Labor and Employee Benefits. (a) Salaries and wages of the Manager's employees directly engaged in Operations, including salaries or wages of employees who are temporarily assigned to and directly employed by same.
(b) The Manager's cost of holiday, vacation, sickness and disability benefits, and other customary allowances applicable to the salaries and wages chargeable under Subparagraph 2.2(a) and Paragraph 2.12. Such costs may be charged on a "when and as paid basis" or by "percentage assessment" on the amount of salaries and wages. If percentage assessment is used, the rate shall be applied to wages or salaries excluding overtime and bonuses. Such rate shall be based on the Manager's cost experience and it shall be periodically adjusted at least annually to ensure that the total of such charges does not exceed the actual cost thereof to the Manager.
(c) The Manager's actual cost of established plans for employees' group life insurance, hospitalization, pension, retirement, stock purchase, thrift, bonus (except production or incentive bonus plans under a union contract based on actual rates of production, cost savings and other production factors, and similar non-union bonus plans customary in the industry or necessary to attract competent employees, which bonus payments shall be considered salaries and wages under Subparagraph 2.2(a) or Paragraph 2.12 rather than employees' benefit plans) and other benefit plans of a like nature applicable to salaries and wages chargeable under Subparagraphs2.2(a) or Paragraph 2.12, provided that the plans are limited to the extent feasible to those customary in the industry.
(d) Cost of assessments imposed by governmental authority that are applicable to salaries and wages chargeable under Subparagraph 2.2(a) and Paragraph 2.12, including all penalties except those resulting from the willful misconduct or gross negligence of the Manager.
Labor and Employee Benefits. (a) Costs (defined below) of the Operating Member’s or its Affiliates’ employees directly engaged in Operations (including employees of the Operating Member or its Affiliates who provide services to the Nevada JV and its subsidiaries or who are temporarily assigned to and directly employed by the Operating Member), who, provide skills and services that the Operating Member determines, acting reasonably, are beneficial to Nevada JV and its subsidiaries.
(b) Costs for employees who spend part of their time on Operations and part of their time on unrelated matters shall be charged on a “percentage allocation assessment”. Such charges (i) shall not exceed the actual cost thereof to the Operating Member, (ii) shall be posted to the appropriate account, cost center and/or site based on the nature of the activities performed, and (iii) shall be reported upon in detail to the Finance Committee on a quarterly basis.
(c) For purposes of this Section 2.1 “Costs” means the Operating Member’s actual costs of: (i) salary and annual bonus entitlements (including share based entitlements), (ii) holiday, vacation, sickness and disability benefits, and other customary allowances applicable to salaries; (iii) established plans for employees’ group life insurance, medical, pension, retirement, stock purchase, thrift, bonus and other benefit plans of a like nature; and (iv) cost of assessments imposed by Government Authorities which are applicable to salaries chargeable under this Section, including all penalties (subject to Section 4.2(a)(ii) of the Agreement).
Labor and Employee Benefits. 2.2.1 Salaries and wages of the Managing Partner’s employees directly engaged in Operations, including salaries or wages of employees temporarily engaged in Operations, including expenses pursuant to production or incentive bonus plans under a union contract based on actual rates of production, and similar non union bonus plans customary in the industry or necessary to attract competent employees, shall be considered salaries and wages.
2.2.2 The Managing Partner’s cost of holiday, vacation, sickness and disability benefits, and other customary allowances applicable to the salaries and wages chargeable under Subsection 2.2.1 and Section 2.13 may be charged.
2.2.3 The Managing Partner’s actual cost of established plans for employees’ group life insurance, hospitalization, pension, retirement, stock purchase, thrift, bonus and other benefit plans of a like nature applicable to salaries and wages chargeable under Subsection 2.2.1 or Section 2.13, provided that the plans are limited to the extent feasible to those customary in the industry.
2.2.4 Cost of assessments imposed by governmental authority which are applicable to salaries and wages chargeable under Subsection 2.2.1 and Section 2.13, including all penalties except those resulting from the willful misconduct or gross negligence of the Managing Partner.
2.2.5 Those costs in Subsections 2.2.2, 2.2.3 and 2.2.4 may be charged on a “cash or accrual basis” or as a percentage of the amount of salaries and wages. If a percentage is used, the rate shall be applied to wages or salaries excluding overtime and bonuses. Such rate shall be based on the Managing Partner’s cost experience and it shall be periodically adjusted to ensure that the total of such charges does not exceed the actual cost.
Labor and Employee Benefits. (a) No employee of either Company is represented by any union or covered by any collective bargaining agreement. No labor organization or union has made a pending written demand to either Company for recognition or certification, and there are no written representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Companies, threatened in writing to be brought or filed, with the National Labor Relations Board or any other labor relations Governmental Authority, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There have never been any labor strikes, disputes, slow-downs, or work stoppages involving or affecting the business of the Companies.
(b) Each Company is and has been in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, safety and health. Except as set forth on Section 4.18(b) of the Disclosure Schedules, there are no written complaints, charges or claims against either Company filed or, to the Knowledge of the Companies, threatened to be brought or filed, with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by either Company. Except for amounts that have accrued but are not yet due to independent contractors, consultants, and other contingent workers of the Companies performing work or providing services to the Companies as of the date hereof, all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of all employees (including, without limitation, leased or temporary employees), independent contractors, consultants, and other contingent workers of the Companies for services performed on or prior to the date hereof have been paid in full. Each Company is and at all times has been in compliance in all material respects with all Laws concerning the classification of employees and independent contractors and the classification of employees as exempt or non-exempt from applicable overtime Laws and has properly classified all such Persons for purposes of participation in the Benefit Plans, payment of compensation, and other applicable Laws.
(c) Section 4.18(c)(i) of the Disclosure Schedules sets forth a ...
Labor and Employee Benefits. (a) Schedules 6.15(a)(i) - (a)(iii) list the following as of the date of this Agreement with respect to the US Employees and Non-US Employees of Sellers and their Affiliates employed in the Business:
(i) All written arrangements that compel the employment of any such employee at a salary in excess of $100,000 per annum or any Non-US Employee and are not terminable on less than ninety (90) days' notice;
(ii) All material written agreements and letters of understanding currently in effect with works councils, labor unions or associations representing any such employees other than mandatory collective bargaining agreements whether national or industry wide; and
(iii) Strikes related to the Business in which any such employees are participating or have participated since January 1, 2002.
(b) Schedule 6.15(b) lists, as of the date of this Agreement, with respect to the US Business, all employee benefit plans (as defined in Section 3(3) of ERISA) and all written bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, which are maintained, contributed to or sponsored by Sellers with respect to any Employees or Former Employees of the US Business (collectively, the "US Benefit Plans"). Sellers have made available to the Purchaser a complete and accurate copy of each US Benefit Plan (or a written summary of any unwritten US Benefit Plan) and the most recently distributed summary plan description and summary of material modifications relating to a US Benefit Plan.
(c) Schedule 6.15(c) lists, as of the date of this Agreement, with respect to the Non-US Business, all material written employee benefit plans including disability benefits, leaving service and severance benefits, retirement benefits, life, health, retirement indemnities, accident benefits as well as any bonus plans, profit-sharing plans, seniority awards, stock option plans, stock purchase plans, restricted stock, stock appreciation rights or other forms of incentive compensation, deferred compensation or post-retirement insurance, compensation or benefits, which are maintained, contributed to or sponsored by Sellers or their Affiliates with respect to any Non-US Employees other than any plan, program or arrangement required by national law or sector collective bargaining agreement (the "Non-US Benefit Plans"). Sellers have made available to the Purchaser...
Labor and Employee Benefits. (a) No Company Group Member is a party to or bound by any Labor Agreement; there are no Labor Agreements or any other labor-related agreements or arrangements that pertain to any of the employees of any Company Group Member, nor are any such agreements being negotiated by or on behalf of any Company Group Member; and no employees of any Company Group Member are represented by any labor union, labor organization, works council, employee representative or group of employees with respect to their employment with any Company Group Member. In the past three (3) years, there has been no actual or, to the knowledge of the Companies, threatened unfair labor practice charges, material labor grievances, strikes, lockouts, picketing, hand billing, work stoppages or other material labor disputes against or affecting any Company Group Member, and to the knowledge of the Companies, in the past three (3) years, there have been no labor organizing activities with respect to any employees of any Company Group Member.
(b) Each Company Group Member is and for the last three (3) years has been in compliance in all material respects with all applicable Laws regarding labor, employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment discrimination, harassment, retaliation, restrictive covenants, pay transparency, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Laws (the “WARN Act”)), workers' compensation, labor relations, employee leave issues, employee trainings and notices, COVID-19, affirmative action and unemployment insurance.
(c) Except as would not result in material liability for any Company Group Member: (i) each Company Group Member has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees and other compensation that have come due and payable to its current or former employees and independent contractors under applicable Laws, Contract or company policy; and (ii) each individual who is providing or within the past three (3) years has provided services to any Company Group Membe...
Labor and Employee Benefits. Neither Samedan nor any Samedan Subsidiary:
(a) has or has ever had any employees;
(b) sponsors, maintains or contributes to, or has ever sponsored, maintained, or contributed to, any “employee benefit plan” within the meaning of Section 3(3) of ERISA;
(c) is contractually or otherwise obligated (whether or not in writing) to provide any Person with life insurance or medical benefits upon retirement or termination of employment; or
(d) is a party or has ever been a party to any collective bargaining agreement or other contract with a labor union or similar representative of employees.
Labor and Employee Benefits. SFI represents and warrants as follows: (a) as of the date of this Agreement, factory hourly workers at the Carrollton, MI, Caro, MI, Sebewaing, MI and Croswell, MI factories are represented by the Bakery, Confectionary, Tobacco Workers & Grain Millers, AFL-CIO-CLC and its Locals No. 259G (Carrollton, MI), 260G (Caro, MI), 261G (Sebewaing, MI) and 262G (Croswell, MI) under collective bargaining agreement effective August 1, 1998 through July 31, 2001 (the "CURRENT MICHIGAN UNION CONTRACT"); (b) as of the date of this Agreement, factory hourly workers at the Great Lakes facility are represented by the Bakery, Confectionary, Tobacco Workers & Grain Millers, AFL- CIO-CLC and its Local No. 294 - G, under a collective bargaining agreement effective June 1, 1999 through May 31, 2002 (the "CURRENT OHIO UNION CONTRACT");
Labor and Employee Benefits. (a) There are no collective bargaining or other labor union agreements to which any member of the Company Group is, or within the preceding twenty-four (24) months, has been, a party or by which any of them are, or within the preceding twenty-four (24) months, have been, bound. As of the date of this Agreement, no member of the Company Group (i) has, or within the preceding twenty-four (24) months, has had, any unfair labor practice charges or complaints before the National Labor Relations Board pending or, to the Knowledge of the Company, threatened against it during such period or (ii) has received any written notice of any charges, complaints or proceedings pending or, to the Knowledge of the Company, threatened against it before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Authority responsible for regulating employment practices. No collective bargaining agreement is currently being, or within the preceding twenty-four (24) months, has been, negotiated by any member of the Company Group.
(b) No member of the Company Group is, or since June 30, 2022 has been, the employer of record or W-2 issuing employer of any Person. No member of the Company Group has misclassified any Person as an independent contractor in respect of the Company or any Subsidiary of the Company rather than as an employee under any applicable Law.
(c) No member of the Company Group is in any material violation of any applicable Laws relating to the employment of labor, including those related to wages, hours and collective bargaining. There are no pending, or to the Knowledge of the Company, threatened Actions before any Governmental Authority by any employee alleging a violation of, or non-compliance with, statutory or common laws relating to employment, employment practices, or terms and conditions of employment.
(d) No member of the Company Group sponsors, maintains, contributes to or is required to contribute to any Plan for the benefit of any present or former officers, employees, directors or independent contractors of any member of the Company Group, or under which any member of the Company Group has or may have any liability, or with respect to which Purchaser or any of its Affiliates would reasonably be expected to have any liability, contingent or otherwise.
(e) There are no workers’ compensation claims, insured or uninsured, pending or, to the Knowledge of the Company, threatened against any member of the Company Group.
(f) No...
Labor and Employee Benefits. (a) Except as described on Schedule 3.14(a) in respect of the Business: (i) there is no unfair labor practice complaint against any of the Companies pending before the National Labor Relations Board, (ii) there is no labor strike or material dispute, slowdown or stoppage actually pending or, to Seller’s Knowledge, threatened, against any of the Companies, (iii) except as would not have a Company Material Adverse Effect, within the past five years, none of the Companies has experienced any strike or work stoppage, and (iv) the Companies are in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours. The Companies are neither a party to, nor subject to, a collective bargaining agreement, and no collective bargaining agreement relating to employees of the Companies are currently being negotiated.
(b) (i) As of the date hereof, Schedule 3.14(b)(i)(A) sets forth a list of each material plan, program, arrangement or agreement that is a pension, profit-sharing, savings, retirement, employment, consulting, severance pay, termination, executive compensation, incentive compensation, deferred compensation, bonus, stock purchase, stock option, phantom stock or other equity-based compensation, change-in-control, retention, salary continuation, vacation, sick leave, disability, death benefit, group insurance, hospitalization, medical, dental, life (including all individual life insurance policies as to which any Company is the owner, the beneficiary, or both), Code Section 125 “cafeteria” or “flexible” benefit, employee loan, educational assistance or fringe benefit plan, whether written or oral, including any (x) “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, (“ERISA”), or (y) other employee benefit plan, agreement, program, policy, arrangement or payroll practice, whether or not subject to ERISA (including any funding mechanisms therefor now in effect or required in the future, as a result of the Transactions or otherwise) in which (A) any present or former employee of any of the Companies (each, a “Company Employee”) participates or under which any Company Employee has a present or future right to benefits in connection with such Company Employee’s employment with any of the Companies and (B) is maintained, sponsored or contributed Sellers or any of its Subsidiaries (collectively, the “Benefit Plans”). Schedul...
