Labor and Employee Relations. As of the date hereof, except as disclosed in Section 4.11(a) of the PSNC Disclosure Schedule hereto or in the PSNC SEC Reports, (i) neither PSNC nor any of the PSNC Subsidiaries is a party to any collective bargaining agreement or other labor agreement with any union or labor organization and (ii) to the best knowledge of PSNC, there is no current union representation question involving employees of PSNC or any of the PSNC Subsidiaries, nor does PSNC know of any activity or proceeding of any labor organization (or representative thereof) or employee group to organize any such employees. PSNC has delivered or otherwise made available to SCANA true, correct and complete copies of the collective bargaining agreements listed in Section 4.11(a) of the PSNC Disclosure Schedule, together with all amendments, modifications or supplements thereto. Except as disclosed in Section 4.11(b) of the PSNC Disclosure Schedule hereto or in the PSNC SEC Reports filed prior to the date hereof or except to the extent such could not reasonably be expected to have a PSNC Material Adverse Effect, (a) there is no unfair labor practice, employment discrimination or other written grievance, arbitration, claim, suit, action or proceeding against PSNC or any of the PSNC Subsidiaries pending, or to the best knowledge of PSNC, threatened before any court, governmental department, commission agency, instrumentality or authority or any arbitrator, (b) there is no strike, lockout or material dispute, slowdown or work stoppage pending or, to the best knowledge of PSNC, threatened against or involving PSNC, and (c) there is no proceeding, claim, suit, action or governmental investigation pending or, to the best knowledge of PSNC, threatened in respect of which any director, officer, employee or agent of PSNC or any of the PSNC Subsidiaries is or may be entitled to claim indemnification from PSNC or such PSNC Subsidiary pursuant to their respective charters or by-laws or as provided in the indemnification agreements listed in Section 4.11(c) of the PSNC Disclosure Schedule. Except as set forth in Section 4.11(d) of the PSNC Disclosure Schedule, to the knowledge of PSNC, PSNC and the PSNC Subsidiaries are in material compliance with all federal, state and local laws with respect to employment practices, labor relations, safety and health regulations and mass layoffs and plant closings.
Labor and Employee Relations. (i) Except as set forth in SECTION 5.2(V) of the Company Disclosure Schedule, (A) none of the employees of the Company or any of its Subsidiaries is represented in his or her capacity as an employee of such company by any labor organization; (B) neither the Company nor any of its Subsidiaries has recognized any labor organization nor has any labor organization been elected as the collective bargaining agent of any of their employees, nor has the Company or any of its Subsidiaries signed any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any of their employees; and (C) to the Knowledge of the Company, there is no active or current union organization activity involving the employees of the Company or any of its Subsidiaries, nor has there ever been union representation involving employees of the Company or any of its Subsidiaries.
(ii) The Company has made available to Parent a description of all written employment policies under which the Company and each of its Subsidiaries is operating.
(iii) The Company and each of its Subsidiaries is in compliance with all federal, foreign (as applicable), and state laws regarding employment practices, including laws relating to workers' safety, sexual harassment or discrimination, except where the failure to so be in compliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company.
Labor and Employee Relations. Except as set forth in Schedule 5.12, no Company is bound by or subject to any arrangement with any labor union. Except as set forth in Schedule 5.12, no employees of the Companies are represented by any labor union or covered by any collective bargaining agreement nor, to the Companies' or the Stockholders' knowledge, is any campaign to establish such representation in progress. There is no pending or, to the Companies' or the Stockholders' knowledge, threatened labor dispute involving any Company and any group of its employees nor has any Company experienced any significant labor interruptions over the past five years. No Company nor any Stockholder has any knowledge of any significant issues or problems in connection with the relationship of such Company and its employees.
Labor and Employee Relations. (a) Section 4.12 of the Seller Disclosure Letter contains a complete list of all Business Employees, including a specific identification of the entity that employs them, listing the title or position held, work location, base salary, any commissions or other compensation payable to such employees and leave status (if applicable). Except as set forth on Section 4.12 of the Seller Disclosure Letter, neither the Seller nor any of its Subsidiaries is a party to or obligated under any employment, or consulting or other arrangement entered into or maintained for the benefit of its current or former employees, temporary or leased workers or independent contractors related to the North America Business. Seller has made available to the Purchaser a true and correct copy of each employment related agreement of the Business Employees listed on Section 4.12 of the Seller Disclosure Letter. Each Business Employee, independent contractor and temporary or leased worker has been properly classified for employment tax and employee benefit plan purposes. Seller and each of its Affiliates is and has been in material compliance with all Laws relating to employment, including all such Laws relating to wages, hours, collective bargaining, discrimination, pay equity, employment equity, civil rights, safety and health and workers’ compensation (including workplace safety and insurance) except where such non-compliance would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Seller or the North America Business or the Transferred Assets or that could result in Liability to Purchaser or its Affiliates after the Closing. No employees of Seller or its Affiliates are covered by a collective bargaining agreement or similar arrangement. No labor union or other collective bargaining unit represents or claims to represent any of the Business Employees. There are no union campaigns being conducted or threatened with respect to Business Employees.
(b) Except as set forth in Section 4.12 of the Seller Disclosure Letter, there is no Legal Proceeding pending or, to the knowledge of Seller and the Canadian Subsidiary, threatened with respect to any Business Employee.
(c) Except for those Employment Contracts listed in Section 4.12 of the Seller Disclosure Letter, there are no Employment Contracts which are not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any management agreements, retent...
Labor and Employee Relations. (a) Except as shown on SCHEDULE 2A.13 hereto, there are no currently effective consulting or employment agreements or other material agreements with individual consultants or employees to which the Company or Subsidiary is a party. Complete and accurate copies of all such written agreements are attached to SCHEDULE 2A.13. Also shown on SCHEDULE 2A.13 are the name and rate of compensation (including all bonus compensation and name of employer) of each officer, employee or agent of the Company and Subsidiary.
(b) None of the employees of the Company or Subsidiary is covered by any collective bargaining agreement with any trade or labor union, employees' association or similar association. There are no representation elections, arbitration proceedings, labor strikes, slowdowns or stoppages, or claims of discrimination or unfair labor practices pending, or, to the knowledge of the Company, Subsidiary or Stockholders, threatened, with respect to the employees of the Company or Subsidiary nor has the Company or Subsidiary experienced any work stoppage or other material labor difficulty during the five (5) years immediately preceding the date of this Agreement.
(c) Each of the Company and Subsidiary has complied in all respects with all applicable laws, rules and regulations relating to the employment of labor, including without limitation those relating to wages, hours, unfair labor practices, discrimination, and payment of social security and similar taxes. There are no complaints against the Company or Subsidiary pending or, to the knowledge of the Company, Subsidiary or Stockholder, threatened before the National Labor Relations Board or any similar state or local labor agencies, or before the Equal Employment Opportunity Commission or any similar state or local agency, by or on behalf of any employee or former employee of the Company or Subsidiary.
(d) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not trigger any severance pay obligation under any contract or at law or any notice requirement under any federal or state plant closing law.
(e) The Company has provided to Buyer a complete description of all employment policies under which the Company or Subsidiary has operated or which have been communicated to its employees.
(f) Each of the Company and Subsidiary has paid in full (or made provisions for payment in full) to its employees, agents and contractors all wages, salaries, com...
Labor and Employee Relations. (i) Neither the Company nor any of its subsidiaries is a party to any employment, consulting, non-competition, severance, golden parachute, indemnification agreement or any other material employment or consulting agreement providing for payments or benefits or the acceleration of payments or benefits upon the change of control of the Company (including, without limitation, any contract to which the Company is a party involving employees of the Company).
(ii) Except as required by applicable law in non-U.S. jurisdictions, (A) none of the employees of the Company or any of its subsidiaries is represented in his or her capacity as an employee of such company by any labor organization; (B) neither the Company nor any of its subsidiaries has recognized any labor organization nor has any labor organization been elected as the collective bargaining agent of any of their employees, nor has the Company or any of its subsidiaries signed any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any of their employees; and (C) to the knowledge of the Company, there is no active or current union organization activity involving the employees of the Company or any of its subsidiaries, nor has there ever been union representation involving employees of the Company or any of its subsidiaries.
(iii) Except for complaints which, in the aggregate, do not represent claims which could reasonably involve liabilities in excess of $2,000,000, there are no complaints against the Company or any of its subsidiaries pending or, to the knowledge of the Company, overtly threatened before the National Labor Relations Board or any similar foreign, state or local labor agencies, or before the Equal Employment Opportunity Commission or any similar foreign, state or local agency, or before any other governmental agency or entity by or on behalf of any employee or former employee of the Company or any of its subsidiaries.
(iv) The Company has provided to Parent a description of all written employment policies under which the Company and each subsidiary is operating.
(v) The Company and each of its subsidiaries is in compliance with all Federal, foreign (as applicable), and state laws regarding employment practices, including laws relating to workers' safety, sexual harassment or discrimination, except where the failure to so be in compliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company.
(vi...
Labor and Employee Relations. (a) As of the date of this Agreement, except for employees represented by the International Brotherhood of Electrical Workers Union and the United Association of Plumbers and Pipefitters, no employee of the Company or any of its Subsidiaries is represented by any union or covered by any collective bargaining agreement. As of the date of this Agreement, no labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand 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;
(b) there are no pending or, to the knowledge of the Company, threatened employee strikes, work stoppages, slowdowns, picketing or material labor disputes with respect to any employees of the Company or the Company Subsidiaries which, individually or in the aggregate, would reasonably be expected to result in a Company Material Adverse Effect, and during the past five years, neither the Company nor any of the Company Subsidiaries has experienced any strike, work stoppage, lock-up, slow-down or other material labor dispute;
(c) neither the Company nor any of the Company Subsidiaries has to its knowledge, within the last two years, engaged in any unfair labor practice and there are no complaints against the Company or any of the Company Subsidiaries pending before the National Labor Relations Board or any similar state or local labor agency by or on behalf of any employee of the Company or any of the Company Subsidiaries;
(d) the Company and the Company Subsidiaries are (a) in compliance in all material respects with all federal and state laws respecting employment and employment practices, terms and conditions of employment, collective bargaining, immigration, wages, hours and benefits, non-discrimination in employment, workers compensation, the collection and payment of withholding and/or payroll taxes and similar taxes (except for any non-compliance which, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect), including but not limited to the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Equal Employment Opportunity Act of 1972, the Employee Retirement Income Security Act of 1974, the...
Labor and Employee Relations. The Seller is not a party to or bound by any collective bargaining agreement with any labor organization, group or association covering any of its employees, and the Seller has no knowledge of any attempt to organize any of its employees by any person, unit or group seeking to act as their bargaining agent. Except as set forth on Schedule 2.06, there are no pending or, to the Seller's knowledge, threatened charges (by employees, their representatives or governmental authorities) of unfair labor practices or of employment discrimination or of any other wrongful action with respect to any aspect of employment of any person employed or formerly employed by the Seller. No union representation elections relating to employees of the Seller have been scheduled by any governmental agency or authority, no organizational effort is being made with respect to any of such employees, and there is no investigation of the Seller's employment policies or practices by any governmental agency or authority pending or, to the Seller's knowledge, threatened. The Seller is not currently, and has not within the last three years been, involved in labor negotiations with any unit or group seeking to become the bargaining unit for any employees of the Seller's employees. The Seller has not experienced any work stoppages during the last three years, and to the Seller's knowledge, no work stoppage has been threatened or is planned.
Labor and Employee Relations. Except as set forth on Schedule 5.22, or as would not be material: (a) no labor union has filed any representation petition or made any written or oral demand for recognition relating to the Company’s or any of its Subsidiaries’ employees, (b) to the Company’s Knowledge, there is no union campaign being conducted to solicit cards from employees to authorize a union to request a National Labor Relations Board certifications election with respect to the Company’s or any Subsidiary’s employees and (c) within the past three years no labor strike, material work stoppage, material slowdown, or other material labor dispute has occurred, and none is underway or, to the Company’s Knowledge, threatened and (d) the reserves on the Balance Sheet for workers’ compensation liability, plus any such reserves made in the financial statements of the Company and its Subsidiaries with respect to periods following the Balance Sheet Date, comply in all material respects with the requirements of GAAP. To the Company’s Knowledge, from the Balance Sheet Date to the date hereof, no employee of the Company or any of the Subsidiaries serving in the capacity of site manager has notified the Company or any of its Subsidiaries of any such site manager’s present intention to terminate his or her employment. With respect to the transaction contemplated hereby, any notice required under any collective bargaining agreement has been, or prior to the Closing Date will be, given, and any bargaining obligations with any employee representative will be satisfied. Within the past three years, neither the Company nor any of the Subsidiaries has implemented any plant closing or layoff of employees that could implicate the WARN Act, and neither the Company nor any of the Subsidiaries has any present intention to implement any plant closing or layoff of employment that could implicate the WARN Act.
Labor and Employee Relations. (a) Except as shown on Schedule 2.16 hereto, there are no currently effective consulting or employment agreements or other agreements with individual consultants or employees to which the Company is a party or of which the Company is a beneficiary (including noncompetition covenants). Complete and accurate copies of all such written agreements are attached to Schedule 2.16. Also shown on Schedule 2.16 are the name and rate of compensation (including all bonus compensation and other remunerative payments of any kind) of each officer, employee, consultant, contractor or agent of the Company.
(b) None of the employees of the Company is covered by any collective bargaining agreement with any trade or labor union, employees' association or similar association. No labor organization or group of employees has made a pending demand for recognition. There are no labor representation questions involving the Company and, to the knowledge of the Company and Sellers, there is no organizing activity involving the Company pending by any labor organization or group of employees. There are no representation elections, arbitration proceedings, labor strikes, slowdowns or stoppages, material grievances, lockouts, or other labor troubles pending or, to the knowledge of the Company and Sellers, threatened with respect to the employees of the Company, nor has the Company experienced any work stoppage or other material labor difficulty during the five (5) years immediately preceding the date of this Agreement.
(c) The Company has complied in all respects with all applicable Laws relating to the employment of labor, including without limitation those relating to wages, hours, unfair labor practices, discrimination, civil rights, plant closings, immigration and the collection and payment of social security and similar taxes.
(d) There are no complaints, proceedings, investigations or charges against the Company pending or, to the knowledge of Sellers, threatened before any Government Authority, court or arbitrator, including the National Labor Relations Board or any similar state or local labor agencies, or the Equal Employment Opportunity Commission or any similar state or local agency, by or on behalf of any employee or former employee of the Company.
(e) The Company has paid in full (or made provisions for payment in full) to its employees, agents and contractors all wages, salaries, commissions, bonuses and other direct compensation for all services performed by them. The Comp...
