Labor and Employment Agreements. There are no labor disputes pending or, to the best of the Seller's knowledge, threatened as to the operation or maintenance of the Property or any part thereof. The Seller is not a party to any union or other collective bargaining agreement with employees employed in connection with the ownership, operation or maintenance of the Property. The Seller is not a party to any employment contracts or agreements, written or oral, with any persons employed with respect to the Property that will be binding on the Purchaser on or after the Closing. Neither the Seller nor its managing agent (if any) will, between the date hereof and the Closing Date, enter into any new employment contracts or agreements or hire any new employees that will be binding on the Purchaser on or after the Closing. The Purchaser will not be obligated to give or pay any amount to any employee of the Seller or the Seller's managing agent. The Purchaser shall not have any liability under any pension or profit sharing plan that the Seller or its managing agent may have established with respect to the Property or their or its employees.
Labor and Employment Agreements. Except as set forth in SCHEDULE 4.27:
(a) Each of Fan Asylum and its Subsidiaries has paid in full, or fully accrued for in the Financial Statements, the Interim Financial Statements and the Closing Balance Sheet, all wages, overtime wages, salaries, commissions, bonuses, stay-pay benefits, severance payments, vacation payments, pay in lieu of compensatory time and other compensation or remuneration due or to become due to all current and former employees of Fan Asylum and its Subsidiaries for all services performed through the Closing Date by any of them;
(b) Upon the Closing Date and/or the date of termination of the employment of any of said employees, neither Fan Asylum, its Subsidiaries nor Purchaser will be liable to any of said current or former employees for "severance pay" or similar form of termination pay or incentive pay;
(c) Each of Fan Asylum and its Subsidiaries is in compliance in all material respects with all applicable federal, state, local and foreign laws, rules and regulations relating to the employment of labor, including without limitation, laws, rules and regulations relating to payment of wages, employment and employment practices, terms and conditions of employment, hours, immigration, discrimination, child labor, occupational health and safety, collective bargaining, and other aspects of labor management relations and the payment and withholding of Taxes and other sums required by governmental authorities;
(d) There is no unfair labor practice charge pending or threatened against Fan Asylum or its Subsidiaries before the National Labor Relations Board or any other federal, state or local agency or department;
(e) There have not been in the past three years and currently are no labor strikes, disputes, slowdowns, sympathy strikes, wildcat strikes, lockouts or other form of work stoppages pending nor, to the knowledge of Fan Asylum, its Subsidiaries and Shareholder threatened against or involving Fan Asylum or its Subsidiaries, and there has not been in the past three years and there currently is no recognitional picketing at any of Fan Asylum's or its Subsidiaries' locations;
(f) No grievance or any arbitration proceeding arising out of or under collective bargaining agreements is pending against Fan Asylum or its Subsidiaries and no claim therefor has been asserted;
(g) No collective bargaining agreement is currently in place or being negotiated by Fan Asylum or its Subsidiaries;
(h) To the knowledge of Fan Asylum, its Subsidiar...
Labor and Employment Agreements. Schedule 4.10 identifies (i) each collective bargaining agreement and other labor agreement to which Seller is a party or by which it is bound with respect to the Business (the "Collective Bargaining Agreements"); and (ii) each written or, to Seller's knowledge, material oral agreement, providing a management-level Employee of the Business with rights to employment, compensation or benefits related thereto (other than benefits under Welfare Plans or Retirement Plans as defined in Section 4.11 hereof). Seller is not, and to Seller's knowledge, no other party to any such agreement is in default with respect to any material term or condition thereof, nor, to Seller's knowledge, has any event occurred which through the passage of time or notice, or both, would constitute a material default thereunder by Seller or any other party to such agreement, or would cause the acceleration of any material obligation of Seller or any other party to such agreement. Seller has delivered to Purchaser true and complete copies of all written agreements identified in Schedule 4.10. Except as set forth in Schedule 4.10:
(a) Since January 1, 1995, no unfair labor practice complaint has been brought or, to Seller's knowledge, threatened, against Seller with respect to any Hired Employees, former employees of the Business or labor organization with respect to the Business, before any federal, state or local agency, no labor strike affecting Seller has been brought nor, to Seller's knowledge, is threatened, and no grievance has been brought since January 1, 1997 that rises to step 3 or 4 of the relevant grievance procedure, and to Seller's knowledge no basis for any such unfair labor practice complaint exists which, if adversely determined, could have a Material Adverse Effect;
(b) Since January 1, 1995, no organization or representation petition has been filed or, to Seller's knowledge, threatened, respecting the Employees of the Business, and no such proceeding has been brought since January 1, 1995.
(c) Since January 1, 1995, no arbitration proceeding arising out of or under any Collective Bargaining Agreement has been brought or, to Seller's knowledge, is threatened with respect to the Employees of the Business, and no basis for any such proceeding exists which, if adversely determined, could have a Material Adverse Effect; and
(d) With respect to any Employee of the Business covered by a Collective Bargaining Agreement, Seller has not engaged in any course of conduct or otherwi...
Labor and Employment Agreements. (a) Schedule 6.7 sets forth the name of each employee of the Purchased Restaurants, together with a description of all compensation and benefits that are payable to such individuals as a result of their employment by or association with Seller. Seller also has furnished to Buyer a true and complete copy of its employee handbook. Buyer shall not have any obligation to continue, nor shall Buyer have or incur any liability or obligation whatsoever arising out of, any personnel policies or practices, either written or oral, promulgated or followed by Seller.
(b) Seller is not a party or subject to any collective bargaining or other labor, employment, deferred compensation, bonus, retainer, consulting, or incentive agreement, plan or contract related to the Purchased Restaurants. Except to the extent set forth in Schedule 6.7, (i) there has been no strike or other work stoppage by, nor has there been any union organizing activity among, any of the employees of Seller during the past five (5) years; (ii) to the best of Seller's knowledge, Seller is in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practice; and (iii) there is no unfair labor practice complaint pending or, to the best knowledge of Seller, threatened against Seller, nor, to the best knowledge of Seller, is there any factual basis for any such complaint.
Labor and Employment Agreements. There are no labor disputes pending ------------------------------- or, to the best of the Seller's knowledge, threatened as to the operation or maintenance of the Property or any part thereof. The Seller is not a party to any union or other collective bargaining agreement with employees employed in connection with the ownership, operation or maintenance of the Property. The Seller is not a party to any employment contracts or agreements, written or oral, with any persons employed with respect to the Property that will be binding on the Purchaser on or after the Closing. Neither the Seller nor their managing agent (if any) will, between the date hereof and the Closing Date, enter into any new employment contracts or agreements or hire any new employees that will be binding on the Purchaser on or after the Closing. The Purchaser will not be obligated to give or pay any amount to any employee of the Seller or the Seller's managing agent. The Purchaser shall not have any liability under any pension or profit sharing plan that the Seller or its managing agent may have established with respect to the Property or their or its employees.
Labor and Employment Agreements. (a) As used herein, the following terms shall have the meanings specified below:
Labor and Employment Agreements. (a) Schedule 5.15 sets forth a complete and correct list of the following:
(i) Each employment, consulting, collective bargaining and similar agreement, whether written or oral, to which any of the Sellers is a party or by which it is bound; and
(ii) The name of (A) each employee of the Partnership who since January 1, 1995, was or is being paid $50,000 or more per year, and (B) each agent of or consultant to the Partnership who since January 1, 1995 was or is being paid $50,000 or more per year. As used in this Section 5.15, the word "agreement" includes both oral and written contracts, understandings, arrangements and other agreements.
(b) Each of the Sellers has complied in all material respects with all applicable laws, rules and regulations relating to the employment of labor, including, without limitation, those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by appropriate governmental authorities and has withheld and paid to the appropriate authorities, or is holding for payment not yet due to such authorities, all amounts required to be withheld from such employees and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing.
(c) To the best of Sellers' knowledge, no unfair labor practice complaint is pending against any of the Sellers before the National Labor Relations Board or any federal, state or local agency and, to the best of Sellers' knowledge, no labor strike, grievance or other labor dispute affecting any of the Sellers is pending or threatened.
(d) Except as set forth in Schedule 5.15, no material organization effort, and no sex discrimination, racial discrimination, age discrimination or other employment-related allegation, claim, suit or proceeding, has been made or is pending or, to the best of Sellers' knowledge, threatened with respect to the employees of any of the Sellers and no such effort, allegation, claim, suit or proceeding has been made, raised, brought or threatened within the three-year period prior to the date of this Agreement.
(e) No arbitration proceeding arising out of or under any collective bargaining agreement applicable to any of the Sellers is pending and, to the best of Sellers' knowledge, no basis for any such proceeding exists.
(f) All reasonably anticipated obligations of Sellers, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensatio...
Labor and Employment Agreements. (a) Schedule 3.25 sets forth a complete and correct list of the following, whether written or oral:
(a) (i) each collective bargaining agreement, if any, and other labor or employment agreement, if any, to which POP or Animation is a party or by which either one is bound;
(a) (ii) each profit sharing, deferred compensation, bonus, severance, pension, change of control, retainer, consulting, retirement, health, welfare or incentive plan or agreement to which POP or Animation is a party or by which either one is or may be bound;
Labor and Employment Agreements. (a) Section 2.12(a) of the Company Letter sets forth a complete and correct list of the following:
(i) Each Employment-Related Agreement; and
(ii) The name of each employee or agent of or consultant to Miltec to whom Miltec paid Seventy Five Thousand Dollars ($75,000) or more during the twelve month period ended July 31, 2005 or whose current monthly compensation is at an annual rate of Seventy Five Thousand Dollars ($75,000) or more. As used in this Section 2.12, the word “agreement” includes both oral and written contracts, leases, understandings, arrangements and all other agreements.
(b) Miltec has complied in all material respects with, and there are no outstanding complaints under, all applicable laws, rules and regulations relating to the employment of labor, including, without limitation, those related to wages, hours, collective bargaining and the payment and withholding of Taxes.
(c) Miltec is not a party to or bound by any collective bargaining agreement. No organizational effort is presently being made or, to the knowledge of Miltec, is threatened with respect to employees of Miltec. No such organizational effort has been made within the three-year period prior to the date hereof.
(d) No unfair labor practice complaint is pending against Miltec before the National Labor Relations Board or any federal, state or local agency, and no labor strike, grievance or other labor trouble affecting Miltec is pending or, to the knowledge of Miltec, is threatened.
(e) No sex discrimination, racial discrimination, age discrimination or other employment-related allegation, claim, suit or proceeding has been made in writing, and to the knowledge of Miltec, no reasonable basis exists for any present or former employee of Miltec to bring any such allegation, claim, suit or proceeding.
(f) All reasonably anticipated material obligations of Miltec, whether arising by operation of law, contract, past custom or otherwise, for unemployment compensation benefits, advances, salaries, bonuses, vacation and holiday pay, sick leave and other forms of compensation payable to the employees or agents of or consultants to Miltec in respect of the services rendered by any of them on or prior to the date hereof have been paid or adequate accruals therefor have been made in the books and records of Miltec and in the Financials to the extent required to be recorded under GAAP.
(g) Except as set forth in Section 2.12(g) of the Company Letter, to the knowledge of the Principal Share...
Labor and Employment Agreements. (a) Schedule 3.17 sets forth a complete and correct list of the following labor and employment related agreements: 3.
