Labor and Employee Matters. (a) Section 3.11 of the Disclosure Letter contains a complete and accurate list, as of the date of this Agreement, of each collective bargaining, works council or other labor union contract or labor arrangement covering any Employee of the Business (the “Collective Bargaining Agreements”). True and complete copies of all Collective Bargaining Agreements have been made available in the Data Room. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole, no other union or labor organization is currently certified or recognized and, to the knowledge of Seller, there are no pending or threatened strikes, work stoppages, requests for representation, pickets, walkouts or any actions or arbitrations that involve the labor or employment relations of Seller and its Affiliates with any Employee of the Business. As of the date of this Agreement, there is no (i) to the knowledge of Seller, labor organizing effort or (ii) material unfair labor practice charge or complaint pending, unresolved or, to the knowledge of Seller, threatened before any Governmental Entity relating to any Employee of the Business.
(b) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole, each of Seller and its Affiliates is in compliance with (i) the terms of the Collective Bargaining Agreements (and there are no grievances outstanding against Seller or any Selling Affiliate under any such agreement) and (ii) all applicable Laws pertaining to the employment or termination of employment of current or former Employees of the Business, and/or in relation to the transfer of employment of any Employees of the Business as contemplated by this Agreement, including the WARN Act and all such Laws relating to labor relations, equal employment opportunities, fair employment practices, prohibited discrimination or distinction, consultation and/or information, wages, hours, safety and health and workers’ compensation.
(c) To the extent permitted by applicable Law, Section 3.11(c) of the Disclosure Letter lists, as of the date of this Agreement, the identification number, date of hire, position, location, and base salary, bonus opportunity and wage rate, as applicable, of each individual identified by Seller following consultation with Buyer who is expected to be an Employee of the Business.
Labor and Employee Matters. (a) Except as disclosed in Section 3.15(a) of the Company Disclosure Letter or as would not have a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries has complied with all applicable Law related to labor or employment, including provisions thereof relating to wages and payrolls, working hours and resting hours, overtime, working conditions, benefits, recruitment, retrenchment, retirement, minimum employment and retirement age, social welfare, equal opportunity, discrimination, worker classification, occupational health and safety, statutory regular health check, wrongful discharge, layoffs or plant closings, immigration, employees provident fund, social security organization and collective bargaining, trade union, employment agreements, compulsory employment insurance, internal labor rules, company regulations, labor discipline, foreign employees, work and residence permits, public holiday and leaves, labor contracts, labor disputes, statutory labor or employment reporting and filing obligations and contracting arrangements; (ii) there is no pending or, to the Knowledge of the Company, threatened in writing Action relating to the violation of any applicable Law by the Company or any of its Subsidiaries related to labor or employment, including any charge or complaint filed by any of its current or former employees, directors, commissioners, officers, consultants or contractors with any Governmental Authority or the Company or any of its Subsidiaries; and (iii) the Company and its Subsidiaries have properly classified for all purposes (including (x) for Tax purposes, (y) for purposes of minimum wage and overtime and (z) for purposes of determining eligibility to participate in any statutory and non-statutory Benefit Plan) all Persons who have performed services for or on behalf of each such entity, and have properly withheld and paid all applicable Taxes and statutory contributions and made all required filings in connection with services provided by such persons to the Company and its Subsidiaries in accordance with such classifications.
(b) Except as would not have a Company Material Adverse Effect, (i) each of the Benefit Plans has been operated and administered in accordance with its terms, and is in compliance with all applicable Law, and all contributions to, and payments for each such Benefit Plan have been timely made, and, to the Knowledge of the Company, no event, transaction or condition has occurred or exists that woul...
Labor and Employee Matters. (a) Neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices, including worker health and safety. Except as set forth in Section 5.13(a) of the Company Disclosure Letter, since January 1, 2008, (i) neither the Company nor any of its Subsidiaries has been a party to any Proceeding in which the Company was, or is, alleged to have violated any Contract or Applicable Law relating to employment, equal employment opportunity, discrimination, harassment or retaliation, wrongful termination, immigration, the payment or calculation of wages or other compensation, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and/or privacy rights of employees; and (ii) neither the Company nor any of its Subsidiaries has received any written notice of intent by any Governmental Authority responsible for the enforcement of any Applicable Law regarding labor or employment to conduct an investigation or inquiry relating to the Company, and no such investigation or inquiry is in progress.
(b) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreements, or any other labor union contracts. No labor organization or group of employees of the Company or any of its Subsidiaries has made, or to the knowledge of the Company threatened to make, a demand against the Company or any of its Subsidiaries for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority involving any employees of the Company or any of its Subsidiaries. There are no ongoing, or to the Company’s Knowledge, threatened, organizing activities, strikes, work stoppages, slowdowns, lockouts, or other material labor disputes pending or, to the knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries.
(c) The Company and its Subsidiaries are in material compliance with (i) the documentary and other requirements of the Immigration Reform and Control Act of 1986 and the regulations promulgated thereunder (IRCA) and similar foreign Applicable Law and (ii) the wages and hours requiremen...
Labor and Employee Matters. (a) Neither the Company nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement or other Contract with a labor union or similar labor organization. No employees of the Company or any of its Subsidiaries are represented by any labor union or similar labor organization with respect to their employment with the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is the subject of any Proceeding that is pending, or, to the knowledge of the Company, threatened asserting that the Company or any of its Subsidiaries has committed an unfair or unlawful labor practice or seeking to compel it to bargain with any labor union or similar labor organization. There is no labor strike, dispute, slowdown, stoppage or lockout involving the Company or any of its Subsidiaries pending, or to the knowledge of the Company, threatened against the Company or any of its Subsidiaries.
(b) Section 17(b) of the Company Disclosure Letter contains a complete and accurate list of all of the employees of the Company and its Subsidiaries and other persons who are receiving remuneration for work or services provided to the Company or any of its Subsidiaries who are not employees as of the date of this Agreement, and the position, status, length of service, location of employment, compensation (wage or salary, bonus, deferred compensation, commission or individual severance arrangements) and benefits of each employee and the terms on which each other person who is providing work or services to the Company or any of its Subsidiaries is engaged. Except as set out on Section 17(b) of the Company Disclosure Letter, no employee of the Company or any of its Subsidiaries is on a long-term disability leave of absence, receiving benefits pursuant to applicable workers compensation legislation, or otherwise an inactive employee.
(c) Except as listed on Section 17(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or bound by any written contract in respect of any employee (A) with annual compensation in excess of Cdn.$200,000 or (B) which provides such employee with termination or severance entitlements in excess of those required by applicable Law.
(d) As of the date of this Agreement, to the knowledge of the Company, there is no current employee of the Company or any of its Subsidiaries above the level of Vice President, with an annual salary in excess of Cdn$200,000, and/or who...
Labor and Employee Matters. (a) The Company and each of its Subsidiaries are and have been in material compliance with all applicable Legal Requirements respecting labor and employment, including but not limited to, discrimination, terms and conditions, termination, wage and hour, overtime classification, occupational safety and health, employee whistle-blowing, immigration, employee privacy, medical and other leaves, employment practices, and classification of employees as consultants and independent contractors, and are not engaging in and, in the past three (3) years, have not engaged in any unfair labor practice, as defined in the National Labor Relations Act or other applicable Legal Requirements.
(b) The Company and each of its Subsidiaries have withheld all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to employees or consultants, and are not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing. Neither the Company nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any governmental or administrative authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business, consistent with past practice).
(c) Except as disclosed in Section 2.16(c) of the Company Disclosure Schedule, there are no lawsuits, claims, demands, proceedings, administrative charges, unfair labor practice charges, arbitrations, complaints or controversies pending or, to the Knowledge of the Company, threatened, against or by the Company or any of its Subsidiaries involving any of their respective employees, former employees, consultants, independent contractors or applicants. In the past four (4) years, neither the Company nor any of its Subsidiaries has received notice of the intent of any Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation with respect to the Company or any of its Subsidiaries, and, to the Knowledge of the Company, no such investigation is in progress.
(d) The Company and each of its Subsidiaries are in compliance with the Worker Adjustment and Retraining Notification Act of 1988, or any similar state or local law (the “WARN Act”). Since January 1, 2005, (i) neither the Company nor any of its Subsidiaries has effectuated a “plant closing” (as defined in the WARN ...
Labor and Employee Matters. (a) The employees of the Company and Company Subsidiaries, along with details of their status, age, seniority, base salary, variable remuneration scheme, benefits in kind, type of contract (fixed-term, indefinite term, part-time, full time), are listed in Section 3.21(a) of the Guarantors Disclosure Schedule.
(b) True and complete copies of the employment contracts of the ten (10) highest paid key executives of the Company and Company Subsidiaries have been provided to the Purchaser prior to the date hereof.
(c) Except for the employment contracts which represent gross annual fixed wages in excess of €100,000, of which true and complete copies are attached in Section 3.21(b) of the Guarantors Disclosure Schedule, the employment contracts of all employees of the Company or Company Subsidiaries conform with the standard employment of the Company of which a true and complete copy is attached in Section 3.21(b) of the Guarantors Disclosure Schedule.
(d) No executive key employee or group of employees has notified its decision to terminate employment with either the Company or any of Company Subsidiaries as a result of the Transactions or otherwise, and, to the Knowledge of Guarantors, no such employee or group of employees has any such plans.
(e) Except as set for in Section 3.21(d) of the Guarantors Disclosure Schedule, to the Knowledge of Guarantors, there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee or group of employees of the Company or any of Company Subsidiaries or by or on behalf of any union, union representatives, works council, or employee delegate, alleging breach of any employment contract, any laws or contractual arrangements governing employment or the termination thereof, or other discriminatory, wrongful or tortuous conduct in connection with the employment relationship, except in each case, as would not be reasonably likely to have a material adverse effect on the business of the Company and the Company Subsidiaries taken as a whole and as currently conducted.
(f) Except as stated in Section 3.21(f) of the Guarantors Disclosure Schedule, no employment or other contract has been concluded with any current or former employee or director of the Company or of any of Company Subsidiaries which contains provisions of an exceptional and significant nature, including, but not limited to, dismissal indemnities exceeding those provided by the applicable collective ...
Labor and Employee Matters. (i) The Companies and their Subsidiaries are not party to any labor or collective bargaining agreement and there are no labor or collective bargaining agreements that pertain to employees of the Companies, their Subsidiaries or the MHE Business. The Companies have made available to the Investor correct, and complete copies of the labor or collective bargaining agreements listed on Schedule 4(s)(i) of the Disclosure Schedule, together with all amendments, modifications, letters of agreements and supplements thereto. HarnCo, Sellers, the Companies and the Subsidiaries of the Companies are not currently engaged in or required to be engaged in collective bargaining with any employee representative.
(ii) No employees of the Companies or the MHE Business are represented by any labor organization. No labor organization or group of employees of the Companies or the MHE Business has made a pending demand for recognition, and there are no representation proceedings or petitions presently pending or, to the Knowledge of the Specified Employees, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal. There is no labor organizing activity involving the Companies' employees or employees of the MHE Business pending or, to the Knowledge of the Specified Employees, threatened by any labor organization or group of employees of the Companies or the MHE Business.
(iii) There are no strikes, work stoppages, slow downs, lockouts, arbitrations or unfair labor practice charges (or actions, suits or proceedings relating to wrongful discharge, discrimination, employment practices, employment conditions, or terms and conditions of employment) pending or, to the Knowledge of the Specified Employees, threatened against or involving the Companies, their Subsidiaries or the MHE Business.
(iv) Neither the Companies, their Subsidiaries, nor the MHE Business is delinquent or allegedly delinquent in payments to any of its employees of any wages, salaries, commissions, bonuses, or other direct compensation for any services performed by them to date or in amounts required to be reimbursed to such employees.
(v) Sellers have heretofore delivered to Investor a list of all Employees of the MHE Business whose aggregate salary and cash bonus exceeded $100,000 for the 12 month period ended October 31, 1997 setting forth as to each such employee listed thereon, the job title, location and salary and cash bonus of such employee for such period.
Labor and Employee Matters. Seller is not a party to any employment or collective bargaining or similar agreements with the Designated Employees.
Labor and Employee Matters. (a) Section 3.17(a) of the Company Disclosure Letter sets forth a complete and correct list of each Benefit Plan.
(b) Except as disclosed in Section 3.17(b) of the Company Disclosure Letter or as would not have be material to the business of the Group taken as a whole, (i) the Company and each of its Subsidiaries is, and for the three (3) years prior to the date hereof has been, in compliance with all applicable Law related to labor or employment, including provisions thereof relating to wages and payrolls, working hours and resting hours, overtime, working conditions, benefits, recruitment, retrenchment, retirement, pension, minimum employment and retirement age, equal opportunity, discrimination, worker classification, occupational health and safety, wrongful discharge, layoffs or plant closings, immigration, employees provident fund (including compulsory housing fund), social security organization and collective bargaining, trade union, compulsory employment insurance, work and residence permits, public holiday and leaves, labor disputes, statutory labor or employment reporting and filing obligations and contracting arrangements; (ii) there is no pending or, to the Knowledge of the Company, threatened in writing Action relating to the violation of any applicable Law by the Company or any of its Subsidiaries related to labor or employment, including any charge or complaint filed by any of its current or former employees, directors, officers, individual consultants, or individual contractors with any Governmental Authority or the Company or any of its Subsidiaries; and (iii) the Company and its Subsidiaries have properly classified for all purposes (including (x) for Tax purposes, (y) for purposes of minimum wage and overtime and (z) for purposes of determining eligibility to participate in any statutory and non-statutory Benefit Plan) all Persons who have performed services for or on behalf of each such entity, and have properly withheld and paid all applicable Taxes and statutory contributions and made all required filings in connection with services provided by such persons to the Company and its Subsidiaries in accordance with such classifications.
(c) Except as disclosed in Section 3.17(c) of the Company Disclosure Letter or would not be material to the business of the Group taken as a whole, (i) each of the Benefit Plans (A) has been operated and administered in accordance with its terms, (B) is in compliance with all applicable Law, and, all contri...
Labor and Employee Matters. (a) (i) Section 4.18(a)(i) of the Company Disclosure Schedule sets forth, for each Company Employee whose annual base compensation exceeds $125,000, such employee’s name, employer, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and the expected return date), annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity, and (ii) Section 4.18(a)(ii) of the Company Disclosure Schedule separately sets forth, for each individual independent contractor engaged by the Company or any of its Subsidiaries whose annual compensation exceeds $125,000, such contractor’s name, duties and rate of compensation.
