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 Company does not have any contingent liability for sick leave, vacation time, holiday pay, severance pay or similar items not set forth on the Base Balance Sheet or on a schedule hereto. 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. (f) Except as set forth on Schedule 2.16, there has not been any citation, fine or penalty imposed or asserted against the Company under any foreign, federal, state or local law on regulations relating to employment, immigration or occupational safety matters. (g) Those individuals classified as independent contractors of the Company are properly classified as such, and are not employees of the Company. The Company has paid in full (or made provisions for payment in full) for all wages, salaries, commissions, bonuses and other direct compensation for all work performed by them. The Company has complied with and has no liabilities whatsoever with respect to payroll, social security, and other employment related taxes for such independent contractors. Except as indicated on Schedule 2.16, the Sellers have not received any complaint from a contractor or from a customer concerning any contractor's engagement by the Sellers, or performance of services for a customer.
Appears in 1 contract
Labor and Employee Relations. (a) Except as shown Complete and accurate copies of all written employment and consulting agreements of the persons required to be listed on the Employee 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 Seller is a party or of which the Company Seller is a beneficiary (including noncompetition covenants). Complete and accurate copies of all such written agreements are attached have been made available 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 CompanyBuyer.
(b) None Except as shown on Schedule 4.15(b) hereto: (i) none of the employees of the Company is Seller are covered by any collective bargaining agreement with any trade or labor union, employees' association or similar association. No association or any industry-wide labor agreement; (ii) 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, (iii) there is no organizing activity involving the Company Seller 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 orpending, to the knowledge of the Company and Sellersor threatened, threatened with respect to the employees of the CompanySeller, nor has the Company Seller experienced any work stoppage or other material labor difficulty during the five three (53) years immediately preceding the date of this Agreement.
(c) The Company Except as set forth on Schedule 4.15(c) hereto, the Seller has complied in all material respects with all applicable Laws of each relevant jurisdiction relating to the employment of labor, including including, without limitation limitation, those relating to dismissal, redundancy, minimum notice, wages, hours, unfair labor practices, discrimination, civil rights, plant closings, immigration and the collection and payment of social security and similar taxes.
(d) There Except as set forth on Schedule 4.15(d) hereto, there are no complaints, proceedings, investigations complaints that have been served in writing to the Seller by or charges against the Company pending oron behalf of any employee or former employee of Seller and, to the knowledge of SellersSeller's knowledge, there are no proceedings against the Seller pending or threatened before any Government Governmental 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 CompanySeller.
(e) The Company Except as set forth on Schedule 4.15(e) hereto, the Seller 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 Company does Seller has not and will not have on the Closing Date, any contingent liability for sick leave, vacation time, holiday pay, severance pay or similar items not items, whether arising as a matter of law, labor agreement, or otherwise, other than as set forth on the Base Balance Sheet or arising after the date thereof in the ordinary course of business consistent with past practices and set forth on a schedule hereto. 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 lawClosing Balance Sheet.
(f) Except as set forth on Schedule 2.164.15(f) hereto, since January 1, 2000 there has not been any citation, fine or penalty imposed or asserted against the Company Seller under any foreignlaws (whether national, federal, state regional or local law on regulations local) of any applicable jurisdiction relating to employment, immigration or occupational safety matters.
(g) Those individuals classified as independent contractors of the Company are properly classified as such, and are not employees of the Company. The Company has paid in full (or made provisions for payment in full) for all wages, salaries, commissions, bonuses and other direct compensation for all work performed by them. The Company has complied with and has no liabilities whatsoever with respect to payroll, social security, and other employment related taxes for such independent contractors. Except as indicated on Schedule 2.16, the Sellers have not received any complaint from a contractor or from a customer concerning any contractor's engagement by the Sellers, or performance of services for a customer.
Appears in 1 contract
Labor and Employee Relations. (a) Except as shown on Schedule 2.16 hereto, there are no currently effective The Company has not entered into any 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)) and which are outside of the ordinary course of its business. Complete and accurate copies of all such written agreements are attached to Schedule 2.16. Also shown Shown on Schedule 2.16 2.15 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 such matters 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, Authority (including the National Labor Relations Board or any similar state or local labor agenciesBoard, 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) Those individuals classified as independent contractors of the Company are properly classified as such, and are not employees of the Company. The Company has paid in full (or made provisions provision for payment payment) in full) full to its employees, agents and independent contractors all wages, salaries, commissions, bonuses and other direct compensation for all services performed by them. The Company has complied with and has no liabilities whatsoever with respect to payroll, social security, and other employment related taxes for independent contractors. The Company does not have any contingent liability for sick leave, vacation time, holiday pay, severance pay or similar items not set forth on the Base Balance Sheet or on a schedule hereto. 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 lawLaw.
(f) Except as set forth on Schedule 2.16, there There has not been any citation, fine or penalty imposed or asserted against the Company under any foreign, federal, state or local law on regulations relating to employment, immigration or occupational safety matters.
(g) Those individuals classified as independent contractors of the Company are properly classified as such, and are not employees of the Company. The Company has paid in full (or made provisions for payment in full) for all wages, salaries, commissions, bonuses and other direct compensation for all work performed by them. The Company has complied with and has no liabilities whatsoever with respect to payroll, social security, and other employment related taxes for such independent contractors. Except as indicated on Schedule 2.16, the Sellers have not received any complaint from a contractor or from a customer concerning any contractor's engagement by the Sellers, or performance of services for a customer.
Appears in 1 contract
Labor and Employee Relations. (a) Except for standard consulting or employment agreements which have been signed by all consultants and employees, as shown on Schedule 2.16 heretothe case may be (copies of which have been provided to the Buyer), 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 2.14 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 such matters 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, Authority (including the National Labor Relations Board or any similar state or local labor agenciesBoard, 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) Those individuals classified as independent contractors of the Company are properly classified as such, and are not employees of the Company. The Company has paid in full (or made provisions provision for payment payment) in full) full to its employees, agents and independent contractors all wages, salaries, commissions, bonuses and other direct compensation for all services performed by them. Except as set forth on the Base Balance Sheet, and except for such expenses as have been incurred in the ordinary course of business since such date, the Company has complied with and has no liabilities whatsoever with respect to payroll, social security, and other employment related taxes for independent contractors. The Company does not have any contingent liability for sick leave, vacation time, holiday pay, severance pay or similar items not set forth on the Base Balance Sheet or on a schedule hereto, except for such liabilities as have been incurred in the ordinary course of business since such date. 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 lawLaw.
(f) Except as set forth on Schedule 2.16, there There has not been any citation, fine or penalty imposed or asserted against the Company under any foreign, federal, state or local law on regulations relating to employment, immigration or occupational safety matters.
(g) Those individuals classified as independent contractors of the Company are properly classified as such, and are not employees of the Company. The Company has paid in full (or made provisions for payment in full) for all wages, salaries, commissions, bonuses and other direct compensation for all work performed by them. The Company has complied with and has no liabilities whatsoever with respect to payroll, social security, and other employment related taxes for such independent contractors. Except as indicated on Schedule 2.16, the Sellers have not received any complaint from a contractor or from a customer concerning any contractor's engagement by the Sellers, or performance of services for a customer.
Appears in 1 contract
Labor and Employee Relations. (a) Except for employment agreements entered into by all employees in the form attached as shown on Schedule 2.16 2.16(a) 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 2.162.16(a). Also shown on ---------------- Schedule 2.16 2.16(a) are the name and rate of compensation (including all bonus ---------------- compensation and other remunerative payments of any kind) of each officer, employee, consultant, contractor employee 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 ; there are no labor representation questions involving the Company 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 work stoppages, material grievances, lockouts, or other labor troubles pending pending, or, to the knowledge of the Company and Sellers, threatened 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) Except as shown on Schedule 2.16(c) hereto, there are no currently ---------------- effective work rules with individual consultants or employees to which the Company is a party or of which the Company is a beneficiary. Complete and accurate copies of all such work rules are attached to Schedule 2.16(c). ----------------
(d) 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.
(de) There are no complaints, proceedings, investigations or charges against the Company pending or, to the knowledge of Sellers, threatened before any Government AuthorityAuthority in the Republic of Korea, court or arbitrator, including the National Labor Relations Board or any similar state or local labor agenciesUnited States of America, or the Equal Employment Opportunity Commission or any similar state or local agency, elsewhere by or on behalf of any employee or former employee of the Company.
(ef) 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 Company does not have and will not have on the Closing Date any contingent liability for sick leave, vacation time, holiday pay, severance pay or similar items not set forth on the Base Balance Sheet or on a schedule heretothe Closing Balance Sheet. 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.
(fg) Except as set forth on Schedule 2.162.16(g), there has not been any citation, fine or ---------------- penalty imposed or asserted against the Company by any Governmental Authority under any foreign, federal, state or local law on regulations Law relating to employment, immigration or occupational safety matters.
(g) Those individuals classified as independent contractors of the Company are properly classified as such, and are not employees of the Company. The Company has paid in full (or made provisions for payment in full) for all wages, salaries, commissions, bonuses and other direct compensation for all work performed by them. The Company has complied with and has no liabilities whatsoever with respect to payroll, social security, and other employment related taxes for such independent contractors. Except as indicated on Schedule 2.16, the Sellers have not received any complaint from a contractor or from a customer concerning any contractor's engagement by the Sellers, or performance of services for a customer.
Appears in 1 contract
