Labor and Employees. (a) Section 3.18(a) of the Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of the names and titles of all of the directors, managers or similar governing Person or body and each officer of each of the Acquired Companies and each of their Subsidiaries, and a complete and accurate list, as of the date of this Agreement, of all other employees who are working for any of the Acquired Companies or any of their Subsidiaries as of the date hereof, including in each case, their name, employer, title, department, birth date, service date, full time/part time status, salaried/hourly status, active or leave status (if on leave, with type of leave indicated and expected return date), exempt/non-exempt status, work location (including country), status as local or expatriate (for expatriate employees identifying both home and host country), base salary/wage, bonus entitlement, commission entitlement, visa status (if applicable) and union affiliation.
(b) Section 3.18(b) of the Disclosure Schedule sets forth a complete and accurate list of all third party temporary employees, consultants, and independent contractors who are providing services as of the date of this Agreement to any of the Acquired Companies or any of their Subsidiaries and includes their name, employer, work location (including country), position description or service performed, date initially contracted, hours worked, term of assignment and fee structure. All individuals characterized and treated by the Acquired Companies or any of their Subsidiaries as consultants or contractors are properly treated as independent contractors under all Applicable Laws.
(c) None of the Acquired Companies or any of their Subsidiaries is a party to any Contract or arrangement in effect as of the date of this Agreement between or applying to, one or more employees and a trade union, works council, group of employees or any other employee representative body, for collective bargaining or other negotiating or consultation purposes or reflecting the outcome of such collective bargaining or negotiation or consultation with respect to their respective employees with any labor organization, union, group, association, works council or other employee representative body, or is bound as of the date of this Agreement by any equivalent national or sectoral agreement. As of the date of this Agreement, there are no activities or proceedings by any labor organization, union, group or assoc...
Labor and Employees. Neither Holdco nor the Companies have any employees nor, to the knowledge of Seller and Seller Parent, have they had any employees since their inception.
Labor and Employees. (a) Neither the Company, MFN nor any of their respective Subsidiaries is a party to any collective bargaining agreement, there is no unfair labor practice or labor arbitration proceedings pending with respect to the Company, MFN or any of their respective Subsidiaries or, to the best knowledge of the Company, threatened, and there are no facts or circumstances known to the Company or any of its Subsidiaries that could reasonably be expected to give rise to such complaint or claim. To the best knowledge of the Company, there are no organizational efforts presently underway or threatened involving any employees of the Company, MFN or any of their respective Subsidiaries or any of the employees performing work for the Company, MFN or any of their respective Subsidiaries but provided by an outside employment agency, if any. There has been no work stoppage, strike or other concerted action by employees of the Company, MFN or any of their respective Subsidiaries.
(b) All employees of the Company, MFN or any of their respective Subsidiaries are employed at will, except as set forth on SCHEDULE 3.15 and SCHEDULE 3.30. SCHEDULE 3.15 sets forth, individually and by category, the name of each officer, employee and consultant, together with such person's position or function, annual base salary, wage and other monetary compensation with respect to such person or arrangement. Except as described in SCHEDULE 3.15, the completion of the transactions contemplated by this Agreement will not result in any payment or increased payment becoming due from the Company, MFN or any of their respective Subsidiaries to any officer, director, or employee of, or consultant to the Company, MFN or any of their respective Subsidiaries and, to the best of the knowledge of the Company, (i) no employee of the Company or any of its Subsidiaries has made any threat, or otherwise revealed an intent, to terminate said employee's relationship with the Company or any of its Subsidiaries , for any reason, including because of the consummation of the transactions contemplated by this Agreement, and (ii) no employee of MFN or any of its Subsidiaries has made any threat, or otherwise revealed an intent, to terminate said employee's relationship with MFN or any of its Subsidiaries, for any reason, including because of the consummation of the transaction contemplated by this Agreement, which could cause a Material Adverse Effect. Neither Company, MFN nor any of their respective Subsidiaries is a party ...
Labor and Employees. (a) The Company is, and since the beginning of the Compliance Look-Back Period has been, in compliance in all material respects with all applicable Laws and Contracts relating to current and former employees and independent contractors and the employment or engagement of labor, including all applicable Laws relating to hiring, discharge or terms and conditions of employment wages, hours, overtime, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification (including employee-independent contract classification and the proper classification of employees as exempt employees and nonexempt employees under the Fair Labor Standards Act and applicable Law), and the collection and payment of withholding or social security Taxes. The Company has met in all material respects all requirements required by Law relating to the employment of foreign citizens, and the Company does not currently employ, nor has ever employed, any Person who was not permitted to work in the jurisdiction in which such Person was employed. Since the beginning of the Compliance Look-Back Period, the Company has complied in all material respects with all Laws that could require overtime to be paid to any current or former employees or independent contractors, and no Person has ever brought or, to the Company’s Knowledge, threatened to bring a claim for unpaid compensation or employee benefits, including overtime amounts.
(b) The Company is not delinquent in payment to any current or former employee or independent contractor for any wages, fees, salaries, commissions, bonuses, or other direct compensation for service performed by them or amounts required to be reimbursed to such current or former employee or independent contractor or in payments owed upon any termination of such current or former employee or independent contractor’s employment or engagement.
(c) No employee is represented by a union with respect to employment with the Company. The Company is not a party to or bound by any labor or collective bargaining agreement with a union. No petition has been filed or proceedings instituted by any employee or group of employees with any labor relations board seeking recognition of a bargaining representative, and there is no organizational effort currently being made or, to the Company’s Knowledge, threatened by, or on behalf of, any labor union to organize any employees of the Company and no written demand for recogni...
Labor and Employees. (a) None of the Acquired Companies is a party to any collective bargaining agreement with any labor organization. No labor strike, slowdown, lockout or work stoppage by Employees against any of the Acquired Companies is pending or, to the Knowledge of the Company, threatened in writing.
(b) Except as disclosed on Section 3.15(b) of the Company Disclosure Letter, no unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened in writing against any of the Acquired Companies.
(c) Except as disclosed on Section 3.15(c) of the Company Disclosure Letter, to the Knowledge of the Company, there have not been any organizing attempts by any labor organization at any of the Acquired Companies during the three (3) years preceding the date of this Agreement.
(d) The Acquired Companies are, and at all times during the past three (3) years have been, in compliance in all material respects with all Laws relating to employment and employment practices, including all Laws relating to recruitment, hiring, retention, compensation, employment of employees, and termination of employment relationships. The Acquired Companies are and for the past three (3) years have been in material compliance with the Worker Adjustment and Retraining Notification Act (“WARN Act”) and all similar Laws, and, during such time, there has not been any plant closing, mass layoff, or other termination of employment relationships of the Acquired Companies that triggered advance notice obligations for any of the Acquired Companies under the WARN Act or any similar Law. Each of the Acquired Companies has on file a Form I-9 for all of its current and former employees to the extent required by applicable Law, except as would not create material liability for the Acquired Companies under applicable Law.
(e) Except as set forth on Section 3.15(e) of the Company Disclosure Letter, (i) none of the Acquired Companies is materially delinquent in payments to employees, former employees, or independent contractors for any wages, salaries, fringe benefits, paid time off, overtime pay, commissions, bonuses, fees, or other compensation for any services performed by them to date or amounts required by Law to be reimbursed to them; (ii) each of the Acquired Companies is in material compliance with applicable Laws respecting worker classification, including classification and treatment of independent contractors and classification of exempt employees; and (iii) no executive emplo...
Labor and Employees. (a) Except as set forth in SECTION 2.28(a) of the Disclosure Schedule, (i) as of the Execution Date, none of the employment terms of the Employees are subject to the terms of a collective bargaining agreement or a collective bargaining agreement under negotiation, (ii) none of Parent or the Companies has received written notice of any complaint against or arbitration proceeding involving any of the Companies which is pending before the National Labor Relations Board or the Equal Employment Opportunity Commission or before any analogous entity in any country with respect to any Employee or former Employee or, to Seller's Knowledge, threatened against any of the Companies or affecting the Facilities and (iii) there are no labor strikes, disputes, material grievances pending under any collective bargaining agreements, slowdowns, work stoppages or other labor disturbances or difficulties pending or to Seller's Knowledge, threatened against the Companies and in the past five (5) years the Companies have not experienced a labor strike or dispute, slowdown, work stoppage or other labor disturbance or difficulty.
Labor and Employees. (a) Except as set forth on Section 4.15(a) of the Disclosure Schedules, none of the Company’s employees are represented by a labor union, works council or other labor organization. Post has delivered to or made available for review by the Investor copies of all labor or collective bargaining agreements to which any Company is a party or otherwise bound.
(b) There are, and for the past three (3) years there have been, no (i) strikes, work stoppages, work slowdowns, picketing, lockouts or other material labor disputes involving any Company pending or, to the Knowledge of Post, threatened against or involving any Company, (ii) to the Knowledge of Post, pending or threatened union organization campaigns or disputes, or decertification efforts, concerning representation involving any employees of any Company, or (iii) material grievances or material complaints involving labor pending or, to the Knowledge of Post, threatened against any Company. With respect to the transactions contemplated by this Agreement, each Company has satisfied all notice, consultation and bargaining obligations it owes to its employees and their representatives pursuant to applicable Law or Contract.
(c) The Companies have complied and are in compliance in all material respects with all applicable Laws involving labor, health and safety, hiring and employment and there is no outstanding claim, complaint, investigation or Order under any such Laws pending before any court, Governmental Authority, regulatory agency, tribunal or arbitrator. Except as would not, individually or in the aggregate, result in material Liability to any Company, (i) each Company has fully and timely paid all wages, salaries, bonuses, commissions, wage premiums, fees and other compensation that have become due and payable to its employees and other service providers pursuant to applicable Law, Contract, or Company policy, and (ii) all individuals who are providing, or have provided at any time in the past three (3) years, services to any Company and are or were classified by any Company as independent contractors or other non-employee services providers are and were properly classified and treated as such for all applicable purposes.
(d) The Companies do not have any Liability for payments or benefits due as a result of any “mass layoff” or “employment loss” (each as defined in the federal Worker Adjustment and Retraining Notification Act of 1988 or any similar Law (the “WARN Act”)) which has not been satisfied in...
Labor and Employees. (a) As of the date hereof, (i) no labor strike, lockout or material work stoppage is pending or, to the Knowledge of Seller, threatened against the Business, and no such labor strike, lockout or material work stoppage has occurred within the last three (3) years preceding the date of this Agreement; (ii) to the Knowledge of Seller, no Business Employee has filed any pending arbitration, lawsuit or administrative proceeding against Seller (exclusively with respect to the Business) that, if decided adversely to Seller, would reasonably be expected to create a Liability to the Business in excess of one hundred thousand dollars ($100,000); (iii) Seller is not a party to or bound by any collective bargaining agreement with respect to the Business Employees; (iv) no labor unions, works councils, or other organizations or groups represent, or to the Knowledge of Seller, purport to represent any Business Employees with respect to their employment in the Business; and (v) to the Knowledge of Seller, no union organizing activities, campaigns, petitions or other unionization activities directed at Seller seeking recognition of a bargaining unit with respect to Business Employees are pending or threatened.
(b) As of the date hereof, Seller and its Affiliates are in compliance, with respect to Business Employees, in all material respects, with all Laws respecting labor, employment, fair employment practices, employment standards, terms and conditions of employment, workers’ compensation, occupational safety and health requirements, employment classification, the WARN Act, the Fair Labor Standards Act, withholding of taxes, employment discrimination, equal opportunity, employee leave issues and unemployment insurance and related matters.
(c) Section 1.1(D) of the Seller Disclosure Letter sets forth a true and complete listing, as of the date hereof, of each Business Employee by name (the “Business Employee List”), along with (i) his or her currently effective annual base salary or currently effective hourly wage rate, as applicable, and the amount of any bonuses or commissions paid or payable in respect of such Business Employee’s service in 2018 and 2019, (ii) his or her corporate hire date, as stated in Seller’s system of record and completed years of service with Seller, (iii) his or her current position or title, (iv) the city and state (or, as applicable, country) of such Business Employee’s current primary work location (other than Business Employees who primarily...
Labor and Employees. (a) Except as set forth in SECTION 2.28(a) of the Disclosure Schedule, (i) as of the date hereof, none of the employment terms of the Employees are subject to the terms of a current collective bargaining agreement or a collective bargaining agreement under current negotiation, (ii) none of Parent or the Companies has received written notice of any complaint against or arbitration proceeding involving any of the Companies which is currently pending before the National Labor Relations Board or the Equal Employment Opportunity Commission or before any analogous entity in any country with respect to any Employee or former Employee or, to Seller's Knowledge, threatened against any of the Companies or affecting the Facilities and (iii) there are no labor strikes, disputes, material grievances pending under any collective bargaining agreements, slowdowns, work stoppages or other labor disturbances or difficulties pending or to Seller's Knowledge, threatened against the Companies and in the past five (5) years the Companies have not experienced a labor strike or dispute, slowdown, work stoppage or other labor disturbance or difficulty.
(b) None of the Companies is delinquent in any material payments to any of the Employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such Employees. The Companies are not liable for any arrears of wages in excess of $50,000. The Companies have made all required payments to any trust or other fund or to any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees, other than payments which do not exceed $100,000 individually or in the aggregate. To Seller's Knowledge, no Employees are in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such Employee to be employed by the Companies because of the nature of the business conducted or presently proposed to be conducted by the Companies or to the use of trade secrets or proprietary information of others.
Labor and Employees. (a) Neither the Company nor any of its Subsidiaries is a party to any unexpired labor or collective bargaining agreement.
(b) There are no (i) strikes, work stoppages, work slowdowns or lockouts pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries, (ii) to the Knowledge of the Company, union organization campaigns with respect to employees of the Company or any of its Subsidiaries and no disputes concerning representation of such employees exists, (iii) unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Company, threatened by or on behalf of any employee or group of employees of the Company or any of its Subsidiaries, or (iv) written communications received by the Company or any of its Subsidiaries of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any of its Subsidiaries and, to the Knowledge of the Company, no such investigation is in progress.
(c) Section 4.16(c) of the Disclosure Schedules lists (i) all Persons employed by the Company or any of its Subsidiaries on a full-time or part-time basis (together with their position, current salary, hourly rates and total compensation) as of the date of this Agreement, and (ii) all Persons providing services to the Company as independent contractors, consultants, or otherwise (indicating any agreed duration of service, approximate cost or rate of compensation and the general type of services provided) as of the date of this Agreement; provided that such schedules shall be updated within five (5) Business Days prior to Closing. There are no employment, severance, or termination agreements with the Company, accruing to the benefit of any shareholder, director, officer, partner, or employee of the Company, except as set forth in Section 4.15(a) of the Disclosure Schedules.
(d) Section 4.16(d) of the Disclosure Schedules includes a list of all employees to whom the Company has made any loan or advance which is currently outstanding, which includes the amount of each such loan or advance and the date on which it was made, together with the terms of such loans (including maximum borrowings and minimum monthly payments).
(e) The Company and its Subsidiaries have complied with all provisions of the Immigration Reform and Control Act of 1986, as amended, and all regulations promulgated thereunder requiring t...
