidiaries prior to the date hereof have been made available 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 Buyer. There are no outstanding orders issued under be paid until the occupational health and safety Laws relating to the Purchased Assetsdate hereof, have been fully provisioned.
(j) Except as set forth in To the Employee Matters Disclosure ScheduleVendor’s Knowledge, to the Knowledge of Seller, it is and has 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 Canada Pension Plan remittances or any other employment-related matter arising under applicable Laws, and there are no outstanding claimsallegations, complaintscomplaints or claims of sexual harassment made against any directors, investigations officers or orders under employees of any L8 Subsidiary and to the Vendor’ Knowledge, there are no facts or circumstances likely to give rise to any such Lawsallegations, complaints or claims.
Appears in 1 contract
Samples: Share Purchase Agreement
Employment Matters. (a) Seller is not Schedule 4.28 sets forth a party tocomplete and accurate list of the Employees, bound bytogether with their titles, any collective bargaining 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 agreement with a labor organization representing any material compensation paid since the beginning of its employees. Since January 1the most recently completed fiscal year Schedule 4.28 also lists Employees on inactive status, 2013including lay-off, there has not beenshort-term disability leave, norlong-term disability leave, to Seller’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime pregnancy and parental leave or other similar labor activity extended absences, or dispute affecting Seller or any receiving benefits pursuant to workers’ compensation legislation, and specifies the last date of its employeesactive employment, the reason for the absence and the expected date of return of each such Employee.
(b) 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 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct Current and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor Employment Contracts or, where oral, written summaries of Sellerthe terms thereof, as well as all material handbooks and policies that apply have been delivered or made available to Seller’s employees.
(d) Except as set forth in the Employee Matters Disclosure Schedule, there is Purchaser. There are no employment contract between Seller and any of its employees that is Employment Contracts which are not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts Employment Contracts providing for payments cash, other compensation, benefits or other entitlementscontingent rights on Closing. To the knowledge of the Vendor, contingent no executive employed by the Company has any plans to terminate his or otherwise, on or in connection with the Closingher employment.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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.
(hc) There are no outstanding or unaccrued assessmentsClaims, penaltiespending Claims nor, finesto the knowledge of the Vendor, liens, charges, surcharges, or other amounts due or owing threatened Claims 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 been in compliance with all terms and conditions of employment and all Laws pertaining to employmentEmployees or former employees, including employment standards, labour standards, wages, hours of work, overtime, human rights, pay equity, employment equity, pensionslabour relations, occupational health and safety, immigration, workers’ compensation, income tax withholdingpay equity or employment equity. To the knowledge of the Vendor, payroll taxes, the Canada Pension Plan remittances or any other employment-related matter arising under applicable Laws, and there are no outstanding claims, complaints, investigations or orders nothing has occurred which might lead to a Claim under any such Laws.
(d) All current assessments under workers’ compensation legislation in relation to the Company and all of 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.
(e) The Vendor has made available to the Purchaser for review all inspection reports, workplace audits or written equivalent, made under any occupational health and safety legislation which relate to the Company. There are no outstanding inspection Orders or written equivalent made under any occupational health and safety legislation which relate to the Company.
Appears in 1 contract
Employment Matters. (a) Seller Neither Metalla nor any of its Subsidiaries (i) is not a party to, bound by, to any collective bargaining agreement, or other agreement with a labor organization representing (ii) is subject to any of its employees. Since January 1, 2013, there has not been, norapplication for certification or, to Seller’s Knowledgethe knowledge of Metalla, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime threatened or other similar labor activity or dispute affecting Seller or any of its employeesapparent union-organizing campaigns for employees not covered under a collective bargaining agreement.
(b) Neither Metalla nor any of its Subsidiaries is 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 or termination of employment of employees or independent contractors. To the knowledge of Metalla, no labour strike, lock-out, slowdown or work stoppage is pending or threatened against or directly affecting Metalla.
(c) All material amounts due or accrued due for all salary, wages, bonuses, vacation with pay, workers compensation and other benefits for the period up to June 30, 2023 have either been paid or are accurately reflected in Metalla's financial books and records in all material respects.
(d) Neither the execution of this Agreement nor the consummation of the Arrangement and the other transactions contemplated in this Agreement will:
(i) result in any payment (including, without limitation, bonus, golden parachute, retirement, severance, retiring allowance or similar payment, or any other benefit or enhanced benefit) becoming due or payable to any current or former Metalla Employee;
(ii) increase the rate of wages, salaries, commissions, bonuses, incentive compensation or other remuneration, severance entitlements, or benefits otherwise payable to any current or former Metalla Employee; or
(e) Neither Metalla nor any of its Subsidiaries currently sponsors, maintains, contributes to or has any material liability under, and has not in the past five (5) years sponsored, maintained, contributed to or incurred any liability under a "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) The Employee Matters Metalla Disclosure Schedule sets forth Letter contains a correct and complete list of each employee Metalla Employee, executive and independent contractor of Seller which indicates for each individual: officer employed by Metalla or its Subsidiaries, whether actively at work or not, showing without names or employment numbers, (i) their position or title; job titles, (ii) the location of their employment; salaries or wage rates, (iii) their start date; hire dates, (iv) their cumulative length date of service with Seller; birth, (v) their status as (i.e. full-time, part-time or temporary; ) and (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 individual who is 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 whether they are subject to a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct agreement. True and complete copies of all written employment agreements and independent contractor agreements for each employee and independent contractor have been provided or made available to Nova. To the knowledge of SellerMetalla, as well as all material handbooks and policies that apply of the date hereof, no Metalla Employee has indicated an intention to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 classificationresign their employment.
(g) All amounts due and owing The Metalla Disclosure Letter lists each plan, program, policy, agreement, collective bargaining agreement or accrued, but not yet owing, other arrangement providing for all employee or independent contractor compensation, including salaryseverance, wagesdeferred compensation, overtimeperformance awards, bonusesstock or stock-based awards, commissionsfringe, vacation payretirement, sick daysdeath, other compensation payments, pension disability or medical benefits or other employee benefits under 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 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, have been paid in full or, if accrued, are reflected in full in the Books and Records").
(h) There Metalla has 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 each case that 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 in effect as of Seller is currently being performed under any workers’ compensation Lawsthe date hereof.
(i) All orders Each Metalla Employee Plan has been established, administered, and inspection reports received 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 Seller in and due under the past two (2) years terms of each Metalla Employee Plan and applicable Law, and all benefits accrued under occupational health and safety Laws any unfunded Metalla Employee Plan have been made available paid, accrued or otherwise adequately reserved to Buyer. There the extent required by, and in accordance with IFRS; (ii) as of the date hereof, there are no outstanding orders issued under the occupational health and safety Laws relating material audits, inquiries or legal actions pending or, to the Purchased Assetsknowledge 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) Except as set forth Metalla is in the Employee Matters Disclosure Schedule, to the Knowledge of Seller, it is and has been in material compliance with all terms and conditions Employment Laws. Neither Metalla nor any of employment and all Laws pertaining its Subsidiaries is subject to employmentany outstanding grievance, including employment standardscomplaint, labour standardsinvestigation, 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 Canada 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 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 Lawsclaims or litigation are threatened.
Appears in 1 contract
Samples: Arrangement Agreement (Metalla Royalty & Streaming Ltd.)
Employment Matters. (a) Seller is not a party to, bound by, shall terminate all employees of the Business who are actively at work on the Closing Date (and terminate any collective bargaining or other agreement co-employment arrangement of such employees with a labor organization representing any of its employees. Since January 1professional employer organization), 2013and, there has not beenat Buyer’s sole discretion, norBuyer may offer employment, on an “at will” basis, to Seller’s Knowledge, has there been any threat of, 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 will use all commercially reasonable efforts to assist Buyer with the transition of all Hired Employees to Buyer. Seller shall bear any strike, slowdown, work stoppage, lockout, concerted refusal and all obligations and liability under the WARN Act resulting from employment losses pursuant to work overtime or other similar labor activity or dispute affecting Seller or any of its employeesthis Section 6.15(a).
(b) The Employee Matters Disclosure Schedule sets forth a complete list of each employee Seller shall be solely responsible, and Buyer shall have no obligations whatsoever, for any compensation or other amounts payable to any current or former employee, officer, director, independent contractor or consultant of Seller which indicates 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 each individual: (i) their position or title; (ii) any period relating to the location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-time, part-Seller at any time on or temporary; (vi) their hourly wage prior to the Closing Date and Seller shall pay all such amounts to all entitled Persons on or annual salary; (vii) their entitlement prior to bonuses, incentive schemes, benefits, commissions the Closing Date 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 all such amounts shall be Retained Liabilities for purposes of any individual who is 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 a written employment or independent contractor agreement with Sellerthis Agreement.
(c) Seller has provided Buyer with correct and complete copies shall remain solely responsible for the satisfaction of all employment agreements claims for medical, dental, life insurance, health, accident, disability or 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 current or former employees, officers, directors, independent contractors or consultants of Seller which relate to events occurring on or prior to the Closing Date. Seller shall pay, or cause to be paid, all such amounts to the appropriate Persons as and independent contractor agreements when due, and all such amounts shall be Retained Liabilities for each employee purposes of this Agreement. Seller shall be solely responsible, and independent contractor Buyer shall have no obligations whatsoever, for providing, or causing the professional employer organization engaged by Seller prior to Closing to provide, continuation of Sellercoverage under an Employee Benefit Plan pursuant to COBRA or similar state Law to any employees or other service providers who do not become Hired Employees, as well as all material handbooks and policies that apply including any obligation to Seller’s employeesprovide notices thereunder.
(d) Except as set forth Notwithstanding anything to the contrary herein, nothing contained in the Employee Matters Disclosure Schedulethis Section 6.15 shall (i) confer upon any Person any rights, there is no remedies or claims, including third party beneficiary rights or rights to employment contract between with Buyer or Seller and or an Affiliate thereof, or (ii) obligate Buyer or any of its employees that is not terminable on the giving of reasonable notice in accordance with applicable LawAffiliates to adopt or maintain any particular compensation or benefit plan, nor are there any employment policy, Contract, program or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closingarrangement.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 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 Canada 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 1 contract
Samples: Asset Purchase Agreement (Digerati Technologies, Inc.)
Employment Matters. (a) Seller is not a party to, bound by, any collective bargaining or other agreement with a labor organization representing any of its employees. Since January 1, 2013, there has not been, nor, Buyer will offer 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 employees.
(b) The Employee Matters Disclosure Schedule sets forth a complete list of each employee of the VCW Business (the "VCW Employees") employment in a position of comparable seniority and independent contractor of Seller which indicates for at least the same pay as that received by each individual: (i) their position or title; (ii) such VCW Employee immediately prior to the 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 individual Closing Date. Each VCW Employee who is on leave tendered and accepts Buyer's offer of absence together 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 reason for the leavesame benefits it provides to its other employees in similar positions, 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) None of Seller’s employees are subject to any restrictionschanges that Buyer may negotiate with any union, including which may be the collective bargaining representative of any non-competition of the Transferred Employees. Furthermore, for a one year period commencing on the Closing Date, Buyer will agree to pay severance to any Transferred Employee terminated by Buyer (other than a Transferred Employee terminated for cause) during such one year period in an amount equal to two weeks' pay for each year of service to Seller and Buyer up to a maximum of the 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, which would prevent 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 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 employee from entering into an employment relationship with Buyer current or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with former employee) of Seller immediately accruing prior to the Closing Date.
(fb) All individuals characterized Subject to Seller's obligations to comply with applicable labor laws, rules and treated regulations, Seller agrees that it will not make, or agree to, any material changes to its last and best offer in connection with the 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 Transferred Employee who is represented by Seller as independent contractors are listed a collective bargaining representative, Buyer shall pay severance benefits in accordance with any collective bargaining agreement, if applicable, in lieu of the Employee 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 classificationseverance payments provided in subsection (a) above.
(gc) All amounts due and owing or accruedEffective immediately after the Closing Date, all Transferred Employees shall be eligible to participate in Buyer's employee benefit plans, including, but not yet owinglimited 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 its predecessor or its affiliates shall be recognized under Buyer's employee benefit plans 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 purposes of determining eligibility for participation and Recordsvesting of benefits.
(hd) There Effective immediately after the Closing Date, all Transferred Employees shall be eligible to participate in the Buyer's Savings Plan, unless and until different benefit plans are negotiated with any applicable collective bargaining representative. Effective as of the Closing Date, 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 trustees of the Buyer's Savings Plan the aforementioned fully vested account balances of the Transferred Employees to the Buyer's Savings Plan as soon as practicable following the Closing Date but in no outstanding 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. 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 transfer of the Transferred Employees account balances shall be in cash, except that the account balances or unaccrued assessmentsportions thereof invested in notes representing participant loans shall be transferred in-kind to the Buyer's Savings Plan (except for mortgage loans, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant which shall not be transferred to any workers’ compensation Lawsthe Buyer's Savings Plan). No audit Buyer agrees to provide Seller with evidence that the Buyer's Savings Plan is qualified under Section 401(a) of the Code and Seller agrees to provide Buyer with evidence that Seller's Savings Plan is currently being performed qualified under any workers’ compensation LawsSection 401(a) of the Code.
(e) 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 any applicable collective bargaining representative. Seller shall cause the trustees of the Seller's Pension Plan to transfer to the trustees of the 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) All orders each participant's age, years of vesting service and inspection reports received 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 past two (2gathering 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 Forms 5310-A. Buyer agrees to provide Seller with evidence that Buyer's Pension Plan is qualified under Section 401(a) years of the Code and Seller agrees to provide evidence to Buyer that Seller's Pension Plan is similarly qualified under occupational health and safety Laws have been made available Section 401(a) of the Code. Buyer's Pension Plan will provide that each Transferred Employee will be entitled to Buyer. There are no outstanding orders issued a benefit at least equal to his accrued benefit under the occupational health and safety Laws relating to Seller's Pension Plan as of the Purchased AssetsClosing Date.
(jf) Except as set forth in 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 Employee Matters Disclosure Schedule, to the Knowledge of Seller, it is and has 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 taxesClosing Date, the Canada Pension Plan remittances or Transferred Employees shall participate in such plans (i) without any other employmentwaiting periods , exclusions due to pre-related matter arising under applicable Laws, existing conditions and there are no outstanding claims, complaints, investigations or orders under without any such Laws.evidence of insurability; and
Appears in 1 contract
Samples: Asset Sale Agreement (Nui Corp)
Employment Matters. (ai) Seller is EMV and its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, employment/labour standards, wages and hours, immigration, privacy, workers compensation and occupational health and safety and has not received any notice (written or oral) of infraction of any such applicable employment-related laws or of any claim or any investigation thereof.
(ii) All EMV Employees are legally entitled to work for EMV or the Subsidiary by which they are employed in the jurisdiction in which they work, and all foreign workers employed by EMV or a party to, bound by, any collective bargaining Subsidiary of EMV have valid work permits permitting them to perform the work they are carrying out for EMV or other agreement with a labor organization representing any such Subsidiary. EMV and each of its employees. Since January 1Subsidiaries 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, 2013and there are no audits, there has not beenorders, norinvestigations, charges or claims pending or, to Seller’s Knowledgethe knowledge of EMV, has there been any threat ofthreatened or reasonably anticipated, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting Seller against EMV or any of its employeesSubsidiaries in connection with any immigration laws.
(biii) The EMV Disclosure Letter lists all the EMV Employees as of the date of this Agreement and the position (including whether the EMV Employee Matters Disclosure Schedule sets forth a complete list 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 applicable 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 employee and independent contractor of Seller which indicates for each individual: EMV Employee (i) their position or title; (ii) the 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 individual who is on leave of absence together with the including reason for the leave, their last date of active service 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.
(iv) 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 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, none of EMV nor any of its Subsidiaries is a party to or bound by any Contract with any director, officer or employee of EMV or any of the Subsidiaries of EMV 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), 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 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 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) an indication Except as disclosed in the EMV Disclosure Letter, no offer of any individual who is party to a written employment or independent contractor agreement with Sellerengagement 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.
(cxiii) Seller Neither EMV nor any of its Subsidiaries has provided Buyer 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.
(xiv) 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.
(xv) Neither EMV nor any of its Subsidiaries has 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 employment agreements written EMV Employee Plans, and independent contractor agreements for where unwritten, a written summary of the current terms of each employee EMV Employee Plan, and independent contractor of Seller(B) all material written Contracts relating to each EMV Employee Plan, including administrative service Contracts and group insurance Contracts. Except as would not be reasonably expected to have a Material Adverse Change on 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 well as all material handbooks of the date hereof, EMV has no knowledge of any default or violation by any other party to, any EMV Employee Plan, and policies that apply to Seller’s employees.
(d) Except as set forth in the each EMV Employee Matters Disclosure Schedule, there Plan has been established and has been and is no employment contract between Seller maintained and any of its employees that is not terminable on the giving of reasonable notice administered in accordance with its terms and in compliance with all applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 Buyerlaws. 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 Scheduleclaims pending or, to the Knowledge knowledge of SellerEMV, it is 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 Section (xv), “EMV Employee Plan” means EMV’s and has been in compliance with all terms its Subsidiaries’ health and conditions of employment and all Laws pertaining to employmentother medical benefit plans, including employment standardsmedical or dental treatment or expenses, labour standardslife and other insurance including accident insurance, wagesvision, hours of worklegal, overtime, human rights, pay equity, employment equity, pensions, occupational health long-term and safety, immigration, workers’ compensation, income tax withholding, payroll taxes, the Canada Pension Plan remittances or any other employmentshort-related matter arising under applicable Laws, and there are no outstanding claims, complaints, investigations or orders under any such Lawsterm disability.
Appears in 1 contract
Samples: Arrangement Agreement (Electrameccanica Vehicles Corp.)
Employment Matters. (a) Schedule 4.17(a) sets forth a true, correct and complete list, as of the date set forth 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 respective loans or obligations.
(b) There are no contracts of employment with any of the Employees 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) 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 a party to, or bound by, any collective bargaining or other agreement with a labor organization representing any of its employeesthe Employees. Since January 1, 20132010, 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 employeesthe Employees. Except as set forth on Schedule 4.17(d), there are no unfair labor practice charges, grievances or complaints pending or, to the Seller’s Knowledge, threatened by or on behalf of any Employee or group of Employees.
(be) The Employee Matters Disclosure No Employees are represented by any labor organization. Except as set forth on Schedule sets forth 4.17(e), no labor organization or group of Employees has made a complete list of each employee and independent contractor of Seller which indicates pending demand for each individual: (i) their position or title; (ii) the 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 entitlementrecognition, and accrued and unused vacation entitlement; (x) their annual paid time off entitlementthere are no representation proceedings or petitions seeking a representation proceeding presently pending or, and accrued and unused paid time off entitlement; (xi) an indication of any individual who is on leave of absence together to Seller’s Knowledge, threatened to be brought or filed, with the reason for 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 leaveSeller’s Knowledge, their last date threatened by any labor organization or group of active service and their expected date of return to work; and (xii) an indication of any individual who is party to a written employment or independent contractor agreement with SellerEmployees.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(df) Except as set forth on Schedule 4.17(f), Seller is in compliance with all applicable Laws pertaining to employment and employment practices to the Employee Matters Disclosure Scheduleextent they relate to the Employees, there is no employment contract between Seller and any of its employees that is not terminable on except to the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) None of Seller’s employees are subject to any restrictions, including any extent non-competition agreement, which compliance would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer not result in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 classificationa Material Adverse Effect.
(g) All amounts due The representations 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 warranties set forth in this Section 4.17 are the Employee Matters Disclosure Schedule, to the Knowledge of Seller, it is ’s sole and has been in compliance with all terms exclusive representations and conditions of warranties regarding 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 Canada 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 Lawsmatters.
Appears in 1 contract
Employment Matters. (a) Seller is not a party to, bound by, any collective bargaining or other agreement with a labor organization representing any of 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 employees.
(b) 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 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) Except as set forth in the Arsenal Disclosure Letter, no Employee Matters is on short-term or long-term disability leave, maternity or parental leave, extended absence or receiving benefits pursuant to compensation legislation.
(b) Except as set forth in the Arsenal Disclosure ScheduleLetter, there is are no employment contract between Seller and any of its employees that is contracts or arrangements which are not terminable on the giving of reasonable notice in accordance with applicable LawApplicable Laws, nor are there any management agreements, change of control agreements, retention bonuses or employment or other contracts providing for payments cash or other entitlementscompensation or benefits upon the consummation of the transactions contemplated by this Agreement.
(c) Arsenal and each of its subsidiaries has been and is being operated in compliance with all Applicable Laws relating to Employees, contingent including employment standards, occupational health and safety, workers' compensation, human rights, labour relations, privacy or otherwise, on or pay equity.
(d) All workers compensation premiums have been paid in connection with full and the Closingworkers compensation accounts of Arsenal and its subsidiaries are in good standing.
(e) None There are no claims or complaints and, to the knowledge of Seller’s employees Arsenal, there are subject no threatened claims or complaints, against Arsenal or any of its subsidiaries pursuant to any restrictionsApplicable Laws relating to Employees, including wrongful dismissal, constructive dismissal, employment standards, human rights, labour relations, occupational health and safety, workers' compensation, privacy or pay equity. To the knowledge of Arsenal, there are no existing facts that would support a claim or complaint against Arsenal or any non-competition agreementof its subsidiaries under any such Applicable Laws, and there are no outstanding Orders or settlements (or pending settlements) which would prevent place any obligation upon Arsenal to do or refrain from doing any act under any such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing DateApplicable Laws.
(f) All individuals characterized and treated Neither Arsenal nor any of its subsidiaries is a party, either directly, voluntarily or by Seller 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 independent contractors are listed 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 Employee 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 classificationa trade union.
(g) 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 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 owing or accruedpayable (and other than accrued amounts) for salaries, but not yet owing, for all employee or independent contractor compensation, including salaryseverance, wages, overtimeconsulting fees, bonuses, overtime, commissions, vacation pay, sick days, pay or other compensation payments, pension and 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 Assetsfull.
(j) Except as set forth in None of the Employee Matters Disclosure Schedule, employee plans provide benefits to retired employees or to the Knowledge beneficiaries or descendants of Seller, it is and has 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 Canada 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 Lawsretired employees.
Appears in 1 contract
Samples: Arrangement Agreement
Employment Matters. (aThe Schedule of Employees attached hereto as Schedule 9(n) Seller is not contains a party to, bound by, any collective bargaining or other agreement with a labor organization representing any of 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 employees.
(b) The Employee Matters Disclosure Schedule sets forth a true and complete list of each employee all employees who are employed by Seller and independent contractor provide services to the Printer Business as of Seller which indicates for each individualthe 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) their position or titleemployee pension benefit plan (as defined in Section 3(2) of the Employment Retirement Income Security Act of 1974, as amended ("ERISA")) ("Plan"), including, without limitation, any multiemployer plan as defined in Section 3(37) of ERISA ("Multiemployer Plan"); (ii) the location employee welfare benefit plan (as defined in Section 3(1) of their employmentERISA) ("Welfare Plan"); or (iii) their start date; bonus, deferred compensation, stock purchase, stock option, severance plan, salary continuation, vacation, sick leave, fringe benefit, incentive, insurance, welfare or similar arrangement (iv) their cumulative length "Employee Benefit Plan")), dates of service with Seller; employment and positions. The Schedule of Employees also contains a true and complete list of all employees whom Buyer and Seller have agreed will be Management Personnel (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) defined in the Benefit Plans in which the individual participates; (ix) their annual vacation entitlementManagement Agreement), and accrued a true and unused vacation entitlement; complete list of all employees whom Buyer and Seller have agreed will be Company Personnel (xas defined in the Management Agreement). With respect to employees of Seller:
(1) their annual paid time off entitlementThere 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 best of Seller's and accrued and unused paid time off entitlement; (xi) an indication of any individual who is on leave of absence together with the reason for the leaveSelling Member's knowledge, 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 a written employment threatened against or independent contractor agreement with directly affecting Seller.
(c3) 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 no liability to provide medical benefits to former employees of Seller or their spouses or dependents.
(5) Seller has provided Buyer not taken any actions which were calculated to dissuade any present employees, representatives or agents of Seller from becoming associated with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Buyer. To Seller's knowledge, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment officer or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) None key employee of Seller’s employees are subject Seller intends to any restrictions, including any non-competition agreement, which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on terminate employment with Seller immediately prior to or following the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 daysClosing, 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 Recordsthan as contemplated by Section 11(c) hereof.
(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 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 Canada 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 1 contract
Samples: Asset Purchase Agreement (American Tonerserv Corp.)
Employment Matters. (a) 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 the Company and whether the Employee is on an active or inactive status (and, if on leave, the nature of the leave and expected return date, if known); (B) each Employee’s status as exempt or non-exempt under the Fair Labor Standards Act and 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 Effective 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 essential functions of his or her job with reasonable accommodation because of a party toqualified disability, bound by, any collective bargaining or because of other agreement with leave; and (G) a labor organization representing any description of its employees. Since January 1, 2013, there has not been, nor, to Sellerthe basis of the Employee’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal legal right to work overtime or other similar labor activity or dispute affecting Seller or any of its employeesin the United States.
(b) The Employee Matters Section 3.26(b) of the Disclosure Schedule sets forth Schedules contains a complete list of each employee and independent contractor of Seller which indicates for each individual: (i) their position or title; (ii) the 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 individual individuals who is on leave of absence together with the reason are currently performing services for the leave, their last date Company and are classified as “consultants,” “contract labor,” “casual employees” or “independent contractors,” the respective compensation of active service each such “consultant,” “contract laborer,” “casual employee” or “independent contractor” and their expected date of return to work; and (xii) an indication of any individual who whether the Company is party to a written employment consulting, contract labor or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection Contract with the Closing.
(e) None of Seller’s employees are subject to any restrictions, including any non-competition agreement, individual or an entity with which would prevent such employee from entering into individual is an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee Matters Disclosure Scheduleemployee. Each independent contractor has been properly classified as an independent contractor and Seller has not received any notice from any Governmental Authority disputing Any 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 Contracts have been made available to Buyer. There Buyer and 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 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 Canada 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.on Section 3.26(b)
Appears in 1 contract
Employment Matters. (ai) Seller is not a party toAll wages, bound bysalaries, any collective bargaining vacation pay, bonuses, commissions and other emoluments relating to the officers, Employees, consultants or other agreement with a labor organization representing independent contractors of Bralorne have been recorded in Bralorne’s payroll in all material respects and are reflected and accrued in the records of Bralorne in all material respects.
(ii) Bralorne has withheld from each payment made to any of its employees. Since January 1officers and Employees, 2013and its former officers and Employees recorded in their payroll, there the amount of all Taxes and other deductions (including income taxes, and pension plan, and disability contributions) required to be withheld, and has not been, norpaid the same together with the social security contributions paid by Bralorne as the employer, to Seller’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or the proper Authority and other similar labor activity or dispute affecting Seller or any of its employeesreceiving officers within the time required under applicable legislation.
(biii) The Employee Matters Schedule 3.1.2(r) of the Disclosure Schedule Letter hereto sets forth a complete the list of each employee Bralorne’s Employees, consultants and independent contractor of Seller contractors which indicates for each individualindicates: (iA) their position or title; (ii) the titles of all Employees, consultants and independent contractors and the location of their employment; (iiiB) their start datethe date each Employee, consultant and independent contractor was hired; (ivC) their cumulative length of service which Employees, consultants and independent contractors are subject to a written employment or consulting agreement with SellerBralorne; (vD) their status as full-time, part-time the annual or temporary; (vi) their hourly wage or annual salary; (vii) their entitlement 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 compensationcompensation 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 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 made all payments required to be made by it in connection therewith. Except as disclosed in Schedule 3.1.2(r) of the Disclosure Letter, there are no employee plans requiring funding on the part of Bralorne in accordance with the 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 Benefit Plans in which the individual participates; transactions contemplated by this Agreement.
(ix) their annual vacation entitlementNo Employee, and accrued and unused vacation entitlement; 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) their annual paid time off entitlement, and accrued and unused paid time off entitlement; (xi) an indication of any individual who Bralorne is on leave of absence together in compliance in all material respects with the reason for the leave, their last date of active service and their expected date of return applicable Laws relating to work; and (xii) an indication of any individual who is party to a written employment or independent contractor agreement with Sellercontracting of labour.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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.
(hxi) There are no outstanding assessments or unaccrued assessments, penalties, fines, liens, charges, surcharges, or other amounts due or and owing pursuant to any workplace safety and insurance or 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 Buyerinsurance requirements. There are no outstanding orders issued charges against Bralorne pending, threatened or anticipated under the occupational applicable health and safety Laws relating to the Purchased Assetslegislation.
(j) Except as set forth in the Employee Matters Disclosure Schedule, to the Knowledge of Seller, it is and has 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 Canada 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 1 contract
Samples: Share Purchase Agreement (Avino Silver & Gold Mines LTD)
Employment Matters. (a) Seller 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 not a party tohereby, bound byand 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 agreement with a labor organization representing arrangement of Sellers or their Affiliates (including, but not limited to flexible contribution plans) 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 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 such employees are offered employment by or other similar labor activity or dispute affecting Seller become employees of Buyer or any Affiliate of Buyer. Neither Buyer nor its employees.
(b) 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 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 Affiliates are obligated 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) Except as set forth in the Employee Matters Disclosure Schedule, there is no employment contract between Seller and replace any of the Employment Arrangements for any employees who become employees of Buyer or its employees that is not terminable on the giving of reasonable notice in accordance with applicable LawAffiliates, nor are there Buyer or its Affiliates obligated to provide such persons with any employment similar agreements, plans, or other contracts providing for payments arrangements. The employee benefit plans offered by Buyer or other entitlements, contingent its Affiliates to employees of Sellers or otherwise, on an Affiliate of Sellers who are hired by Buyer or an Affiliate of Buyer in connection with this transaction shall not recognize the Closing.
(e) None services of Seller’s such employees are subject 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 any restrictions, including any non-competition agreement, which would prevent such employee from entering into be paid at the time of employees' termination of employment with Sellers all vacation accrued during employment with Sellers or an employment relationship with Affiliate of Sellers so that the employees hired by Buyer or carrying on will commence employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Datewithout a vacation balance.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 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 Canada 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 1 contract
Employment Matters. (a) Prior to the Closing, on a date mutually agreed by 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 is not to such Specified Employee immediately prior to the Closing (a party to, bound by, any collective bargaining “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 other agreement with a labor organization representing 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. Since January 1, 2013, there has not been, nor, to ’ period of employment with Seller’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime Affiliate of Seller or other similar labor activity or dispute affecting any predecessor of Seller or any of its employees.
Affiliates (b) 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 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) Except as set forth in the Employee Matters Disclosure ScheduleSchedule 5.3(a)) for purposes of vesting and eligibility under such plans, there is no including vacation, sick leave and severance benefits; Purchaser shall also provide credit for such employees’ period of employment contract between with Seller, any Affiliate of Seller and or any predecessor of Seller or any of its employees that is 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 an Affiliate of Seller as of the Closing 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 terminable on be obligated to maintain the giving employment of reasonable notice in accordance or the compensation or employee benefits provided to such Specified Employee for any specified period thereafter). Purchaser shall comply with all applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or provisions of all applicable Legal Requirements in connection with the Closing.
(e) None hiring of Sellerthe Specified Employees. On the Closing Date, Seller will pay each Specified Employee the full amount of such Specified Employee’s employees are subject to any restrictions, including any non-competition agreement, which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity accrued time off as the employee carried on employment with Seller immediately prior to of the Closing Date.
(fb) All individuals characterized and treated To the extent any notification or consultation requirements are imposed by Seller as independent contractors are listed in the Employee Matters Disclosure Schedule. Each independent contractor has been properly classified as an independent contractor applicable Legal Requirements with regard to any Specified Employees, Purchaser and Seller has not received any notice from any Governmental Authority disputing agree to cooperate to ensure that such classificationnotification or consultation requirements are completed.
(gc) All 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 due and owing 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 accrued, but not yet owing, for all employee or independent contractor (B) terminates as a result of the compensation, including salarybenefits and terms of employment provided in such Specified Employee’s Comparable Offer having been amended or otherwise altered such that the compensation, 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 and terms of employment then applicable to such Specified Employee in the Books aggregate are not substantially as favorable to such Specified Employee as the compensation, benefits and Recordsterms of employment provided by Seller to such Specified Employee immediately prior to the Closing (other than with respect to equity-based compensation), Purchaser shall pay to, or 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 Seller, Purchaser and their respective Affiliates.
(hd) There are With respect to each Specified Employee hired by Purchaser, 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 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 outstanding event later than March 15, 2013. Seller shall 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, Purchaser 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 Lawstheir respective Affiliates.
(ie) All orders and inspection reports received by Seller in No Person (other than the past two (2) years under occupational health and safety Laws have been made available Parties 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 been in compliance with all terms and conditions of employment and all Laws pertaining to employmentthis Agreement), including employment standardsany employees of Seller or Purchaser, labour standards, wages, hours shall be entitled to assert any claim based on any provisions of work, overtime, human rights, pay equity, employment equity, pensions, occupational health and safety, immigration, workers’ compensation, income tax withholding, payroll taxes, the Canada Pension Plan remittances this Section 5.3 against any Party to this Agreement or any other employment-related matter arising under applicable Lawstheir Affiliates , and there are no outstanding claimsprovision of this Agreement shall constitute an amendment to any employee benefit plan, complaints, investigations program or orders under any such Lawsarrangement of Purchaser.
Appears in 1 contract
Samples: Asset Purchase Agreement (Jazz Pharmaceuticals PLC)
Employment Matters. (a) Seller Section 2.11(a) of the Disclosure Schedule contains a list, as of the date of this Agreement, of all Employees, along with, for each Employee, the 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 not 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 a party to, bound by, any collective bargaining or other to a non-competition agreement with a labor organization representing any Seller; copies of its employees. Since January 1, 2013, there has not been, nor, such agreements have previously been delivered 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 employeesSCI.
(b) The Employee Matters Disclosure Schedule sets forth No Seller is a complete list of each employee and independent contractor of Seller which indicates for each individual: (i) their position or title; (ii) the 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 individual who is 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 a written employment or independent contractor bound by any collective bargaining agreement relating to the Business, nor has any Seller experienced, since January 1, 2002, any material strikes, slowdowns, grievances, claims of unfair labor practices or other collective bargaining disputes with Sellerrespect to the Business, nor to the knowledge of the Sellers, are any such actions, claims or disputes threatened.
(c) Each Seller has provided Buyer is in material compliance with correct all Applicable Laws pertaining to the Seller’s employment practices, terms and complete copies conditions of all employment agreements 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 contractor agreements for contractors, immigration related obligations with respect to each employee Employee and independent contractor the withholding, remittance and reporting of Sellerapplicable Taxes on wages). There are no claims of any nature pending or, as well as all material handbooks and policies that apply to the knowledge of the Sellers, threatened by any Employee or former Employee of each Seller against such Seller in connection with the Seller’s employeesemployment (or termination thereof) of such Employee or former Employee.
(d) Except There has been no “mass layoff” or “plant closing” as set forth defined by the Worker Adjustment and Retraining Notification Act, as amended, in respect of the Employee Matters Sellers within the past ninety (90) days. Section 2.11(d) of the Disclosure Schedule, there is no Schedule lists all Employees whose employment contract between Seller and any has been involuntarily terminated or who have received notice of its employees that is not terminable on involuntary termination of their employment during the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) None of Seller’s employees are subject to any restrictions, including any nonsix-competition agreement, which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately month period prior to the Closing Datedate of this Agreement.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 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 Canada 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 1 contract
Samples: Purchase and Sale Agreement (On Semiconductor Corp)
Employment Matters. Except as set forth in Schedule 3.13:
(a) Seller Each of the Purchased Companies is currently in, and during the 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 party to, bound by, any collective bargaining or other agreement with a labor organization representing material and adverse impact on any of 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 employeesthe Purchased Companies.
(b) The Employee Matters Disclosure Schedule sets forth As of the date hereof, no Purchased Company is a complete list of each employee and independent contractor of Seller which indicates for each individual: (i) their position or title; (ii) the 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 individual who is 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 a written employment or independent contractor collective bargaining agreement with Seller.
(c) Seller has provided Buyer any labor union with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Sellerrespect to the Employees and, as well as all material handbooks and policies that apply to the Seller’s employees.
(d) Except as set forth in the Employee Matters Disclosure ScheduleKnowledge, there is no employment contract between Seller and any of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 no union organizing activities against 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 Purchased Companies in the past two (2) years under occupational health and safety Laws have been made available years.
(c) As of the date hereof, there is no unfair labor practice charge or complaint against any Purchased Company pending or, to Buyer. There the Seller’s Knowledge, threatened in writing before the applicable Governmental Entity that is or would reasonably be expected to be, individually or in the aggregate, material to any of the Purchased Companies.
(d) As of the date hereof, there are no outstanding orders issued under strikes, lockouts, slowdowns or work stoppages pending or, to the occupational health Seller’s Knowledge, threatened in writing with respect to the Employees’ employment by the Purchased Companies and safety Laws relating 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 Assets.
Companies, (ji) Except as set forth in the Employee Matters Disclosure Scheduleno employment-related Litigation is pending or, to the Knowledge Seller’s Knowledge, threatened, which would adversely affect any of Sellerthe Purchased Companies in a material way, it (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 has been 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 all Laws pertaining the termination of employment and (v) none of the Purchased Companies is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employment, including employees or employment standards, labour standards, wages, hours practices.
(f) This Section constitutes the sole representations and warranties of work, overtime, human rights, pay equity, the Company with respect to any employment equity, pensions, occupational health and safety, immigration, workers’ compensation, income tax withholding, payroll taxes, the Canada 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 Lawslabor matters.
Appears in 1 contract
Samples: Transaction Agreement (Griffon Corp)
Employment Matters. (a) Seller is not a party to, bound by, any collective bargaining or other agreement with a labor organization representing any of 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 employees.
(b) The Employee Matters Disclosure Schedule sets forth a complete list of each employee and independent contractor of Seller which indicates for each individual: (i) Target has provided the Initial Investor Group with a correct and complete list, or copies of any relevant agreements, (the “Employment Information”) in respect of each Employee, director, independent contractor, consultant and agent of Target who currently provides material services to the administration, operation, maintenance and management of Target pursuant to an agreement which may not be terminated with less Target three months’ notice (or pay in lieu thereof), whether actively at work or not, their position or title; (ii) the location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their salaries, wage rates, commissions and consulting fees, bonus arrangements, benefits, positions, status as full-time, time or part-time or temporary; (vi) their hourly wage or annual salary; (vii) their entitlement to bonusesemployees, incentive schemes, benefits, commissions location of employment 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 length of any individual who is 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 a written employment or independent contractor agreement with Sellerservice.
(cii) Seller Except as provided for in Section 2.4, there are no Employee Obligations, and no Employee or former Employee has provided Buyer with correct and complete copies any agreement as to length of all notice or severance payment required to terminate his or her employment, other than such as results by Applicable Law from the employment agreements and independent contractor agreements for each employee and independent contractor of Seller, an Employee without an agreement as well as all material handbooks and policies that apply to Seller’s employeesnotice or severance.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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.
(giii) All amounts due and owing or accrued, but not yet owing, accrued for all employee or independent contractor compensation, including salary, wages, overtime, bonuses, commissions, finder’s fees, vacation with pay, sick days, and other compensation payments, pension employee benefits in respect of Employees which are attributable to the period before Closing will be paid at or benefits under prior to the Benefit Plans, have been paid in full or, if accrued, Closing Time and are or shall be accurately reflected in full in the Books books and Recordsrecords of Target.
(hiv) There are no 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 unaccrued orders under any such Applicable Laws.
(v) Target has not received notice of any outstanding assessments, penalties, fines, fines liens, charges, surcharges, or other amounts due or owing pursuant to any workers’ compensation Laws. No legislation and Target has not been reassessed in any material respect under such legislation and, to the knowledge of Target, no audit of Seller Target is currently being performed under pursuant to any workers’ applicable worker’s compensation Lawslegislation.
(ivi) All 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 and inspection reports received by Seller in the past two (2) years issued under occupational health and safety Laws have been made available to BuyerOHSA. There are no outstanding appeals of any orders issued under the occupational health and safety Laws relating to the Purchased AssetsXXXX currently outstanding.
(jvii) Except as set forth in the Employee Matters Disclosure ScheduleTarget is not a party to any actual, or to the Knowledge knowledge of SellerTarget pending or threatened application, it complaint or other Legal Proceeding under any Applicable Law relating to Employees or former Employees nor is and has been Target aware of, nor is there, any factual or legal basis on which any such Legal Proceeding might be commenced.
(viii) To the knowledge of Target, none of the Employees is in compliance with all terms and conditions violation of employment and all Laws pertaining to employmentany non-competition, including employment standardsnon-solicitation, 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 Canada Pension Plan remittances non-disclosure or any other employment-related matter arising under applicable Laws, and there are no outstanding claims, complaints, investigations or orders under similar agreement with any such Lawsthird party.
Appears in 1 contract
Employment Matters. (a) On or before November 1, 2004, Buyer will provide to Seller is a list of at least 300 employees from the employees of Seller identified on Schedule 5.8, and 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 employees 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 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 event that any Rehired Employee becomes covered by a medical plan of Buyer, such medical plan shall not a party toimpose any exclusion on coverage for preexisting medical conditions with respect to such Rehired Employee or such Rehired Employee’s spouse, bound by, any collective bargaining dependents and beneficiaries. Seller or other agreement with a labor organization representing any of its employees. Since Parent shall extend COBRA continuation coverage to all Rehired Employees from and after the Closing until January 1, 20132005, there has not beenand 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, norSeller 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 less than the aggregate amount of the monthly cost of COBRA coverage paid by Buyer with respect to such coverage. Seller will terminate the employment 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’s Knowledge. 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, has there been nor will anything in this Agreement interfere with the right of Buyer to terminate the employment of any threat 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) Buyer does not, and will not, assume the sponsorship of, responsibility for contributions to or any strikeliability or obligation in connection with, slowdownany Employee Benefit Plan or any other compensatory plan, work stoppageprogram, lockout, concerted refusal to work overtime arrangement or other similar labor activity agreement for the benefit of any employee or dispute affecting agent or former employee or agent (and their respective beneficiaries) of Seller or any of its employees.
(b) The Employee Matters Disclosure Schedule sets forth a complete list of each 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 independent contractor all other employee benefit or employee-related claims or liabilities with respect to employees or former employees of Seller which indicates for each individual: (i) their position made, earned, accrued or title; (ii) the 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, arising on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to before the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee Matters Disclosure Schedule. Each independent contractor has been properly classified as an independent contractor and Seller has , whether or 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 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 Canada Pension Plan remittances or any other employment-related matter arising under applicable Lawsreported before that date, and there are no outstanding claims, complaints, investigations will satisfy or orders under any such Lawspay all of the foregoing as and when due.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Tower Corp /Ma/)
Employment Matters. (a) Buyer, Seller is 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 a party limited to, bound byany claims by any Employees related to (i) their employment by Seller, (ii) any termination of their employment by Seller prior to and as of the Effective Time or (iii) sick leave, extended leave or medical leave. Buyer shall not be obligated under and hereby specifically disclaims any assumption of or liability with respect to any collective bargaining agreement, employment contract or other agreement with Employee Benefit Plan to which Seller is a labor organization representing party or under which any of 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 employeesthe Employees are covered.
(b) The Employee Matters Disclosure Schedule 8.5 sets forth a complete list and correct list, prepared by Buyer, of all Continuing Employees. Prior to Closing, Seller and Parent shall implement and communicate to the 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 employee and independent contractor of Continuing Employee. Except as expressly set forth in this Section 8.5, Seller which indicates for each individual: (i) their position or title; (ii) the location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-timeagrees to satisfy all compensation, part-time or temporary; (vi) their hourly wage or annual salary; (vii) their entitlement to bonuses, incentive schemes, benefits, commissions severance pay and other compensation; (viii) the Benefit Plans in which the individual participates; (ix) their annual vacation entitlementobligations under applicable Law with respect to its Employees, including without limitation, any sick leave, extended leave or medical leave, 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 individual who is on leave of absence together Buyer shall have no liability or obligation with the reason for the leave, their last date of active service and their expected date of return respect to work; and (xii) an indication of any individual who is party to a written employment or independent contractor agreement with SellerEmployees.
(c) Seller has provided Buyer with correct agrees to honor and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to assume Seller’s employeesobligations to the Continuing Employees for vacation leave accrued but unused on the Closing Date to the extent such obligations are included in the calculation of the Purchase Price hereunder.
(d) Except as set forth in the Employee Matters Disclosure ScheduleBuyer, there is no employment contract between Seller 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 Buyer’s 401(k) plan.
(e) 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 respect to Employee claims under the Family Medical Leave Act (“FMLA”) for (i) wrongful termination of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on failure to hire before the Effective Time or in connection with the Closing.
transactions contemplated by this Agreement because an Employee was not designated as a Continuing Employee, or (eii) None paid leave before, at and after the Effective Time while employed by Seller or Buyer to the extent of Seller’s employees are subject claims relating to any restrictions, including any non-competition agreement, which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior before the Effective Time. Seller shall reimburse Buyer for such amounts promptly upon receiving notice of such amounts from Buyer. For the avoidance of doubt, pursuant to the Closing Date.
preceding sentence, without limitation, Seller shall reimburse, indemnify and hold harmless, Buyer for any amounts by which (fa) All individuals characterized and treated by amounts Buyer, as the “Successor in Interest” of Seller as independent contractors are listed in the Employee 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 PlansFMLA, have been paid 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 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 Interest” of Seller, it is and has 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 Canada 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 1 contract
Samples: Asset Purchase Agreement (Hampton Roads Bankshares Inc)
Employment Matters. (a) Seller is not Schedule 1.1(a) of the Disclosure 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 (city, 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 Disclosure Letter contains a true and complete list of all 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 description of services.
(c) Sellers are not, and have never been, a party to, or otherwise bound by, any collective bargaining or other agreement with a labor organization representing any of its employeesthe Employees, and no such agreements are presently being negotiated. Since January 1No organizing efforts are presently being made or, 2013to Sellers’ Knowledge, threatened, with respect to the Employees by or on behalf of any labor organization, and in the past 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 Seller’s Sellers’ Knowledge, has there been any threat of, any strikematerial grievance, slowdowndispute, work stoppageinvestigation, lockoutcharge, concerted refusal claim, lawsuit or arbitration with respect to work overtime or other similar labor activity or dispute affecting Seller or any of its employees.
(b) 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 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employeesmatters.
(d) Except as set forth Sellers are not, and in the Employee Matters Disclosure Schedulepast three (3) years, there is no have not been, party to any material Action relating to any Employees, Sellers’ employment contract between Seller and practices with respect to the Employees, or any of its employees that is not terminable on the giving of reasonable notice in accordance with applicable labor or employment Law, nor and there are there any employment or other contracts providing for payments or other entitlementsno such pending, contingent or otherwiseor, on or in connection with to the ClosingKnowledge of Sellers, threatened, Actions.
(e) None Except as set forth on Schedule 4.18(e) of Seller’s employees are subject to any restrictionsthe Disclosure Letter, including any non-competition agreementthe employment of each Employee is terminable at will. Except as set forth on Schedule 4.18(e) of the Disclosure Letter, which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Dateof 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 as of the date of this Agreement given written notice to Sellers of his or her intent to terminate his or her employment.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 In the past two three (23) years under occupational health years, Sellers have not implemented any plant closing or mass layoff of employees that could implicate the Worker Adjustment and safety Laws have been made available Retraining Notification Act of 1988 (WARN Act), and no such action will be implemented prior to Buyer. There are no outstanding orders issued under the occupational health and safety Laws Closing, in each case relating to the Purchased AssetsBusiness.
(j) Except as set forth in the Employee Matters Disclosure Schedule, to the Knowledge of Seller, it is and has 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 Canada 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 1 contract
Samples: Asset Purchase Agreement (Evoqua Water Technologies Corp.)
Employment Matters. (a) 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 Employees through the Closing Date.
(b) 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, bound by, to any collective bargaining contracts or any other contracts, agreements or understandings with any labor unions or other agreement with representatives of the Seller Employees (a labor organization representing “Labor Contract”); (ii) Seller is not subject to any of its employees. Since January 1, 2013, there union organizing activities; (iii) Seller has not beenbreached or otherwise failed to comply with any provision of any Labor Contract, norand 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, has there been any threat ofthereof, any strike, slowdown, work stoppage, lockout, concerted refusal by or with respect to work overtime or other similar labor activity or dispute affecting the Seller or any of its employees.
(b) Employees. 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 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 consent of any individual who labor union which is 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 a party to a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply any Labor Contract is not required to Seller’s employeesconsummate the transactions contemplated by this Agreement.
(d) Except as set forth in Buyer shall not assume any liability or 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 terms of such Employee Matters Disclosure Schedule, there is no employment contract between Seller and any of its employees that is not terminable on the giving of reasonable notice in accordance with Benefit Plan or applicable Law. Seller shall retain all liability and responsibility for benefits, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection administration and compliance with the Closingterms of any and all Employee Benefit Plans and applicable Laws with regard to any and all Employee Benefit Plans.
(e) None To Seller’s 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 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 reason 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 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 Canada Pension Plan remittances or any other employment-related matter arising under applicable Laws, and there are no outstanding claims, complaints, investigations or orders under believe that any such Lawsevent could occur.
Appears in 1 contract
Employment Matters. (a) Seller is not a party to, bound by, any collective bargaining or other agreement with a labor organization representing any of 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 employees.
(b) The Employee Matters Disclosure Schedule 4.27 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 location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-timeall Employees, 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 individual who is on leave of absence together with the reason for 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 most recently completed fiscal year or payable in the current fiscal year to each such Employee, the date upon which such wage, salary, rate or bonus became effective and the date upon which each such Employee was first hired by the Vendor. Except as disclosed, no Employee is on long-term disability leave, their last date of active service extended absence or receiving benefits pursuant to the Workplace Safety and their expected date of return to work; and Insurance Act (xii) an indication of any individual who is party to a written employment or independent contractor agreement with SellerOntario).
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(db) Except as set forth for those written employment contracts with salaried Employees identified in the Employee Matters Disclosure ScheduleSchedule 4.27, there is are no written contracts of employment contract between Seller and entered into with any Employees or any oral contracts of its employees that is employment which are not terminable on the giving of reasonable notice in accordance with applicable Lawlaw.
(c) Except as set out in Schedule 4.27 there are no employment policies or plans, including policies or plans regarding incentive compensation, stock options, severance pay or other terms or conditions of employment or terms or conditions upon which Employees may be terminated, which are binding upon the Vendor.
(d) The Business has been and is being operated in compliance in all material respects with all Laws relating to employees, including employment standards, Occupational Health and Safety Laws, human 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 of the Vendor are there any employment threatened claims or other contracts providing for payments complaints, against the Vendor pursuant to any such Laws. To the knowledge of the Vendor nothing has occurred which might lead to a claim or other entitlementscomplaint against the Vendor under any such Laws. There are no issued or, contingent to the knowledge of the Vendor, pending decisions or otherwise, on settlements which place any obligation upon the Vendor to do or in connection with the Closingrefrain from doing any act.
(e) None of Seller’s employees are All current assessments under the Workplace Safety and Insurance Act (Ontario) in relation to the Business have been paid or accrued by the Vendor and the Business has not been and is not subject to any restrictions, including any non-competition agreement, special or penalty assessment or surcharge under such legislation which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Datehas not been paid.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee Matters Disclosure Schedule. Each independent contractor The Vendor 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 Buyerthe Purchaser for review, all inspection reports under the Occupational Health and Safety Act (Ontario) relating to the Business. There are no outstanding inspection orders issued made under the occupational health Occupational Health and safety Laws Safety Act (Ontario) relating to the Purchased Assets.
(j) Business. Except as set forth in Schedule 4.27, the Employee Matters Disclosure Schedule, to the Knowledge of Seller, it is and has been Vendors are operating in compliance with all terms Occupational Health and conditions of employment and Safety Laws in all Laws pertaining to employmentmaterial respects, including employment standardsbut not limited to the Workplace Hazardous Materials Information System (WHMIS), labour standardsin connection with the Business. To the knowledge of the Vendor, 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 Canada Pension Plan remittances or any other employment-related matter arising under applicable Laws, and there are no outstanding claimspending or threatened charges against the Business under Occupational Health and Safety Laws relating to the Business. Except as set out in Schedule 4.27, complaintsthere have been no fatal or critical accidents which have occurred in the course of the operation of the Business which might lead to charges under Occupational Health and Safety Laws. To the knowledge of the Vendor, investigations or orders 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 Vendor has complied in all respects with any Remedial Orders issued under Occupational Health and Safety Laws. To the knowledge of the Vendor, there are no appeals of any such LawsRemedial Orders under Occupational Health and Safety Laws relating to the Business which are currently outstanding.
Appears in 1 contract
Employment Matters. (a) Seller is As to employees of the 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 party todesignated date of return (the “Business Employees”), bound by, any collective bargaining or other agreement with a labor organization representing any of its employees. Since January 1, 2013, there has not been, northe Purchaser agrees: (i) for the 12-month period following the Closing Date, to Seller’s Knowledgeprovide, has there been 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 threat oflimitations regarding pre-existing conditions, exclusions and waiting periods under any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting Seller 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 employeesAffiliates 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 Pearson Group Pension Plan (the “Pearson Plan”); and (iv) to recognize any unused accrued sick, vacation or personal leave days that such Business Employee has accrued as of the Closing Date for purposes of the vacation plan or policies of the Purchaser or its Affiliates. To the extent required by applicable Law, the Purchaser shall cause the Companies to hire any former employee of the Companies or their Subsidiaries who return to work following long-term disability leave or another leave without a designated date of return.
(b) The Without limiting the scope of Section 8.7(a), should the employment of any Business Employee Matters Disclosure Schedule sets forth a complete list of each 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 independent contractor of Seller which indicates for each individual: (i) their position or title; (ii) the 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 benefits in an amount no less than that to bonuses, incentive schemes, benefits, commissions and other compensation; (viii) the Benefit Plans in which the individual participates; Business Employee would have been entitled pursuant to the terms of the severance pay plan applicable to such employee (ix) their annual vacation entitlementtaking into account both pre-Closing and post-Closing service performed by such Business Employee, and accrued and unused vacation entitlement; (x) their annual paid time off entitlement, and accrued and unused paid time off entitlement; (xi) an indication without regard to the ability of any individual who is on leave of absence together with the reason for plan administrator thereunder to reduce 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 a written employment or independent contractor agreement with Sellerseverance levels).
(c) Seller The Purchaser acknowledges that PGS has provided Buyer with correct and complete copies of all employment entered into retention/severance agreements and independent contractor agreements for each employee and independent contractor of Sellerarrangements (the “Retention/Severance Agreements”) with certain Business Employees, as well listed on Section 8.7(c) of the Seller 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 all material handbooks and policies that apply to Seller’s employeesdefined in such agreements) shall equal six hundred million dollars ($600,000,000).
(d) Except Upon or as set forth soon as practicable after the Closing, the 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 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 date of transfer, and the transfer shall be in cash, except that outstanding loan balances shall be transferred in the Employee Matters Disclosure Schedule, there is no employment contract between Seller and any form of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment notes or other contracts providing documentation evidencing such loans.
(e) The Sellers and their Affiliates (excluding the Companies and their Subsidiaries) shall retain responsibility for payments and continue to pay all medical, life insurance, disability, and other welfare plan expenses and benefits for each Business Employee with respect to claims incurred by such Business Employees or other entitlementstheir covered dependents prior to the Closing Date. Purchaser shall cause the Companies or their Subsidiaries to be responsible for all health, contingent disability and workers compensation claims in respect of the Business Employees (or otherwise, 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 connection 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 salary continuation, following the Closing.
(ef) None Without limiting the scope of Seller’s employees Section 8.7(a), the Purchaser shall cause the Companies or their Subsidiaries to assume the 2006 Annual Incentive Plan in respect of the Business Employees and pay bonuses thereunder in respect of the full calendar year 2006 in the amounts and manner that such bonuses would have been payable had the transactions contemplated by this Agreement not occurred.
(g) Notwithstanding anything herein to the 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 subject comparable to any restrictions, including any non-competition agreement, current employee benefits and further shall maintain cash compensation levels which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially are no less favorable than the same capacity as the employee carried on employment with Seller cash compensation levels provided to UK Business Employees immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 accruedcurrent employee benefits cannot reasonably be continued for practical reasons, are reflected 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 full in accordance with the Books appropriate information and Recordsconsultation process required under English common law and statute.
(h) There With respect to the 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 no outstanding or unaccrued assessmentsat least broadly equivalent in value overall for each employee to those they were accruing under the Pearson Plan immediately before Closing, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant 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 any workers’ compensation Laws. No audit of Seller is currently being performed under any workers’ compensation Lawsthe death in service benefits they were accruing immediately before the Closing.
(i) All orders 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 inspection reports 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 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 Seller in the past two (2) years under occupational health Purchaser’s Plan, and safety Laws have been made available to Buyer. There which are no outstanding orders issued under the occupational health and safety Laws relating to the Purchased Assetsprovided 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 set forth otherwise provided in this Section 8.7, neither the Employee Matters Disclosure SchedulePurchaser nor any of its Affiliates shall adopt, become a sponsoring employer of, or have any liabilities or obligations with respect to the Knowledge of Seller, it is and has 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 Canada 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 LawsSellers Benefit Plans.
Appears in 1 contract
Samples: Stock Purchase Agreement (PAS, Inc.)
Employment Matters. (a) No Employee of Seller Entities is not a party to, bound by, represented by any union or any collective bargaining or other agreement with a labor organization representing any of 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 employees.
(b) 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 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 entitlementagreement, 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 individual who is on leave of absence together with to 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor Knowledge of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) Except as set forth in the Employee Matters Disclosure Schedule, there is no employment contract between organization effort currently being made or threatened by or on behalf of any labor union with respect to Employees of Seller Entities. No labor organization or group of Employees of Seller Entities has made a pending demand for recognition or certification, and any of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 representation or unaccrued assessments, penalties, fines, liens, charges, surcharges, certification proceedings or other amounts due petitions seeking a representation proceeding 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 Scheduleunfair labor practice charges or complaints presently pending or, to the Knowledge of Seller, it is and has been threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. Except as set forth on Section 4.12(a) of the Disclosure Schedules, there are no material grievances or other material labor disputes pending or, to the Knowledge of Seller, threatened against or involving Seller Entities. Seller Entities have not experienced any strike, material labor trouble, work stoppage, slow down, lockout, or other interference with or impairment of its Business.
(b) To Seller’s Knowledge, Seller Entities are in compliance in all material respects with all applicable Laws pertaining to employment practices, including but not limited to equal employment opportunity, terms and conditions of employment and all Laws pertaining to employment, including employment standards, labour standards, wagesbenefits, hours of work, work and overtime, human rights, pay equity, employment equity, pensions, occupational health and safety, immigration, workers’ compensation, income tax withholding, payroll taxes, the Canada Pension Plan remittances or any other employment-related matter arising under applicable Lawstorts, wrongful termination, sexual harassment, employment discrimination, retaliation, leaves of absence, worker classifications as exempt and non-exempt and as employee or contractor, labor relations, occupational safety and health, employment-related immigration and authorization to work in the United States, notice of plant closings or mass layoffs, employee waivers of liability, privacy of employee medical information and otherwise, and proper classification of all service providers as employees versus independent contractors, and other laws related to employment, and there are no outstanding claimsmaterial arrears with the payment of wages, complaintsand no actions against Seller Entities for the same are pending or, investigations to the Knowledge of Seller, threatened.
(c) No Seller Entity is deemed a governmental contractor or orders under governmental subcontractor by the United States federal government or any such Lawsstate government. None of the Assigned Contracts obligate Seller Entities to enforce any vaccine mandates, require any COVID-19 testing, or attest to, or undertake, any affirmative action requirements related thereto.
(d) Notwithstanding anything in this Agreement to the contrary, the representations and warranties set forth above in this Section 4.12 shall constitute the sole and exclusive representations and warranties of Seller with respect to employment matters.
Appears in 1 contract
Employment Matters. (a) Seller is not a party to, bound by, None of the Transferred Employees are subject to any collective bargaining agreement or other similar agreement with a labor organization representing any of its employees. Since January 1, 2013, there has not been, nor, union or similar employee association with respect 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 their employment by the Assignor TBG Entities or any of its employees.
their Affiliates, no labor union or similar employee association has been certified by the National Labor Relations Board (bthe “NLRB”) The Employee Matters or any comparable entity as a bargaining representative with respect to any of the Transferred Employees and, to the knowledge of the Assignor TBG Entities, no representation petition respecting any of the Transferred Employees has been filed with the NLRB or any comparable entity. To the knowledge of the Assignor TBG Entities, except as set forth on Schedule 2.6(a) of the Disclosure Schedule sets forth a complete list Schedule, there are no current efforts to organize any of the Transferred Employees into any collective bargaining unit or any solicitation of them to join any labor organization, in each employee 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, the Assignor TBG Entities are in material compliance with all applicable laws respecting employment and independent contractor employment practices, pay equity, occupational safety and health standards, terms and conditions of Seller which indicates for each individual: (i) their position or title; (ii) the 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 wages and unused vacation entitlement; (x) their annual paid time off entitlementhours except for instances of noncompliance that, and accrued and unused paid time off entitlement; (xi) an indication of any individual who is on leave of absence together with individually or in 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) aggregate are not material. Except as set forth in on Schedule 2.6(b) of the Employee Matters Disclosure Schedule, there is no employment contract between Seller and any of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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, liensliens (other than any Existing Encumbrances), charges, surcharges, or other amounts amounts, in each case, of a material nature, due or owing pursuant to any workplace safety and insurance/workers’ compensation Lawslegislation in respect of the Business. No audit Schedule 2.6(c) of Seller is currently being performed under any workers’ compensation Laws.
(i) All orders the Disclosure Schedule sets forth all wages and inspection reports received by Seller in the past two (2) years under occupational health and safety Laws have been made available other amounts accrued with respect to Buyer. There are no outstanding orders issued under the occupational health and safety Laws relating Transferred Employees for all periods ending prior to the Purchased Assets.
Closing Date (j) Except the “Employee Payments”), and, except as set forth in on Schedule 2.6(d) of the Employee Matters Disclosure Schedule, Schedule and with respect to the Knowledge of Seller, it is and has 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 taxesAssumed Benefits, the Canada Pension Plan remittances Assignor TBG Entities have paid all Employee Payments owing on or any other employment-related matter arising under applicable Laws, and there are no outstanding claims, complaints, investigations or orders under any such Lawsprior to the date hereof.
Appears in 1 contract
Employment Matters. (a) Seller is not a party to, bound by, any collective bargaining or other agreement with a labor organization representing any Prismic's sole Employees as at the date of 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 employeesthis Agreement and as at the Closing will be Xxxxxxx Xxxxxx and Xxxxx Xxxxxxxx.
(b) The Prismic does not have any 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 Employees, directors or officers, or former Employees, directors or officers, of Prismic, or any spouses, dependents or survivors of any Employee Matters Disclosure Schedule sets forth or former Employee of Prismic, or in respect of which Prismic is a complete list of each employee and independent contractor of Seller which indicates for each individual: (i) their position party to or title; (ii) the location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-timebound by or is obligated to contribute or in any way liable, part-time whether or temporary; (vi) their hourly wage not insured or annual salary; (vii) their entitlement whether or not subject to bonusesany Applicable Laws, including bonus, deferred compensation, incentive schemescompensation, 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, commissions education assistance, equity or equity-based compensation, change of control benefits, profit-sharing, mortgage assistance, employee loan, employee assistance and other compensation; (viii) the Benefit Plans in which the individual participates; (ix) their annual vacation entitlementpension, retirement 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 individual who is 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 a written employment or independent contractor agreement with Sellersupplemental retirement plans.
(c) Seller has provided Buyer with correct Prismic does not have any obligation to pay any change-in-control, sale, completion, incentive, stay, retention and complete copies similar bonuses or payments to any current or former Employee, officer or director as a result of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employeesthe transactions contemplated by this Agreement.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior Prismic has provided to the Closing Date.
(f) All individuals characterized and treated by Seller as Purchaser a list of all independent contractors are listed in to Prismic, and the Employee Matters Disclosure SchedulePurchaser 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 Seller Prismic has not received any notice in writing or any material oral notice from any Governmental Authority Body disputing such classification.
(e) Prismic is 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 or affiliated bargaining agent, which would cover any of the Employees.
(f) Since incorporation of Prismic, no notice in writing has been received by Prismic, any Majority Shareholder or any Affiliate thereof of any complaint filed by any of its Employees or former Employees against Prismic or any current or former director or officer thereof, or is threatened or pending, claiming or alleging that Prismic has violated any Applicable Laws with respect to employee or human rights or of any complaints or actions of any kind involving Prismic before any Governmental Body.
(g) All amounts due and owing No Employee has stated that he or accrued, but not yet owing, for all employee she will resign or independent contractor compensation, including salary, wages, overtime, bonuses, commissions, vacation pay, sick days, other compensation payments, pension benefits retire or benefits under cease to provide work or services as a result of the Benefit Plans, have been paid in full or, if accrued, are reflected in full in closing of the Books and Recordstransactions contemplated by this Agreement.
(h) There are is no outstanding notice of assessment, provisional assessment, reassessment, supplementary assessment, penalty assessment or unaccrued assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workers’ compensation Laws. No audit increased assessment Prismic has received before the date of Seller is currently being performed under any workers’ compensation Laws.
(i) All orders and inspection reports received by Seller in this Agreement during the past two (2) three years under occupational health from any workplace safety and safety Laws have been made available to Buyer. There are no outstanding orders issued under insurance or workers compensation board or similar Governmental Body in any jurisdiction where the occupational health and safety Laws relating to the Purchased AssetsBusiness is carried on that remain unpaid.
(j) Except as set forth in the Employee Matters Disclosure Schedule, to the Knowledge of Seller, it is and has 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 Canada 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 1 contract
Employment Matters. (a) Schedule 3.20(a) contains a list of all Persons who are employees, consultants, or independent contractors of Seller as of the date hereof, and sets forth for each such Person the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; (vi) severance and change in control benefits; and (vii) a description of the fringe benefits provided to each such Person as of the date hereof. As of the date hereof, all compensation, including wages, commissions and bonuses, payable to current or former employees, consultants, or independent contractors of 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 no outstanding agreements, understandings or commitments of Seller with respect to any commissions, bonuses or increases in compensation.
(b) The Seller is not, and has not been for the past three (3) years, a party to, bound by, or negotiating any collective bargaining agreement or other agreement Contract with a union, works council or labor organization representing any of its employees. Since January 1(collectively, 2013“Union”), and there is not, and has not beenbeen for the past three (3) years, norany Union representing or purporting to represent any employee of Seller, and, to Seller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity disruption or dispute affecting Seller or any of its employees.
(b) . 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 location of their employment; (iii) their start date; (iv) their cumulative length of service has no duty to bargain 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 individual who is 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 a written employment or independent contractor agreement with SellerUnion.
(c) The Seller is and has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as been in compliance in all material handbooks respects with all applicable Laws pertaining to employment and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) None of Seller’s employees are subject to any restrictionspractices, including any non-competition agreementall Laws relating to labor relations, which would prevent such employee from entering into an equal employment relationship with Buyer opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) 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 listed in the Employee 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 in 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 Buyermaterial respects. There are no outstanding orders issued under 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 occupational health and safety Laws relating to the Purchased Assets.
(j) Except as set forth in the Employee Matters Disclosure Scheduleemployment of any current or former applicant, to the Knowledge employee, consultant, volunteer, intern or independent contractor of Seller, it is and has been in compliance with all terms and conditions of employment and all Laws pertaining including, without limitation, any claim relating to employment, including employment standards, labour standards, wages, hours of work, overtime, human rights, pay equityunfair labor practices, employment equitydiscrimination, pensionsharassment, occupational health retaliation, equal pay, wage and safety, immigration, workers’ compensation, income tax withholding, payroll taxes, the Canada Pension Plan remittances hours or any other employment-employment related matter arising under applicable Laws, and there are no outstanding claims, complaints, investigations or orders under any such Laws.
Appears in 1 contract
Employment Matters. (a) Seller Section 2.15(a) of the Disclosure Schedule 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: (1) 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 employee is not 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 participates in health, dental, disability or life insurance benefits as of the date hereof; and (10) for employees on leave of absence, a party tobrief description of the type of leave being taken (including short term leave for illness, bound byworkers’ compensation, any collective bargaining military leave, maternity leave, intermittent or other agreement continuous leave under the Family and Medical Leave Act of 1993, short-term disability, salary continuation, on layoff with a labor organization representing any 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 its employeesSection 2.15(a) of the Disclosure Schedule reflecting the above information as of the payroll date immediately preceding the Closing. Since January 1Sellers have provided true and correct copies of all Contracts with independent contractors providing services to the Business. As of the payroll date immediately preceding the Closing, 2013all 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 payroll period which includes the Closing Date, Sellers will pay such compensation on Sellers’ next payroll date immediately following the Closing. Except as set forth on Section 2.15(a) of the Disclosure Schedule, there has not beenare no outstanding agreements, norunderstandings or commitments in connection with the Business with respect to any compensation, to Seller’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime commissions or other similar labor activity or dispute affecting Seller or any of its employeesbonuses.
(b) The Employee Matters Section 2.15(b) of the Disclosure Schedule sets forth lists each collective bargaining agreement, side agreement, memorandum or other written understanding with any Union to which any Seller is a complete list of each employee and independent contractor of Seller which indicates for each individual: (i) their position party in connection with the Business or title; (ii) the location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-timeAcquired Assets, part-time including any supplemental pension agreements 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 entitlementparticipation agreements, and accrued and unused vacation entitlement; 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, (x1) their annual paid time off entitlementrecognized any union, and accrued and unused paid time off entitlement; works council or labor organization (xicollectively, a “Union”) an indication as the representative of any individual who Business Employees, and, to Sellers’ Knowledge, no Union or group of employees is on leave of absence together with the reason currently seeking or has sought to organize any Business Employees for the leavepurpose of collective bargaining or (2) experienced any labor strike, 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 a written employment lockout, slowdown or independent contractor agreement with Seller.other work stoppage. 21
(c) For the last three years, each Seller has provided Buyer complied and is complying with correct and complete copies WARN or any other applicable Law respecting reductions in force or the impact on employees of all employment agreements and independent contractor agreements for each employee and independent contractor plant closings, mass layoffs or sales of Seller, as well as all material handbooks and policies that apply to Seller’s employeesbusinesses.
(d) Except as set forth in In the Employee Matters Disclosure Schedulelast six months, there is no employment contract between 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 its employees that is not terminable on any facility related to the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the ClosingBusiness.
(e) None Since January 1, 2011, Sellers have utilized the Department 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.Homeland
(f) All individuals characterized Since January 1, 2011, Seller 1 has maintained a substance abuse policy at each facility where Business Employees are employed and treated by Seller as independent contractors are listed has complied with the policy in the Employee Matters Disclosure Scheduleall material respects. 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 accruedSince January 1, but not yet owing2011, 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 relation to the Purchased Business and the Acquired Assets.
(j) Except as set forth in the Employee Matters Disclosure Schedule, to the Knowledge of Seller, it each Seller is and has been in compliance with all the terms and conditions of employment the Collective Bargaining Agreements and all applicable Laws pertaining to employmentemployment and employment practices. Since January 1, including employment standards2011, labour standardsthere have not been any lawsuits, wagesaudits, hours written notices received by a Seller of workadministrative actions, overtimeproceedings or, human rightsto Sellers’ Knowledge, pay equity, employment equity, pensions, occupational health and safety, immigration, workers’ compensation, income tax withholding, payroll taxes, the Canada Pension Plan remittances or any other employment-related matter arising under applicable Lawsinvestigations pending, and to Sellers’ Knowledge there are presently no outstanding claimslawsuits, complaintsaudits, administrative actions, proceedings or investigations threatened to be brought or orders under filed, against any such LawsSeller or the Business by or with any Governmental Entity or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor performing services in relation to the Business.
Appears in 1 contract
Employment Matters. (a) Seller is The Company does not a party tohave and, bound bysince the Reference Date, has not had any collective bargaining or other agreement with a labor organization representing any of its employees. Since January 1Table of Contents
(b) The Company is in compliance in all material respects with all Laws relating to employment, 2013including without limitation all Laws concerning equal employment opportunity, there has not beennondiscrimination, norleaves and absences, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar Taxes, occupational safety and health, and plant closing. There are no unresolved employment-related charges, claims, complaints or lawsuits involving the Company.
(c) As of the date of this Agreement, to the Seller’s Knowledge, has there been any threat of, any is no labor strike, slowdown, work stoppage, lockoutlockout or similar material labor dispute pending or, concerted refusal to work overtime the Seller’s Knowledge, threatened in writing against the Company. To the Seller’s Knowledge, as of the date of this Agreement, no union organization campaign is in progress or other similar labor activity or dispute affecting threatened with respect to any employees of the Seller or any of its employees.
Affiliates who provide material services to the Company as of the Closing (bthe “Business Employees”) The Employee Matters and no question concerning representation exists respecting such Business Employees. Section 4.18(c) of the Seller Disclosure Schedule sets forth a complete the list of employment agreements and collective bargaining agreements to which the Company is a party (in each employee and independent contractor case, whether written or oral). Except for those Business Employees covered by an agreement disclosed in Section 4.18(c) of the Seller which indicates for each individual: (i) Disclosure Schedule, all Business Employees are employed at-will such that the employer of such Business Employee may lawfully terminate their position or title; (ii) the location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-employment at any time, part-time with or temporary; (vi) their hourly wage without cause and with or annual salary; (vii) their entitlement to bonuseswithout notice, incentive schemeswithout payment of any kind other than for earned wages and accrued, 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 but unused paid time off entitlement; (xi) an indication benefits, without creating a legal cause of any individual who is on leave of absence together with action against 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employeesCompany.
(d) Except as set forth in on Section 4.18(d) of the Employee Matters Seller Disclosure Schedule, there are no pending or, to the Seller’s Knowledge, threatened claims or charges against the Company by any Business Employee arising out of the denial or termination of employment or out of any matters relating to a workplace environment, including, without limitation, unfair labor practices, employment discrimination, and wrongful retaliation. The Form I-9 qualifications for employment of each Business Employees under applicable immigration Laws have been reviewed by the employer of such Business Employee and a properly completed Form I-9 is on file with respect to each Business Employee and former Business Employee as required by applicable Law. The employer of such Business Employees has complied in all material respects with the U.S. Immigration and Nationality Act, as amended from time to time, and the rules and regulations promulgated thereunder, and to the Seller’s Knowledge, there is no employment contract between Seller and basis for any claim that the employer of its employees that such Business Employee is not terminable on in compliance in all material respects with the giving of reasonable notice terms thereof. The Seller has paid in full to all Business Employees, or adequately accrued for in accordance with applicable LawGAAP, nor are there any employment all wages, salaries, commissions and bonuses due to or on behalf of such Persons. Section 4.18(d) of the Seller Disclosure Schedule sets forth a true, correct and complete list of the names (or employee numbers), titles, date of hire, years of service, current annual salary or hourly wage rates (as applicable), bonus opportunity, hire date, accrued vacation, sick or other contracts paid-time-off, principal work location, exempt or non-exempt status and leave status of all current Business Employees providing for payments or other entitlements, contingent or otherwise, on or in connection with material services to the Closing.Company. Table of Contents
(e) None Except as set forth on Section 4.18(e) of Seller’s employees are subject to the Seller Disclosure Schedule, since the Reference Date, the Company has not effectuated (i) a “plant closing” as defined in the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101 et seq. (the “WARN Act”) (or any restrictionssimilar state, including local or foreign Law) affecting any non-competition agreementsite of employment or one or more facilities or operating units within any site of employment or facility of the Company or (ii) a “mass layoff” as defined in the WARN Act (or any similar state, which would prevent such employee from entering into an local or foreign Law) affecting any site of employment relationship with Buyer or carrying on employment with Buyer in substantially facility of the same capacity as the employee carried on employment with Seller immediately prior to the Closing DateCompany.
(f) All individuals characterized and treated by Seller as independent contractors are listed To the Seller’s Knowledge, no Business Employee is subject to any secrecy or noncompetition agreement or any other agreement or restriction of any kind that would impede in any way the Employee 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 ability of such classificationemployee to carry out fully all activities of such employee in furtherance of the business of the Company.
(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 on Section 4.18(g) of the Employee Matters Seller Disclosure Schedule, to the Knowledge Company has not, since the Reference Date, employed and does not currently employ or otherwise obtain the services of Sellerany “leased employee” (as such term is defined in Section 414(n) of the Code). All individuals who are performing, it is or since the Reference Date have performed, services for the Company and has been in compliance with all terms and conditions who are or were classified by the Company as an “independent contractor” qualify for such classification under Section 530 of employment and all Laws pertaining to employment, including employment standards, labour standards, wages, hours the Revenue Act of work, overtime, human rights, pay equity, employment equity, pensions, occupational health and safety, immigration, workers’ compensation, income tax withholding, payroll taxes, 1978 or Section 1706 of the Canada Pension Plan remittances or any other employment-related matter arising under applicable LawsTax Reform Act of 1986, and there such individuals are no outstanding claims, complaints, investigations or orders not entitled to any benefits under any such LawsEmployee Benefit Plans.
Appears in 1 contract
Employment Matters. (a) Seller Each of the Loan Parties and each of their Subsidiaries is not in compliance with the Labor Contracts and all applicable federal, state and local labor and employment Laws including those related to equal employment opportunity and affirmative action, labor relations, minimum wage, overtime, child labor, medical insurance continuation, worker adjustment and relocation notices, immigration controls and worker and unemployment compensation, except where the failure to comply could reasonably be expected to result in a party toMaterial Adverse Change. There are no outstanding grievances, bound byarbitration awards or appeals therefrom arising out of the Labor Contracts or current or threatened strikes, any collective bargaining picketing, handbilling or other agreement with a labor organization representing work stoppages or slowdowns at facilities of any of 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 the Loan Parties or any of its employeestheir Subsidiaries which in any case could reasonably be expected to result in a Material Adverse Change.
(b) The Employee Matters Disclosure Schedule sets forth a complete list Each of the Loan Parties, each of their Subsidiaries and each of the “related persons” (as defined in the Coal Act) of each employee Loan Party and independent contractor each Subsidiary of Seller which indicates for each individual: (i) their position or title; (ii) Loan Party are in compliance in all material respects with the location Coal Act. None of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-timethe Loan Parties, 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 any Subsidiary of any individual who is 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 Loan Party nor any related person of any individual who is party Loan Party or its Subsidiaries has any liability under the Coal Act except with respect to a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment premiums or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) None of Seller’s employees are subject to any restrictions, including any non-competition agreement, required thereunder which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 when due and except to the extent that the liability thereunder would not reasonably be expected to result in full ora Material Adverse Change. The Loan Parties and their Subsidiaries are in compliance in all material respects with the Black Lung Act, if accruedexcept to the extent excused by the Bankruptcy Code by virtue of commencement of the Cases or by order of the Bankruptcy Court. None of the Loan Parties nor any of their Subsidiaries has any liability under the Black Lung Act except with respect to premiums, are reflected in full in the Books and Records.
(h) There are no outstanding or unaccrued assessments, penalties, fines, liens, charges, surcharges, contributions 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 payments required thereunder which have been made available to Buyer. There are no outstanding orders issued under the occupational health paid when due and safety Laws relating except to the Purchased Assetsextent that the liability thereunder would not reasonably be expected to result in a Material Adverse Change.
(j) Except as set forth in the Employee Matters Disclosure Schedule, to the Knowledge of Seller, it is and has 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 Canada 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 1 contract
Samples: Credit Agreement (Arch Coal Inc)
Employment Matters. (a) Schedule 5.10(a) of the Disclosure Schedule attached hereto sets forth all employees of Seller involved primarily in the operation and business of AVRL whom have been identified by Buyer as potential hires for Buyer upon the Closing (the “Specified Employees”) as of the date hereof, including any employee who is not on a party toleave of absence of any nature, bound bypaid or unpaid, any collective bargaining authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; and (v) commission, bonus or other agreement with a labor organization representing any of its employeesincentive-based compensation. Since January 1[*] = Certain confidential information contained in this document, 2013, there has not been, nor, to Seller’s Knowledgemarked by brackets, has there been any threat ofomitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting Seller or any of its employeesas amended.
(b) The Employee Matters Disclosure Schedule sets forth a complete list As of each employee and independent contractor of Seller which indicates for each individual: (i) their position or title; (ii) the location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-timedate hereof, part-time or temporary; (vi) their hourly wage or annual salary; (vii) their entitlement to bonusesall compensation, incentive schemes, benefitsincluding wages, commissions and other bonuses payable to all employees of Seller who performed services for AVRL on or prior to the date hereof (“Employees”) have been paid in full and there are no outstanding agreements, understandings or commitments of Seller with respect to any compensation; (viii) , commissions or bonuses. Seller is and has been in compliance in all material respects with all applicable Laws pertaining to employment and employment practices to the Benefit Plans in which extent they relate to the individual participates; (ix) their annual vacation entitlementEmployees, including all Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and accrued termination of employees, working conditions, meal and unused vacation entitlement; (x) their annual paid time off entitlementbreak periods, privacy, health and accrued and unused paid time off entitlement; (xi) an indication of any individual who is on leave safety, workers’ compensation, leaves of absence together with and unemployment insurance. To 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor Knowledge of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All Employees all individuals characterized and treated by Seller as consultants or independent contractors of AVRL are listed in the Employee Matters Disclosure Schedule. Each properly treated as 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 contractors under 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 applicable 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 To the Knowledge of Seller, it is all Employees classified as exempt under the Fair Labor Standards Act and has been state and local wage and hour laws are properly classified. There are no Actions against Seller pending, or to the Seller’s Knowledge, threatened in compliance writing to be brought or filed, by or with all terms and conditions any Governmental Authority or arbitrator in connection with the employment of employment and all Laws pertaining any current or former applicant, employee, consultant, volunteer, intern or independent contractor of AVRL, including, without limitation, any claim relating to employment, including employment standards, labour standards, wages, hours of work, overtime, human rights, pay equityunfair labor practices, employment equitydiscrimination, pensionsharassment, occupational health retaliation, equal pay, wages and safety, immigration, workers’ compensation, income tax withholding, payroll taxes, the Canada Pension Plan remittances hours or any other employment-employment related matter arising under applicable Laws, and there are no outstanding claims, complaints, investigations or orders under any such Laws.
Appears in 1 contract
Employment Matters. (a) Seller 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 party toMaterial Adverse Change and there are no outstanding claims, bound bycomplaints, investigations or orders under any collective bargaining or other agreement with a labor organization representing any such Applicable Laws and to the knowledge of its employees. Since January 1, 2013, the Vendor 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 employeesis no basis for such claim.
(b) The Employee Matters Vendor has not and is not engaged in any unfair labour practice and no unfair labour practice complaint, or application, to the knowledge of the Vendor, is pending or, Threatened against the Vendor.
(c) Schedule 4.1(32)(c) of the Disclosure Schedule Letter sets forth a complete the list of each employee and independent contractor of Seller New Afton Employees, which indicates for each individualindicates: (i) their position or title; (ii) the title of each New Afton Employee and the location of their employment; (ii) the date each New Afton Employee was hired; (iii) their start datewhich New Afton Employees are subject to a written employment agreement with the Vendor; (iv) their cumulative length the annual wage of service with Seller; (v) their status as full-timeeach New Afton Employee at the date of such list, part-time or temporary; (vi) their hourly wage or annual salary; (vii) their entitlement 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 compensationmaterial compensation to which each New Afton Employee is entitled; (viiiv) the Benefit Plans in annual and the number of accrued unused vacation days to which each New Afton Employee is entitled on the individual participatesdate of such list; (ixvi) 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 the New Afton Employees that are not actively working on the date of any individual who is on this Agreement due to leave of absence together with the reason for the leaveabsence, their last date of active service and their expected date of return to workillness, injury, accident or other disabling condition; and (xiivii) an indication the equity compensation (including, for greater certainty, options and restricted share units) held by each New Afton Employee on the date of any individual who is party to a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employeessuch list.
(d) Except Schedule 4.1(32)(d) of the Disclosure Letter lists: (i) all Contracts with any New Afton Employee who acts as set forth a manager or executive in the Employee Matters Disclosure Schedulerespect of Operations; and (ii) all Contracts with any New Afton Employees that provide for severance, there is no employment contract between Seller and any of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment termination or other contracts providing for similar payments or other entitlements, contingent or otherwise, on or in connection with the Closingentitlements of more than $200,000.
(e) None of Seller’s employees are subject The Vendor is not currently, and has not been, a party to any restrictionsCollective 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 respect to any of the New Afton Employees including any non-competition agreementby way of certification, which would prevent such employee from entering into an employment relationship with Buyer interim certification, voluntary recognition, related employer or carrying on employment with Buyer in substantially successor employer rights, or, to the same capacity Vendor’s Knowledge, has applied or Threatened to apply to be certified as the employee carried on employment with Seller immediately prior to bargaining agent of any of the Closing DateNew Afton Employees.
(f) All individuals characterized amounts due or accrued due for all salary, wages, bonuses, commissions, vacation with pay, sick days and treated by Seller as independent contractors are listed benefits under the Benefits Plans have either been paid or properly accrued and accurately reflected in the Employee Matters Books and Records.
(g) Schedule 4.1(32)(g) of the Disclosure Schedule. Letter sets 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) Each independent contractor of the Vendor has been properly classified by the Vendor as an independent contractor contractor, and Seller the Vendor 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.
(hj) There are no outstanding or unaccrued assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workers’ workplace safety and compensation Laws. No legislation and, to the knowledge of the Vendor, no audit of Seller the Vendor is currently being performed under pursuant to any workers’ applicable workplace safety and compensation Laws.
(i) All orders and inspection reports received by Seller in legislation. To the past two (2) years under occupational health and safety Laws have been made available to Buyer. There knowledge of the Vendor, there are no outstanding orders issued pending charges made under the occupational health and safety Laws Workers Compensation Act (British Columbia) or regulations thereunder relating to the Purchased Assets.
(j) Except as set forth Vendor in respect of the Employee Matters Disclosure Schedule, to the Knowledge of Seller, it is and has 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 Canada Pension Plan remittances or any other employment-related matter arising under applicable LawsOperations, and there are have been no outstanding claims, complaints, investigations fatal or orders critical accidents at the New Afton Mine within the last two years that might reasonably be expected to lead to charges involving the Vendor under any such Lawsthe Workers Compensation Act (British Columbia) or regulations thereunder.
Appears in 1 contract
Employment Matters. (a) The Company does not have, and since the Seller Acquisition Date has not had, any employees. A list of certain individuals employed by an Affiliate of Seller (the “Business Employees”) has been made available to Buyer. As of the Closing Date, the Business Employees provide services primarily or exclusively in connection with the business of the Company. The aggregate annualized base salaries, target incentive compensation and other compensation opportunities for all Business Employees and a list of the job title and hire date and location of employment for each Business Employee have been made available to Buyer.
(b) The Company does not sponsor or maintain, and since the Seller Acquisition Date has not sponsored or maintained, any Employee Benefit Plan. As of the Closing Date, the Business Employees participate in Employee Benefit Plans of an Affiliate of Seller (the “Employee Plans”).
(c) The Company has made available to Buyer (i) a list of the Employee 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) No Business Employee is represented by a labor union or similar representative of employees and the Company is not a party to, to or bound by, any by a collective bargaining agreement or any other agreement Contract with a labor organization representing any union or similar representative of its employees. Since January 1, 2013In the last two (2) years, there has not been, norhave been no union certification or representation petitions or demands with respect to the Company or a Business Employee and, to Seller’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal no union organizing campaign or similar effort is pending or threatened with respect to work overtime the Company or other similar labor activity or dispute affecting Seller or any of its employees.
(b) 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 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Business Employee. To Seller’s employees.
(d) Except as set forth in the Employee Matters Disclosure ScheduleKnowledge, there is no employment contract between Seller and any of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Lawlegal, nor are there any employment administrative or other contracts providing for payments 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 entitlements, contingent or otherwise, on or in connection individual who has provided services with respect to the ClosingCompany.
(e) None of Seller’s employees The transactions contemplated by the Transaction Agreements are subject not reasonably anticipated to any restrictions, including any non-competition agreement, which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer result in substantially the same capacity as the employee carried on employment with Seller immediately prior ERISA Liability to the Closing Date.
(f) All individuals characterized Company. The Company does not sponsor and treated by Seller as independent contractors are listed is not obligated to contribute to, and does not have any current or potential liability in the Employee 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 respect of Seller is currently being performed under any workers’ compensation Laws.
(i) All orders and inspection reports received by Seller 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 past two Code or (2iii) years under occupational health and safety Laws have been made available to Buyer. There are no outstanding orders issued under a “multiple employer welfare arrangement” within 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 meaning of Seller, it is and has 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 Canada 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.Section 3(40)
Appears in 1 contract
Employment Matters. (a) Each of the Sellers shall use their commercially reasonable efforts to retain all of the employees engaged in the Business, and to maintain in good standing through the 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 offered employment by the Purchaser; provided, that the foregoing shall not require that any Seller is not a party to, bound by, offer any collective bargaining compensation or other agreement with a labor organization representing any incentives in addition to the compensation and benefits being provided or required to be provided as of 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 the date of its employeesthis Agreement.
(b) The Employee Matters Disclosure Schedule sets forth a complete list Sellers will terminate all Purchaser Hires as of each employee and independent contractor the Closing Date. It is the intention of Seller which indicates for each individual: (i) their position or title; (ii) the 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 Purchaser to bonuses, incentive schemes, benefits, commissions and other compensation; (viii) the Benefit Plans in which the individual participates; (ix) their annual vacation entitlementhire some, and accrued perhaps all, of the persons employed by Sellers in the Business as of the Closing Date. Sellers agree that the Purchaser retains sole and unused vacation entitlement; (x) their annual paid time off entitlementcomplete 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 accrued general personnel matters and unused paid time off entitlement; 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 (xi) an indication subject to obtaining any legally required written permission of any individual who is affected employee or consultant and to other applicable law). The Sellers shall be solely responsible for any notification and liability under WARN relating to any termination of any of Seller's employees occurring on leave of absence together with or after the reason for the leave, their last date of active service 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 their expected date hold Purchaser harmless from any and all damages, liabilities, claims or expenses incurred by the Purchaser as a result of return the failure of the Sellers to work; comply with any 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 the case of notices required by WARN or other statutes, at least five (xii5) an indication Business Days) in advance of any individual who is party giving such notice to a written employment or independent contractor agreement with Selleremployees.
(c) Seller has provided Buyer with correct Sellers will be responsible for all liabilities for employee or agent compensation and complete copies benefits accrued or otherwise arising out of services rendered prior to Closing or arising by reason of actual, constructive or deemed termination at Closing. Without limitation of the preceding sentence, on the Closing Date Sellers shall pay all of the Purchaser Hires engaged in the Business the full amount, if any, to which they may be entitled for any compensation or accrued benefits, 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 agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employeessuch employees by Purchaser.
(d) Except The 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 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 for purposes of vacation accrual under the Purchaser's vacation policies, subject to the pro-rating schedules applicable to new employees of Purchaser as set forth 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 Purchaser to Purchaser Hires to be waived in respect of such employees and dependents, but only to the 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 Sellers' medical and dental plans in the Employee Matters Disclosure Schedulesame plan year.
(e) The Purchaser shall be responsible for providing continuation coverage as required by COBRA, there is no 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 respect to such employees, who have a COBRA qualifying event (due to termination of employment contract between Seller and any of its employees that is not terminable on with the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent Sellers or otherwise, on ) prior to or in connection with the Closing.
transactions contemplated by this Agreement (e) None the "CONTINUEES"). The Purchaser shall indemnify and hold Seller harmless from any and all damages, liabilities, claims or expenses incurred by the Seller as a result of Seller’s employees are subject the failure of the Purchaser to comply with any restrictionsof the requirements of COBRA, including any non-competition agreement, which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Dateapplicable notice requirements.
(f) All individuals characterized No provision of this Section 5.13 shall create any third party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of the Seller or of any of its subsidiaries in respect of continued employment (or resumed employment) with either the Business, the Purchaser any of its Affiliates and treated 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 Seller as independent contractors are listed in the Employee Matters Disclosure SchedulePurchaser or any of its Affiliates. Each independent contractor has been properly classified as an independent contractor and Seller has not received No provision of this Agreement shall constitute a limitation on rights to amend, modify or terminate after the Closing Date any notice from such plans or arrangements of the Purchaser or any Governmental Authority disputing such classificationof its Affiliates.
(g) All amounts due Purchaser shall assume all responsibilities and owing or accrued, but not yet owing, take all action necessary to obtain any required H-1 Visas 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 Recordsany Purchaser Hires.
(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 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 Canada 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 1 contract
Samples: Asset Purchase Agreement (GST Telecommunications Inc)
Employment Matters. (a) Seller is not Section 3.26 of the Vendor’s Disclosure Letter sets forth a party tocomplete and accurate list of all Employees, bound bytogether with their titles, any collective bargaining 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 agreement with a labor organization representing any material compensation paid since the beginning of its employeesthe most 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. Since January 1Section 3.26 of the Vendor’s Disclosure Letter also lists Employees on inactive status, 2013including lay-off, there has not beenshort-term disability leave, norlong-term disability leave, to Seller’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime pregnancy and parental leave or other similar labor activity extended absences, or dispute affecting Seller or any receiving benefits pursuant to workers’ compensation legislation, and specifies the last date of its employeesactive employment, the reason for the absence and the expected date of return of each such Employee.
(b) 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 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct Current and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor Employment Contracts or, where oral, written summaries of Seller, as well as all material handbooks and policies that apply the terms of the Employment Contracts have been delivered or made available to Seller’s employees.
(d) Except as set forth in the Employee Matters Disclosure Schedule, there is Purchaser. There are no employment contract between Seller and any of its employees that is Employment Contracts which are not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts Employment Contracts providing for payments cash, other compensation, benefits or other entitlementscontingent rights on Closing. To the knowledge of the Asset Vendor, contingent no executive employed in the Business has provided any written notice of his intent to terminate his or otherwise, on or in connection with the Closingher employment.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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.
(hc) There are no outstanding or unaccrued assessmentsClaims, penaltiespending Claims nor, finesto the knowledge of the Asset Vendor, liens, charges, surcharges, or other amounts due or owing threatened Claims 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 been in compliance with all terms and conditions of employment and all Laws pertaining to employmentEmployees or former employees, including employment standards, labour standards, wages, hours of work, overtime, human rights, pay equity, employment equity, pensionslabour relations, occupational health and safety, immigration, safety and workers’ compensation, income tax withholding, payroll taxes, .
(d) All current assessments under workers’ compensation legislation in relation to the Canada Pension Plan remittances Business and all of the Asset Vendor’s contractors and subcontractors have been paid or accrued by the Asset Vendor. The Business has not been and is not subject to any other employment-related matter arising additional or penalty assessment under applicable Laws, such legislation which has not been paid and there are no outstanding claims, complaints, investigations has not been given notice of any current or orders under any such Lawspending audit.
Appears in 1 contract
Samples: Purchase Agreement
Employment Matters. (a) 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 date such disability or leave commenced and the expected date of return to active employment, if it has been provided to Seller). Except as set forth on Schedule 4.11, there are no written employment contracts or severance agreements with any Business Employee.
(b) 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 Code). No Proceeding is pending or, to the Knowledge of Seller, threatened with respect to Seller’s 401(k) Plan (other 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 such Proceeding.
(c) Seller’s 401(k) Plan is qualified under Section 401(a) of the Code in all material respects and, to the Knowledge of the Seller, nothing has occurred that could reasonably be expected to negatively affect such qualified status.
(d) The 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 a party to, to or bound by, by any collective bargaining or other agreement with a labor organization representing any of its employeesthe Employees. Since January 1, 2013, there 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 disruption or dispute affecting Seller or any employees of its employees.
(b) 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 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 classificationBusiness.
(g) All amounts due Seller is in compliance in all material respects with all Applicable Laws pertaining to employment and owing or accrued, but not yet owing, for all employee or independent contractor compensationemployment practices to the extent they relate to employees of the Business, including salary, those related to wages, overtimehours, bonusescollective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority. To Seller’s Knowledge, commissionsthere is no claim with respect to payment of wages, vacation pay, sick days, other compensation payments, pension benefits salary or benefits under the Benefit Plans, have overtime pay that has been paid in full or, if accrued, are reflected in full in the Books and Records.
(h) There are no outstanding asserted or unaccrued assessments, penalties, fines, liens, charges, surcharges, is now pending or other amounts due or owing pursuant threatened before any Governmental Authority with respect to any workers’ compensation Laws. No audit of Seller is Persons currently being performed under any workers’ compensation Laws.
(i) All orders and inspection reports received or formerly employed by Seller in connection with the past two (2) years under occupational health and safety Laws have been made available to BuyerBusiness. There are no outstanding orders issued under the occupational health and safety Laws 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 Purchased Assets.
(j) Except as set forth in the Employee Matters Disclosure ScheduleBusiness 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 Knowledge of Seller, it is threatened with respect to Seller and has been in compliance with all terms and conditions of employment and all Laws pertaining related 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 Canada 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 LawsBusiness.
Appears in 1 contract
Samples: Asset Purchase Agreement (Alj Regional Holdings Inc)
Employment Matters. (a) No Employee is covered by, and no Seller is not a party to, bound by, any a collective bargaining or other labor-related agreement with a labor any union or employee organization representing any of its employees. Since January 1, 2013, there has not been, norand, to Seller’s Knowledge, has there have been no labor union organizing activities with respect to any threat ofemployees of Sellers in the past three (3) years. No Seller is a party to, or otherwise bound by, any strikeOrder, slowdownconsent decree with, work stoppageor citation by, lockout, concerted refusal any Governmental Entity relating to work overtime employees or other similar labor activity or dispute affecting Seller or any of its employeesemployment practices.
(b) The Employee Matters Section 4.7 of the Disclosure Schedule Schedules sets forth a true, complete and correct list of each employee and independent contractor of all material Seller which indicates for each individual: (i) their position or title; (ii) the 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 entitlementPlans, and accrued Sellers have delivered to Buyer copies of the plan documents and unused vacation entitlement; (x) their annual paid time off entitlementany 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 accrued and unused paid time off entitlement; (xi) an indication the Sellers have no obligation to provide post-employment welfare benefits to any current employee except as required by Section 4980B of any individual who is 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 a written employment Code or independent contractor agreement with Sellersimilar Law.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of SellerExcept as would not reasonably be expected to be material to the Business, taken as well as a whole, Sellers have complied in all material handbooks respects with all applicable laws, agreements, contracts and policies that apply relating to Seller’s employeesemployment, employment practices, human rights, wages, hours, meals and rest period breaks, job classifications and terms and conditions of employment.
(d) Except as set forth in Schedule 4.7(d) of the Employee Matters Disclosure ScheduleSchedule contains a true, there is no employment contract between correct and complete list of the names, job 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 any supplemental or bonus compensation (including any retention bonus arrangements) for all present Employees and consultants of Seller and any each such Employee’s and consultant’s status as being exempt or nonexempt from the application of its state and federal wage and hour Law applicable to employees that is who do not terminable on the giving of reasonable notice in accordance with applicable Lawoccupy a managerial, nor are there any employment administrative, or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closingprofessional position.
(e) None The Contracts listed on Schedule 4.7(e) of Seller’s employees 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 subject a party with respect to any restrictions, including any non-competition agreement, which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing DateEmployee and consultant.
(f) All individuals characterized and treated by Seller Except as independent contractors are listed in set forth on Schedule 4.7(f) of the Employee Matters Disclosure Schedule. Each independent contractor has been properly classified as an independent contractor and Seller has not received any notice from , there are no other complaints, charges or claims against Sellers pending or, to the Knowledge of Sellers, threatened with any Governmental Authority disputing such classificationor based on, arising out of, in connection with or otherwise relating to the employment or termination of employment or failure to employ by Sellers, of any individual.
(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 on Schedule 4.7(g) of the Employee Matters Disclosure Schedule, to the Knowledge of Seller, it is all current Employees are located in and has been in compliance with all terms and conditions have a place of employment in the United States and all Laws pertaining have authorization and appropriate documentation 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, work in the Canada 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 LawsUnited 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) Seller is not a party to, bound by, any Affinity has no:
(i) collective bargaining agreement in effect with respect to the employees of Affinity, nor
(ii) employment agreement or other agreement agreements, whether oral or written, with a labor organization representing any of 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 the employees of its employees.Affinity;
(b) The Employee Matters Disclosure Schedule sets forth a complete list With respect to employees of each employee and independent contractor of Seller which indicates for each individual: (i) their position or title; (ii) the 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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.Affinity:
(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 Affinity is and has been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination, occupational safety and health, and unfair labor practices;
(ii) there is no unfair labor practice complaint against Affinity pending or, to the best of Affinity's knowledge, threatened before the National Labor Relations Board 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 employees of Affinity by Lydall after the Closing Date, Affinity will not be liable to any of its employees for severance pay;
(viii) The employment of each of Affinity's employees is terminable at will without cost to 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 right to be rehired by Affinity prior to Affinity hiring a person not previously employed by Affinity;
(ix) Schedule 8.13 contains a true and complete list of all Laws pertaining to employmentemployees who are employed by Affinity as of October 1, including employment standards2001, labour standardsand said list correctly reflects their salaries, wages, hours other compensation (other than benefits under the Plans, welfare plans and employee plans), dates of workemployment and positions. Affinity does not owe any past or present employees any sum other than for accrued wages, overtime, human rights, pay equity, employment equity, pensions, occupational health and safety, immigration, workers’ compensation, income tax withholding, salaries or reimbursable expenses for the current payroll taxes, the Canada Pension Plan remittances or any other employment-related matter arising under applicable Lawsperiod, and there are no outstanding claimsamounts payable under the Plans, complaints, investigations welfare plans or orders under any such Laws.employee plans;
Appears in 1 contract
Employment Matters. (a) 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 date hereof, including any employee who is not 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; (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 to each such individual as of the date hereof. Except as set forth in Schedule 4.13(a), as of the date hereof, all earned compensation, including earned wages, commissions and bonuses, payable to all employees, independent contractors or consultants of the Acquired Entity or Asset 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 the Acquired 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 past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other agreement Contract with a union, works council or labor organization representing (collectively, “Union”). Neither the Acquired Entity nor Asset Seller has any of its employees. Since January 1, 2013, there has not been, nor, duty or obligation to Seller’s Knowledge, has there been bargain with 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 employees.
(b) 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 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 individual who is 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 a written employment or independent contractor agreement with SellerUnion.
(c) Each of the Acquired Entity and Asset Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as complied in good faith in all material handbooks respects with all applicable Laws pertaining to employment and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) None of Seller’s employees are subject to any restrictionspractices, including any non-competition agreementall Laws relating to labor relations, which would prevent such employee from entering into an equal employment relationship with Buyer opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) 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 listed in the Employee Matters Disclosure Schedule. Each independent contractor has been properly classified as an such and treated in good faith as independent contractor and contractors under all applicable Laws. All employees of the Acquired Entity or the Asset 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 classified as exempt under the Benefit Plans, have been paid Fair Labor Standards Act and state and local wage and hour laws are properly classified as such and treated 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 Lawsgood faith as exempt. 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 Schedule 4.13(c), there are no Actions against the Employee Matters Disclosure ScheduleAcquired Entity or Asset Seller pending, or to the Knowledge knowledge of Sellers, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant or independent contractor of the Acquired Entity or Asset Seller, it is and has been in compliance with all terms and conditions of employment and all Laws pertaining including, without limitation, any claim relating to employment, including employment standards, labour standards, wages, hours of work, overtime, human rights, pay equityunfair labor practices, employment equitydiscrimination, pensionsharassment, occupational health retaliation, equal pay, wage and safety, immigration, workers’ compensation, income tax withholding, payroll taxes, the Canada Pension Plan remittances hours or any other employment-employment related matter arising under applicable Laws.
(d) To the extent applicable, Sellers and the Acquired Entity have complied in good faith in all material respects with the WARN Act, and there are have no outstanding claimsplans to undertake any action that would trigger the WARN Act.
(e) With respect to each Government Contract, complaintseach of Asset Seller and the Acquired Entity has complied in good faith in all material respects with Executive Order No. 11246 of 1965 (“E.O. 11246”), investigations Section 503 of the Rehabilitation Act of 1973 (“Section 503”) and the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (“VEVRAA”), including all implementing regulations, to the extent applicable. To the extent required, Asset Seller and the Acquired Entity each maintain and comply in good faith with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations. Neither Asset Seller nor the Acquired Entity, has been, at any time during the past five (5) years, the subject of any audit, investigation or orders under enforcement action by any such LawsGovernmental 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) Section 4.09(a) of the Seller Disclosure Schedule sets forth a true and complete list as of the date of this Agreement of all employees of Seller and its Affiliates (identified by identification number) who are located at each of the Facilities, 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 nature of such leave of absence). All Employees are employed on an “at-will” basis. None of the Employees are leased employees or temporary employees employed through a third-party entity. As of the 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 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.
(b) 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 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 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, by or negotiating any collective bargaining agreement or other agreement 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 of its employees. Since January 1Employee, 2013, there has not been, norand, to the Knowledge of Seller’s Knowledge, has there been any threat ofno union, any strikeworks council, slowdownlabor organization or group of Employees is seeking to organize Employees for the purpose of collective bargaining. There are no strikes, work stoppagestoppages, lockoutwork slowdowns, lockouts, concerted refusal to work overtime or other similar labor activity disruption or dispute affecting pending, or, to the Knowledge of Seller or any Divesting Entity, threatened in writing involving either of its employees.
(b) 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 the Facilities or title; (ii) the 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the ClosingEmployees.
(e) None Seller and its Affiliates are, and have since January 1, 2019 been, in compliance in all material respects with all applicable Laws pertaining to employment and employment practices to the extent they relate to Employees and the operation of Seller’s employees are subject to any restrictionsthe Facilities, including any nonall 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 right to work in the United States (including I-9 and/or e-competition agreementverify compliance and requirements), which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially obligations under the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) 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 listed in the Employee Matters Disclosure Schedule. Each independent contractor has and have been properly characterized and treated as independent contractors under applicable Laws. All Employees classified by Seller as an independent contractor exempt from the minimum wage or overtime provisions under the Fair Labor Standards Act and Seller state and local wage and hour Laws are and have been properly classified. There has not received been since January 1, 2019 any notice from any Governmental Authority disputing such classification.
(g) All amounts due and owing audit 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 investigation pending 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 been threatened in compliance with all terms and conditions writing involving Seller or any of employment and all 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, 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 Canada 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 1 contract
Employment Matters. (a) No Employee is covered by, and no Seller is not a party to, bound by, any a collective bargaining or other labor-related agreement with a labor any union or employee organization representing any of its employees. Since January 1, 2013, there has not been, norand, to Seller’s Knowledge, has there have been labor union organizing activities with respect to any threat ofemployees of Seller in the past three (3) years. No Seller is a party to, or otherwise bound by, any strikeOrder, slowdownconsent decree with, work stoppageor citation by, lockout, concerted refusal any Governmental Entity relating to work overtime employees or other similar labor activity or dispute affecting Seller or any of its employeesemployment practices.
(b) The Employee Matters Section 4.7 of the Disclosure Schedule Schedules sets forth a true, complete and correct list of each employee and independent contractor of all material Seller which indicates for each individual: (i) their position or title; (ii) the 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 entitlementPlans, and accrued Sellers have delivered to Buyer copies of the plan documents and unused vacation entitlement; (x) their annual paid time off entitlementany 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 accrued and unused paid time off entitlement; (xi) an indication the Sellers have no obligation to provide post-employment welfare benefits to any current employee except as required by Section 4980B of any individual who is 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 a written employment Code or independent contractor agreement with Sellersimilar Law.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of SellerExcept as would not reasonably be expected to be material to the Business, taken as well as a whole, Sellers have complied in all material handbooks respects with all applicable laws, agreements, contracts and policies that apply relating to Seller’s employeesemployment, employment practices, human rights, wages, hours, meals and rest period breaks, job classifications and terms and conditions of employment.
(d) Except Sellers have provided Buyer a true, complete and correct list, as set forth in of the Employee Matters Disclosure ScheduleAgreement Date, there is no employment contract between Seller of the names and any titles of its all full time or part time employees that is not terminable on the giving and consultants of reasonable notice in accordance with applicable LawBusiness, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection together with the Closing.
(e) None date of Sellereach employee’s employees are subject to any restrictionsoriginal hiring, including any non-competition agreement, which would prevent such employee from entering into an employment relationship with Buyer base salary or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 base compensation, including salaryleave status and, 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 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 Canada Pension Plan remittances or any other employment-related matter arising under applicable Lawsapplicable, and there are no outstanding claimsthe bonuses accrued for, complaintsand the vacation to which, investigations or orders under any each such Lawsperson is entitled.
Appears in 1 contract
Employment Matters. (a) Seller is not The Vendor has provided to the Purchaser a party tocomplete and accurate list of the Employees, bound bytogether with their titles, any collective bargaining service dates, current wages, salaries or hourly rate of pay, benefits, vacation entitlement, commissions and bonus (whether monetary or otherwise) or other agreement with compensation paid since the beginning of the most 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 labor organization representing any list of its employees. Since January 1Employees on inactive status, 2013including lay-off, there has not beenshort-term disability leave, norlong-term disability leave, to Seller’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime pregnancy and parental leave or other similar labor activity extended absences, or dispute affecting Seller or any receiving benefits pursuant to workers’ compensation legislation, and specifies the last date of its employeesactive employment, the reason for the absence and the expected date of return of each such Employee (if known).
(b) 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 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct Current and complete copies of all employment agreements and independent contractor agreements Employment Contracts have been delivered or made available to the Purchaser. Except for each employee and independent contractor those Employment Contracts listed in Section 26 of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) Except as set forth in the Employee Matters Vendor Disclosure ScheduleLetter, there is are no employment contract between Seller and any of its employees that is Employment Contracts which are not terminable on the giving of reasonable notice in accordance with applicable LawLaws, nor are there any employment or other contracts Employment Contracts providing for payments cash, other compensation, benefits or other entitlementscontingent rights on Closing. To the knowledge of the Vendor, contingent no executive employed by the Company or otherwise, on any of its Subsidiaries has any plans to terminate his or in connection with the Closingher employment.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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.
(jc) Except as set forth in Section 26 of the Employee Matters Vendor Disclosure ScheduleLetter, there are no Claims nor, to the Knowledge knowledge of Sellerthe Vendor, it is and has been in compliance with all terms and conditions of employment and all pending or threatened Claims pursuant to any Laws pertaining relating to employmentthe Employees or former employees, including employment standards, labour standards, wages, hours of work, overtime, human rights, pay equity, employment equity, pensionslabour relations, occupational health and safety, immigration, workers’ compensation, income tax withholdingpay equity or employment equity. To the knowledge of the Vendor, payroll taxes, the Canada Pension Plan remittances or any other employment-related matter arising under applicable Laws, and there are no outstanding claims, complaints, investigations or orders 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) All current assessments under workers’ compensation legislation in relation to the Company and its Subsidiaries and all of their respective contractors have been paid or accrued. None of the Company nor any of its Subsidiaries has 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.
(e) The Vendor has made available to the Purchaser for review all inspection reports, workplace audits or written equivalent, made under any occupational health and safety legislation which relate to the Company or any of its Subsidiaries. There are no outstanding inspection Orders or written equivalent made under any occupational health and safety legislation which relate to the Company or any of its Subsidiaries.
Appears in 1 contract
Employment Matters. (a) Seller Neither the Corporation nor any Subsidiary is not bound by or a party to, bound by, 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 other agreement affiliated bargaining agent: (i) holds bargaining rights with a labor organization representing respect to any Employees by way of its employees. Since January 1certification, 2013interim certification, there voluntary recognition, designation or successor rights; (ii) has not been, nor, applied to Seller’s Knowledge, be certified as the bargaining agent of any Employees; or (iii) has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal applied to work overtime or other similar labor activity or dispute affecting Seller have the Corporation or any of its employeesSubsidiary declared a related employer or successor employer pursuant to applicable labour legislation, except for those locations and Employees covered by a collective bargaining agreement listed in Appendix 25 to this Schedule 4.1.
(b) The Employee Matters Disclosure Schedule sets forth a complete list of each 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 independent contractor of Seller which indicates for each individual: (i) their position or title; (ii) the location of their all Substantial Contracts relating to employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-time, part-time consulting, retention, termination, change in control, or temporary; (vi) their hourly wage severance, in each case, whether written or annual salary; (vii) their entitlement unwritten and to bonuses, incentive schemes, benefits, commissions and other compensation; (viii) the Benefit Plans in which the individual participates; (ix) their annual vacation entitlementCorporation or any of its Subsidiaries is a party, and accrued and unused vacation entitlement; (x) their annual paid time off entitlementwith respect to which the Corporation, and accrued and unused paid time off entitlement; (xi) an indication 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 individual who is on leave current or former employee, consultant, officer or director of absence together with the reason for Corporation or any of its Subsidiaries are listed in Appendix 25 to this Schedule 4.1 (herein “Employee Plans”). Except as disclosed, the leaveCorporation and the Subsidiaries have no formal plan and made no promise or commitment, their last date of active service and their expected date of return whether legally binding or not, to work; and (xii) an indication of create any individual who is party additional benefit plan or pension plan or to a written employment improve or independent contractor agreement with Sellerchange 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) Seller Each Employee Plan has provided Buyer 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 correct the terms of such Employee Plan, any applicable labour agreement and complete copies all Applicable Laws, including the Tax Act and applicable benefits and pension legislation in relevant provinces and territories of all employment agreements 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 independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply no Employee Plan is a plan to Seller’s employeeswhich the Corporation or a Subsidiary is required to contribute pursuant to a collective agreement.
(d) Except as set forth 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 Employee Matters Disclosure ScheduleOrdinary Course of the Businesses, there is no employment contract between Seller and any of its employees that is not terminable on except for claims which would not, in the giving of reasonable notice in accordance with applicable Lawaggregate, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closingconstitute a Qualifying Claim.
(e) None The Vendor has delivered or made available to the Purchaser true, current and complete copies of Seller’s employees are subject (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 restrictionssuch Employee Plan intended to be qualified or exempt under Applicable Law, including any non-competition agreement(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, which would prevent such employee from entering into an employment relationship together with Buyer or carrying on employment with Buyer in substantially the same capacity as most recent actuarial report, if any, prepared by the employee carried on employment with Seller immediately prior to Employee Plan’s enrolled actuary, and (iv) the Closing Datecurrent summary plan descriptions, if any, for each Employee Plan.
(f) All individuals characterized and treated The Corporate Group has no more than five (5) full-time employees employed by Seller as independent contractors are listed the Corporate Group in the Employee 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 classificationUnited States.
(g) All amounts due 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 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 take contribution holidays under the Benefit Plans, have been paid in full or, if accrued, are reflected in full in the Books and Recordseach Employee Plan.
(h) There are no outstanding 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 unaccrued assessmentsthe acceleration or creation of any rights under any severance, penalties, fines, liens, charges, surchargesparachute or change in control agreement or the right to receive any transaction bonus or other similar payment, or other amounts due or owing pursuant the obligation to take action to secure any workers’ compensation Laws. No audit of Seller is currently being performed benefits payable under any workers’ compensation LawsEmployee Plan.
(i) All orders Except for the agreements and inspection reports received plans listed in Appendix 25 to this Schedule 4.1, neither the Corporation nor any of the Subsidiaries is a party to any employment agreement or to any 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 employees who cannot be terminated without cause on giving reasonable notice as may be implied by Seller law.
(j) 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 under occupational health and safety Laws have not 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 Scheduleany organizing activities of any trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent, representation questions, arbitration proceedings, labour strikes, slow downs or stoppages, picketing, grievances, charges, complaints, or other labour or employment disputes pending or, to the Knowledge Vendor’s knowledge, threatened with respect to the Employees of Seller, it is and has 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 Canada Pension Plan remittances Corporation or any other employment-related matter arising under applicable Laws, and there are no outstanding claims, complaints, investigations or orders under any such Lawsof its Substantial Subsidiaries.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Johnstone Tank Trucking Ltd.)
Employment Matters. (a) Seller is not a party to, bound by, any collective bargaining or other agreement with a labor organization representing any Section 4.20 of 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 employees.
(b) The Employee Matters the Vendor Disclosure Schedule sets forth a complete list of each employee all Employees, together with their titles, service dates and independent contractor material terms of Seller which indicates for each individual: (i) their position employment, including current wages, salaries or title; (ii) the location hourly rate 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 schemespay, benefits, commissions and other compensation; (viii) the Benefit Plans in which the individual participates; (ix) their annual vacation entitlement, commissions and accrued bonus (whether monetary or otherwise) or other material compensation paid since the beginning of the most recently completed fiscal year (including the date of payment) or payable to each such Employee and unused vacation entitlement; (x) their annual paid time off entitlementthe date upon which each such Employee was first hired by Alliance or Alliance India. Section 4.20 of Vendor Disclosure Schedule, and accrued and unused paid time off entitlement; (xi) an indication which shall be dated as of a date no earlier than two Business Days prior to the Closing Date, shall include the information described in the previous sentence, updated to reflect any individual who departures or new hires. Except as disclosed in Section 4.20 of the Vendor Disclosure Schedule, no Employee is on leave of absence together with the reason for the short-term or long-term disability leave, their last date parental leave, extended absence or receiving benefits pursuant to any similar worker’s compensation legislation.
(b) Except for those Employment Contracts listed in Section 4.20 of active service the 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 their expected date any of return to work; and (xii) an indication of any individual who is party to a written employment or independent contractor agreement with Sellerits Employees.
(c) Seller There are no Claims against either of the Vendors pursuant to any Laws relating to Employees, including employment standards, human rights, labour relations, Occupational Health and Safety Laws, workers compensation, pay equity or employment equity. To the knowledge of the Vendors, nothing has provided Buyer with correct and complete copies occurred which might lead to a Claim against either of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employeesthe Vendors under any such Laws.
(d) Except as set forth To the knowledge of the Vendors, no Employees are in the Employee Matters Disclosure Scheduleviolation of any material term of any Employment Contract, there is no employment contract between Seller and any of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment non-disclosure agreement or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer agreement or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior any restrictive covenant to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 a former employer relating to the Purchased Assets.
(j) Except as set forth in right of any such Employee to be employed by the Employee Matters Disclosure Schedule, Vendors because of the nature of the Business conducted or presently proposed to be conducted by the Vendors or to the Knowledge use of Seller, it is and has been in compliance with all terms and conditions trade secrets or proprietary information 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 Canada 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 Lawsothers.
Appears in 1 contract
Samples: Asset Purchase Agreement (Alliance Semiconductor Corp /De/)
Employment Matters. (a) The “Transferred Employees” are those employees of the Seller is not a party towho will be offered employment by the Buyer as of the Closing and shall be designated prior to the Closing. The Buyer shall offer at-will employment to all Transferred Employees as of the Closing on substantially similar terms (including, bound bywithout limitation, any collective bargaining annual compensation, wages, incentive opportunities and benefits) as in effect immediately prior to the Closing. However, nothing herein shall affect the Transferred Employees’ status as “at will” employees, and the Buyer reserves all rights under applicable law with respect to the Transferred Employees. The Seller shall have no responsibility with respect to salary, benefits or other agreement with a labor organization representing any of its employees. Since January 1, 2013, there has not been, nor, employer duties accruing 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 employeesTransferred Employees following the Closing.
(b) The Employee Matters Disclosure Schedule sets forth a complete list of each employee and independent contractor of Seller which indicates agrees that it shall be solely responsible for each individual: (i) their position or title; any notice of termination and (ii) the location payment of their employment; any termination pay, severance pay or any other costs, liabilities or obligations due to any of its employees (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-timeincluding, part-time or temporary; (vi) their hourly wage or annual salary; (vii) their entitlement to but not limited to, wages, salaries, commissions, bonuses, incentive schemesseverance pay, benefitsvacation pay or other compensation for any services performed which are owed, commissions accrued or otherwise are required to be paid to its employees as of the Closing or which relate to any services performed up to and including the Closing Date, even if not otherwise due until after the Closing Date) and all employment taxes, withholding taxes and any other compensation; (viii) taxes and liabilities attributable to employment of such employees, whether such employees are terminated by the Benefit Plans Seller 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 individual who is on leave of absence together connection with the reason for transactions contemplated by this Agreement or otherwise, on or prior to the leaveClosing Date, their last date of active service and their expected date of return whether such severance pay is due pursuant to work; and (xii) an indication of any individual who is party to a statute, common law or written employment or independent contractor agreement oral agreements or arrangements with Sellersuch employee.
(c) Seller has provided 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 correct his or her years of service with the Business before the Closing Date for purposes of determining participation, eligibility and complete copies vesting under the Buyer’s employee benefit plans and compensation arrangements, except to the extent such credit would result in a duplication of all employment agreements and independent contractor agreements for each employee and independent contractor benefits or was not recognized under the applicable Employee Benefit Plan of the Seller, and at Closing each Transferred Employee shall receive payment from the Seller for any vacation, sick time, or paid time off accrued but unused as well as all material handbooks of the Closing Date, subject to the Buyer’s policies then in effect and policies that apply to Seller’s employeesapplicable law.
(d) Except 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 the Employee Matters Disclosure Schedule, there is no an employment contract to which the Buyer is 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 Seller the Buyer and any of its employees that such employee and is not terminable on expressly subject to the giving of reasonable notice in accordance with applicable LawBuyer’s employment, nor are there any employment or other contracts providing for payments or other entitlementstermination, contingent or otherwisedisciplinary, on or in connection with the Closinghiring, compensation and benefits policies, as each may be amended from time to time.
(e) None Seller shall be responsible for the provision of Seller’s employees are subject to any restrictions, including any non-competition agreement, which would prevent notices and continuation coverage required by COBRA for each individual who is or becomes an “M&A qualified beneficiary” (as such employee from entering into an employment relationship term is defined in Treasury Regulation Section 54.4980B-9) in connection with Buyer or carrying on employment with Buyer in substantially the same capacity as consummation of the employee carried on employment with Seller immediately prior to the Closing Datetransactions contemplated by this Agreement.
(f) All individuals characterized The provisions of this Section 7.7 are strictly for the benefit of the Parties, and treated by Seller nothing herein shall be construed or interpreted as independent contractors are listed in the amending any Employee Matters Disclosure Schedule. Each independent contractor has been properly classified as an independent contractor and Seller has not received Benefit Plan or causing any notice from any Governmental Authority disputing such classification.
Person (g) All amounts due and owing or accruedincluding, but not yet owinglimited to, 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 Recordsany Transferred Employee) from becoming a third-party beneficiary hereof.
(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 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 Canada 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 1 contract
Samples: Asset Purchase Agreement (Power Solutions International, Inc.)
Employment Matters. (a) Seller is not a party toSection 4.17(a) of the Disclosure Schedules lists all Employees by name, bound byposition, any collective bargaining full-time or 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 agreement with a labor organization representing any of its employees. Since January 1compensation, 2013benefits, there has not beenand accrued but unused vacation, nor, to Seller’s Knowledge, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime sick or other similar labor activity paid leave and the rate at which such vacation, sick or dispute affecting Seller other paid leave is accrued, and whether such Employee is employed on terms other than “at will.” Section 4.17(a) of the Disclosure Schedules also lists Independent Contractors who have provided consulting services to the 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 Section 4.17(a) of the 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 employees “at will” and their employment may be terminated at any of its employeestime for any or no reason, subject to applicable law.
(b) The Employee Matters Disclosure Schedule sets forth No Employees are represented by any labor organization, union, or a complete list party to any labor, collective bargaining or similar agreement. No labor organization, union, or group of each employee and independent contractor 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 Seller which indicates for each individual: (i) their position a collective bargaining unit or title; (ii) the location of their employment; (iii) their start date; (iv) their cumulative length of service with Seller; (v) their status as full-timeseeking a representation Legal Proceeding presently pending or threatened to be brought or filed, 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 individual who is on leave of absence together with the reason for National Labor Relations Board or other labor relations tribunal. To Sellers’ Knowledge, there is no organizing activity involving the leave, their last date of active service and their expected date of return to work; and (xii) an indication of Employees pending or threatened by any individual who is party to a written employment labor organization or independent contractor agreement with SellerEmployee.
(c) Seller No Lawn and Garden Entity has provided Buyer paid nor will be required to pay any bonus, fee, distribution, remuneration or other compensation to any Person (other than salaries, wages or bonuses paid or payable in the Ordinary Course of Business in accordance with correct current compensation levels and complete copies practices as set out Section 4.17(a) of all employment agreements and independent contractor agreements for each employee and independent contractor the Disclosure Schedules) as a result of Seller, as well as all material handbooks and policies that apply to Seller’s employeesthe transactions contemplated by this Agreement.
(d) To Sellers’ Knowledge, each Independent Contractor has been properly characterized as such.
(e) During the three (3) years prior to the Original Agreement Date, there have not been and there are not, as of the Original Agreement Date, any (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances, unfair 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 4.17(f) of the Employee Matters Disclosure ScheduleSchedules, there is has been no “mass layoff” or “plant closing” (as defined by WARN Act), “mass termination” (as defined under applicable employment contract between Seller and any standards legislation), or reduction of its employees that is not terminable on the giving of reasonable notice in accordance employees’ hours by more than fifty percent (50%) (sufficient to trigger WARN Act) with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) None of Seller’s employees are subject respect to any restrictions, including any non-competition agreement, which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially Lawn and Garden Entity within the same capacity as the employee carried on employment with Seller immediately eight (8) years prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 Each Lawn and owing Garden Entity has paid or accrued, but not yet owing, for accrued on the Financial Statements all employee or independent contractor compensation, including salarysalaries, wages, overtimeincluding vacation, bonuses, commissionsincentives, vacation payovertime, sick daysbreak times, other compensation paymentsdifferentials, 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 etc. owed 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 Scheduleits Employees and, to the Knowledge extent still owed, any Person formerly employed by any Lawn and Garden Entity as of Seller, it is and has 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 Canada 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 LawsClosing Date.
Appears in 1 contract
Employment Matters. (ai) Seller is not a party toExcept as to matters otherwise specifically disclosed in Schedule (p) of the M2 Cobalt Disclosure Statement, bound by, any collective bargaining or other agreement with a labor organization representing neither M2 Cobalt nor any of its employees. Since January 1Subsidiaries is a party to any agreement, 2013obligation or understanding providing for severance or termination payments to, there has not been, nor, to Seller’s Knowledge, has there been or any threat ofemployment agreement with, any strikedirector, slowdownconsultant, work stoppageemployee or officer, lockoutother than any common law obligations of reasonable notice of termination or pay in lieu thereof and any statutory obligations.
(ii) Except as to matters otherwise specifically disclosed in Schedule (p) of the M2 Cobalt Disclosure Statement, concerted refusal to work overtime neither M2 Cobalt nor its Subsidiaries have had and do not have labour contracts, collective bargaining agreements or other similar labor activity employment or dispute affecting Seller consulting agreements with any persons employed by M2 Cobalt or any of its employeesSubsidiaries or any persons otherwise performing services primarily for M2 Cobalt or any of its Subsidiaries (the “Business Personnel”). Each of M2 Cobalt and its Subsidiaries has not engaged in any unfair labour practice with respect to the Business Personnel since December 31, 2016 and there is no 37680408_3|NATDOCS unfair labour practice complaint pending or, to the knowledge of M2 Cobalt, threatened, against M2 Cobalt or any of its Subsidiaries with respect to the Business Personnel. There is no 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.
(b) 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 location of their employment; (iii) their start date; Neither M2 Cobalt nor any of its Subsidiaries is subject to any litigation, actual or, to the knowledge of M2 Cobalt, threatened, relating to employment or termination of employment of employees or independent contractors, other than those claims or litigation as would, individually or in the aggregate, not be Materially Adverse to M2 Cobalt or its Subsidiaries, taken as a whole.
(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 M2 Cobalt 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice Subsidiaries has operated in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 been in material compliance with all terms and conditions of applicable Laws with respect to employment and all Laws pertaining to employmentlabour, including employment standards, and labour standards, wages, hours of work, overtime, human rights, pay equity, employment equity, pensions, occupational health and safety, immigrationemployment equity, pay equity, workers’ compensation, income tax withholding, payroll taxes, the Canada Pension Plan remittances or any other employment-related matter arising under applicable Laws, human rights and labour relations and there are no outstanding claimscurrent, complaintspending or, investigations or orders under to the knowledge of M2 Cobalt, threatened proceedings before any such LawsAgency with respect to any of the above.
Appears in 1 contract
Samples: Arrangement Agreement
Employment Matters. (a) Effective as of the Closing Date, Buyer or an Affiliate of Buyer shall offer employment to (i) at least the minimum number of Seller is Employees at each Business location as specified on Schedule 6.7 attached hereto and who are not represented by 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 an Affiliate of Buyer shall provide comparable offers of employment to a party tosufficient number of Seller Employees at each of Seller’s locations to avoid any mass layoff or plant closing under the federal WARN Act or applicable state laws requiring notice of mass layoffs or plant closings.
(b) To be eligible for hire by Buyer, bound bySeller Employees must (i) to the 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 collective bargaining 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 agreement with order of the Bankruptcy Court relating thereto (the “Assumed Employee Amounts”). Buyer and Seller shall agree on a labor organization representing any schedule of its employees. Since January 1, 2013, there has not been, northe Assumed Employee Amounts, to Sellerbe delivered at Closing.
(c) All Transferring Employees, other than those represented by the Union, shall be employees at will, subject to Buyer’s Knowledgeor 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 Transferring Employees.
(d) Seller shall retain all liability with respect to any individual currently receiving health care under the Consolidated Omnibus Budget Reconciliation Act, has there been any threat ofas amended (“COBRA”), any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor activity or dispute affecting including those individuals receiving such benefits whose last employment with Seller or any of its employees.
(b) 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 predecessors or title; (ii) the 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 individual who is on leave of absence together ERISA Affiliates was associated with the reason for the leaveAcquired Assets. To that end, 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 Seller shall maintain a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies group health plan until such time that apply to Seller’s employees.
(d) Except as set forth in the Employee Matters Disclosure Schedule, there is no employment contract between Seller and its ERISA Affiliates no longer retain any of its employees that is not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closingemployees.
(e) None Buyer will not assume any liability or responsibility for any benefit or other obligations arising out of Seller’s employees are subject or under any Employee Benefit Plan to which any Transferring Employee, or 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 terms of such Employee Benefit Plan or applicable Law. Seller shall retain all liability and responsibility for benefits, administration and compliance with the terms of any and all Employee Benefit Plans and applicable Laws with regard to any restrictions, including any non-competition agreement, which would prevent such employee from entering into an employment relationship with Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Dateand all Employee Benefit Plans.
(f) All individuals characterized At least five (5) business days prior to the Closing, Buyer shall, and treated by Seller shall cause Buyer’s designated management company (if any) to, execute an assumption agreement with the Union pursuant to Article 29(c) of the CBA, assuming the CBA as independent contractors are listed of the Closing. Effective as of the Closing, Buyer shall, and shall cause Buyer’s designated management company (if any) to, assume and continue in full force and effect the Employee Matters Disclosure Schedule. Each independent contractor has been properly classified as an independent contractor CBA, 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, Buyer shall have sole responsibility for all employee or independent contractor compensation, including salary, wages, overtime, bonuses, commissions, vacation pay, sick days, other compensation payments, pension benefits or benefits obligations and liabilities arising under the Benefit Plans, have been paid in full or, if accrued, are reflected in full in CBA on or at any time after the Books and RecordsClosing Date.
(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 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 Canada 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 1 contract
Samples: Asset Purchase Agreement
Employment Matters. (a) Buyer shall offer employment to all employees of the Seller 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 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 not a party tono less generous than the Companies pay scale. Buyer shall assume any and all obligations for vacation, bound bysick and personal leave earned by Seller Employees who accept employment with Buyer, any collective bargaining or other agreement with a labor organization representing any all of its employeeswhich data is set forth on the Disclosure Letter. 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 All employees who report to work overtime or other similar labor activity or dispute affecting Seller or any of its employeesfollowing the Closing Date shall be deemed to have accepted employment with the Buyer.
(b) The Employee Matters Disclosure Schedule sets forth a complete list Buyer shall not assume any obligations arising under any "employee benefit plan" (as such term is defined in Section 3(3) of each employee and independent contractor of Seller which indicates for each individual: (iERISA) their position or title; (ii) the 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; Seller maintains relating to any Seller Employee (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 individual who is on leave of absence together with collectively 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 a written employment or independent contractor agreement with Seller"Plans").
(c) It is the intention of the parties that the Seller has not be obligated to offer "continuation coverage" as provided Buyer with correct and complete copies by Part 6 of all employment agreements and independent contractor agreements for each employee and independent contractor Title I of Sellerthe Employee Retirement Income Security Act of 1974, as well 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 condition exclusions that may otherwise be applicable. Buyer or its Affiliates shall comply with all material handbooks and policies that apply COBRA obligations applicable to Seller’s employeesgroup 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 its Affiliates.
(d) Except Pursuant to the "Alternative Procedure" provided in Section 5 of Revenue Procedure 84-77, 1984-2 C.B. 753, with respect to filing and furnishing Internal Revenue Service Forms W-2, W-3 and 941, (i) the Seller and the Buyer shall report on a "predecessor-successor" basis as set forth in therein, (ii) the Employee Matters Disclosure Schedule, there is no employment contract between Seller shall be relieved from furnishing Forms W-2 to transferred employees and any (iii) the Buyer shall assume the obligations of its the Seller to furnish such forms to such employees that is not terminable on for the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closingfull 1998 calendar year.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 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 Canada 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 1 contract
Samples: Asset Purchase Agreement (Telespectrum Worldwide Inc)
Employment Matters. (a) Seller Section 4.21(a) of the Disclosure Schedules sets forth, with respect to the Company Group, a complete list of the names of all Persons who are employees or that are otherwise engaged in the Business (collectively, the “Company Group Employees”) and independent contractors of the Company 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 applicable 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) 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 Group and any individual employee, officer, director, or other Representative of the Company Group (collectively, the “Existing Employment Agreements”).
(c) The Company Group has paid or made provisions for payment of all salaries, wages, social security contributions, accrued overtime, vacation and/or holiday pay, which are payable by the applicable member of the Company Group to its Company Group Employees and leased employees, accrued through the 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 all compensation and fees, which are payable by the applicable member of the Company Group, to all its independent contractors and consultants, accrued through the Closing Date.
(d) The Company Group (i) is not delinquent in any payments to, or 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 (ii) is not a joint employer, single employer or co-employer with or an alter ego of any other Person as defined herein.
(e) The Company Group has 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. Since January 1Employees, 2013(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, nor, or to Seller’s Knowledge, 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 Seller 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 its employees.
(b) 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 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 individual who is 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 a written employment or independent contractor agreement with Seller.
(c) Seller has provided Buyer with correct and complete copies of all employment agreements and independent contractor agreements for each employee and independent contractor of Seller, as well as all material handbooks and policies that apply to Seller’s employees.
(d) 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 terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any employment or other contracts providing for payments or other entitlements, contingent or otherwise, on or in connection with the Closing.
(e) 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 Buyer or carrying on employment with Buyer in substantially the same capacity as the employee carried on employment with Seller immediately prior to the Closing Date.
(f) All individuals characterized and treated by Seller as independent contractors are listed in the Employee 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 classificationCompany Group Employees.
(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 Each of the Benefit Plans, have been paid in full or, if accrued, are reflected in full in members of 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 Company Group 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 been in compliance with all terms and conditions of employment and all applicable Laws pertaining to employmentemployment and employment practices, including employment standards, labour standards, provisions thereof relating to wages, hours of workhours, overtimeequal opportunity, human rightsdiscrimination, pay equityharassment, employment equity, pensions, occupational health and safetycollective bargaining, immigration, workersverification 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 have a Material Adverse Effect, there are no actions, suits, claims, investigations or other legal Proceedings against the Company Group pending, or to Stockholders’ compensationKnowledge, income tax withholdingthreatened to be brought or filed, payroll taxesby 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, the Canada Pension Plan remittances including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay or any other employment-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.
(h) The execution and delivery of this Agreement and the performance of this Agreement do not require the Company Group to seek or obtain any consent, engage in consultation with, or issue any notice to or make any filing with (as applicable) any unions, labor organizations, or groups of employees of the Company Group, or any Governmental Authority, with respect to any employee of the Company Group.
(i) There has 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 there no such events are no outstanding claimscurrently planned, complaintsanticipated 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, investigations documents, or orders under other papers that are required to be retained with Form I-9 by the Company Group, including E-Verify reports, that it has in its records for each Company Group Employee located in the United States.
(k) Each employee of the Company Group is legally authorized to work in the jurisdiction in which they are employed. The Company Group has not, since the Lookback Date, received any correspondence from any Governmental Authority questioning the validity of the 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 Lawsallegations.
Appears in 1 contract
Samples: Stock Purchase Agreement (EnerSys)
